The OFA Group (NASDAQ: OFAL) SEC filings page on Stock Titan provides access to the company’s official regulatory disclosures as a foreign private issuer. OFA Group files reports on Form 20-F and Form 6-K under the Securities Exchange Act of 1934, documenting material events, financing arrangements, shareholder approvals, and changes to its capital structure as it builds an integrated architecture, AI, real-estate, and digital-asset business.
In these filings, investors can review details of OFA Group’s equity line of credit facility, which allows the company to sell ordinary shares to an institutional investor and directs a significant portion of net proceeds into a cryptocurrency-focused treasury strategy. The filings also describe a Securities Purchase Agreement for Series A Convertible Preferred Shares, including terms on conversion pricing, dividend rights, ranking, covenants, and triggering events that govern redemptions and default conditions.
OFA Group’s Form 6-K reports further outline shareholder-approved changes such as increases in authorized share capital, the re-designation of ordinary shares into Class A and Class B classes, adoption of a second amended and restated memorandum and articles of association, issuance of Class B ordinary shares, and the establishment of a digital asset treasury. Voting results from extraordinary general meetings are recorded in detail, providing transparency into shareholder support for these measures.
Regulatory and listing matters are also captured in the filings, including a Nasdaq notification regarding non-compliance with the minimum bid price requirement and the associated compliance period. Additional 6-Ks cover joint venture letters of intent for real-estate development, notices of shareholder meetings, and press releases that are incorporated by reference.
On Stock Titan, these filings are paired with AI-powered summaries that highlight key terms, structural features, and potential implications for shareholders. Users can quickly identify important provisions in OFA Group’s 6-Ks and related documents, while still having direct access to the full text as filed on EDGAR for deeper analysis.
OFA Group (OFAL) amended its Series A convertible preferred financing. The Omnibus Amendment reallocates 1,000 Series A Preferred Shares, with $1,000,000 stated value and $900,000 purchase price, from Greentree Financial Group’s unfunded allocation to L&H Inc.; the aggregate facility and TriCore Foundation’s allocation remain unchanged. L&H agreed to buy 300 Series A Preferred Shares for $270,000, representing $300,000 stated value, and has paid.
The board-approved amendment lowers the Floor Price from $2.00 to $0.20 per Class A ordinary share, increasing shares issuable upon conversion. The Floor Price remains subject to automatic reduction every seven months, next on December 29, 2026. Both amendments become effective together only after conditions including Nasdaq notification and a related 15-day waiting period, share reservation and Cayman Islands approvals; otherwise, they terminate if not effective by November 30, 2026. OFA must refund L&H’s purchase price if the Effective Time does not occur by then; issuance is due within two business days after the later of the Effective Time and waiting-period expiration. OFA also sold 262 preferred shares to TriCore for $235,800 on July 30, 2026, and 111 to Greentree for $99,900 on August 3, 2026.
OFA Group shareholders approved nine proposals at the October 5, 2026 annual meeting. As of the September 17, 2026 record date, 6,453,481 Class A ordinary shares were issued and outstanding, with one vote each; 20,000,000 Class B ordinary shares were issued and outstanding, with 25 votes each.
Following approval of Proposal 6, the Fourth Amended and Restated Memorandum and Articles of Association became effective on October 5, 2026.
OFA Group (symbol: OFAL) is the issuer of record for a Form 8-K filing submitted to the SEC. OFA Group accepted Chief Financial Officer Ernest Yeung’s resignation, effective September 30, 2026, and appointed Eugene M. Johnston as Chief Financial Officer effective October 1, 2026. Yeung’s stated reason for resigning was personal. Johnston has served as Chief Financial Officer of 1776 Acquisition Corp. since November 2025 and Mangoceuticals since October 2022.
Johnston’s employment agreement has an initial two-year term from October 1, 2026, extendable for one year by mutual consent. It provides an annual base salary of $150,000 and, beginning with the fiscal year ending March 31, 2027, eligibility for an annual cash bonus of 0% to 20% of base salary actually paid, at the Compensation Committee’s discretion. Johnston is to receive an initial option to purchase 60,000 Class A ordinary shares and may be eligible for annual options to purchase up to 50,000 shares at the committee’s discretion. The company may terminate the agreement for cause immediately; Johnston may terminate for good reason with 30 days’ written notice, and either party may terminate without cause with 30 days’ written notice.
OFA Group (symbol: OFAL) is the issuer of record for a Form DEF 14A filing submitted to the SEC. OFA Group asks shareholders to vote at its virtual October 5, 2026 annual meeting on six director re-elections, M&K CPAS, PLLC’s appointment for the fiscal year ending March 31, 2027, and capital-structure proposals. One would immediately consolidate authorized, undesignated and unissued shares 10-for-1; a linked proposal, subject to and immediately following that consolidation, would increase authorized capital from US$320,000 to US$22,520,000, including 250,000,000 Class A and 2,000,000,000 undesignated shares. Another proposal, subject to specified shareholder approvals and Board action, would allow consolidations at a cumulative 2-for-1 to 25-for-1 ratio through the next annual meeting, with the Board determining the ratio and effective time. Shareholders are also asked to approve OFA Group’s right, but not obligation, to sell Atsion up to US$100,000,000 of Class A shares over the agreement’s 36-month term.
As of September 17, 2026, 6,453,481 Class A and 20,000,000 Class B shares were outstanding. Class B shares carry 25 votes each versus one vote per Class A share; three main shareholders collectively exercise approximately 98.88% of total voting power. Another proposal would ratify articles effective July 31, 2026, in connection with the 10-for-1 Class A consolidation approved May 21, 2026.
OFA Group (OFAL) is asking shareholders at the 2026 annual meeting to approve a broad package of governance, capital-structure and financing proposals. Shareholders will vote on re-electing six incumbent directors, ratifying M&K CPAS, PLLC as auditor for the year ending March 31, 2027, and ratifying the Third Amended and Restated Memorandum and Articles of Association tied to a previously approved 10‑for‑1 consolidation of Class A ordinary shares.
The company seeks to consolidate all authorized but undesignated and unissued US$0.001 par shares 10‑for‑1 and change them into US$0.01 par shares, keeping total authorized capital at US$320,000. Immediately afterward, it proposes an Authorized Share Capital Increase to US$22,520,000 divided into 250,000,000 Class A shares (US$0.01), 20,000,000 Class B shares (US$0.001) and 2,000,000,000 undesignated shares (US$0.01), plus related amendments to its memorandum and articles.
Subject to those steps, the board is also seeking flexible authority to implement one or more future share consolidations of Class A and undesignated shares at aggregate ratios between 2‑for‑1 and 25‑for‑1, with fractional shares rounded up, and to adopt further amended and restated governing documents after any such consolidations. Another proposal asks shareholders, in accordance with Nasdaq Listing Rule 5635(d), to approve potential issuances of Class A shares under a purchase agreement with Atsion Opportunity Fund LLC – Series 1, under which OFA Group may sell up to US$100,000,000 of Class A shares over 36 months at its discretion. An adjournment proposal would allow the meeting to be postponed if more time is needed to secure votes.
OFA Group, a Cayman holding company for Hong Kong-based design and emerging real-estate/AI tokenization services, reported a net loss of $1.90 million on revenue of $14,879 for the quarter ended June 30, 2026. Losses were driven primarily by $924,586 of depreciation and amortization, including $881,609 of amortization on the recently acquired QikBIM AI software and Hearth blockchain platform, against a very small revenue base.
Total assets were $19.8 million, dominated by $15.2 million of intangible assets, while cash was $178,057 plus $1.68 million of restricted cash. The company disclosed an accumulated deficit of $11.1 million and a net working capital deficit of $4.58 million, and stated that these conditions raise substantial doubt about its ability to continue as a going concern. Management believes this doubt is alleviated by expected proceeds from real world asset tokenization agreements, additional committed equity under its PIPE facility, cost controls, and ongoing service revenue.
During the quarter OFA entered a $7.5 million Real World Asset Tokenization Service Agreement for the Vero 60 project and received a first $3.75 million installment in PPDF tokens, recorded as a contract liability with nil carrying value due to lack of reliable pricing. The company also expanded in Japan via two new subsidiaries, transitioned from foreign private issuer to U.S. domestic filer status, and completed a one-for-ten share consolidation of its Class A Ordinary Shares effective July 31, 2026.
OFA Group appointed Yan Xu as an independent director effective August 7, 2026. He will serve an initial term of one year, with potential renewal upon mutual agreement. The Board determined that he qualifies as an independent director and appointed him to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
Yan Xu, age 39, has more than 15 years of experience in traditional finance, digital assets, investment management, and legal and financial analysis. He founded Vega Ventures, a cryptocurrency-focused investment firm, in 2017. The company states there are no related-party arrangements, family relationships, or material related-party transactions involving Yan Xu that require disclosure.
OFA Group is implementing a 1-for-10 consolidation of its Class A ordinary shares, effective at 12:01 a.m. Eastern Time on July 31, 2026, to support continued listing on the Nasdaq Capital Market. The Class A shares will begin trading on a split-adjusted basis that day under the symbol OFAL with new CUSIP G6713S114.
At the effective time, every ten issued Class A ordinary shares will automatically be consolidated into one Class A ordinary share, reducing issued and outstanding Class A shares from 26,370,521 to approximately 2,637,052, with no fractional shares issued and any fraction rounded down. Class B ordinary shares are not affected. Shareholders approved the consolidation at an extraordinary general meeting on May 21, 2026, and the company will make proportionate adjustments to outstanding options, warrants, convertible securities and equity incentive plan reserves.
OFA Group provides architectural and interior design services, increasingly augmented by proprietary AI tools such as the QikBIM BIM platform and the in‑development PlanAID code‑compliance engine. Operations are centered in the United States with additional activity in Hong Kong, mainland China and Japan, including new subsidiaries and a planned Japan real estate and entertainment venture.
The company is pivoting into digital assets and tokenization. It co‑owns 50% of specified QikBIM intellectual property for a $17,500,000 purchase price, with installments due through 2026. It signed real‑world‑asset tokenization agreements for a Long Island City project with a $15,000,000 platform fee, initially settled partly in PropDeFi tokens recorded at zero value, and a Vero Beach project with a $7,500,000 fee. A crypto strategy contemplates accepting BTC and SOL for services and using treasury capital to buy those assets under defined allocation policies.
To fund growth, OFA arranged a PIPE for up to $50,000,000 in 12% Series A Convertible Preferred Shares and an equity facility with Atsion for up to $100,000,000 in Class A shares, with most net proceeds earmarked for cryptocurrency purchases. A dual‑class structure concentrates roughly 98.68% of voting power in three holders of 20,000,000 Class B shares, while the company works to remedy a Nasdaq minimum‑bid‑price deficiency and has transitioned from foreign private issuer to domestic U.S. reporting status.