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OFA Group (NASDAQ: OFAL) holders approve 2026 equity incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OFA Group held a 2026 Extraordinary General Meeting of Shareholders where investors approved the OFA Group 2026 Equity Incentive Plan. The Board adopted the plan on May 8, 2026, and it became effective upon this shareholder approval.

As of the April 16, 2026 record date, 26,266,846 Class A ordinary shares and 20,000,000 Class B ordinary shares were outstanding, each Class A share carrying one vote and each Class B share carrying 25 votes. Three proposals received strong shareholder support, with each item drawing more than 517 million votes in favor.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Class A shares outstanding 26,266,846 shares Class A ordinary shares as of April 16, 2026 record date
Class B shares outstanding 20,000,000 shares Class B ordinary shares as of April 16, 2026 record date
Votes for Proposal 1 517,538,056 votes Votes for first proposal at 2026 Extraordinary General Meeting
Votes for Proposal 2 517,541,954 votes Votes for second proposal at 2026 Extraordinary General Meeting
Votes for Proposal 3 517,491,380 votes Votes for third proposal at 2026 Extraordinary General Meeting
Equity Incentive Plan financial
"shareholders of OFA Group approved the OFA Group 2026 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Extraordinary General Meeting of Shareholders financial
"at the 2026 Extraordinary General Meeting of Shareholders (the “Meeting”)"
A meeting called by a company outside its regular annual meeting to address urgent or special matters that cannot wait until the next scheduled meeting. Investors attend or vote to decide on actions such as major deals, leadership changes, capital-raising, or rule changes; think of it as an emergency board meeting where shareholders have a direct say and the outcomes can quickly change a company’s strategy, ownership stakes, or financial prospects.
definitive proxy statement regulatory
"contained in the Company’s definitive proxy statement for the Meeting filed"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Broker Non-Votes financial
"Votes For | | Votes Against | | Abstentions | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"Emerging growth company Item 5.02."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
false 0002036307 0002036307 2026-05-21 2026-05-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 21, 2026

 

OFA GROUP

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42592   98-1824417

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

609 Deep Valley Drive, Suite 200 Rolling Hills, CA   92074
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (800) 418-5160

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Ordinary Shares, $0.001 par value per share   OFAL   The Nasdaq Capital Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

As described below in Item 5.07 of this Current Report on Form 8-K, on May 21, 2026, at the 2026 Extraordinary General Meeting of Shareholders (the “Meeting”), the shareholders of OFA Group (the “Company”) approved the OFA Group 2026 Equity Incentive Plan (the “Plan”). The Plan was adopted by the Company’s Board of Directors (the “Board”) on May 8, 2026, and became effective upon the approval of the shareholders at the Meeting.

 

A description of the material terms of the Plan is set forth in Proposal 3 contained in the Company’s definitive proxy statement for the Meeting filed with the Securities and Exchange Commission on May 11, 2026. The description of the Plan is qualified in all respects by the full text of the Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

As of April 16, 2026, the record date of the Meeting, there were 26,266,846 Class A ordinary shares of the Company issued and outstanding, each entitling its holder to one vote, and 20,000,000 Class B ordinary shares of the Company issued and outstanding, each entitling its holder to 25 votes. At the Meeting, the Company’s shareholders voted on the following three proposals:

 

1. Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against allowing the Company’s board of directors to effect a share consolidation of all the Company’s Class A ordinary shares by consolidating them at a ratio of 1 for 10 at any time after approval by the shareholders, and to authorize the board of directors to implement the share consolidation at its discretion

 

Votes For  Votes Against  Abstentions  Broker
Non-Votes		 
517,538,056  58,979  2,364  - 

 

2. Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the adoption of the third amended and restated amended and restated memorandum and articles of association to reflect the share consolidation.

 

Votes For  Votes Against  Abstentions  Broker
Non-Votes		 
517,541,954  54,469  2,976  - 

 

3. Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the approval the 2026 Equity Incentive Plan.

 

Votes For  Votes Against  Abstentions  Broker
Non-Votes		 
517,491,380  56,053  51,966  - 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
10.1   2026 OFA Group Equity Incentive Plan
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 22, 2026 OFA Group
     
  By: /s/ Li Hsien Wong
  Name:  Li Hsien Wong
  Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did OFA Group (OFAL) shareholders approve at the May 2026 meeting?

Shareholders approved the OFA Group 2026 Equity Incentive Plan, making it effective after prior board adoption. This plan governs future equity-based compensation, as described in Proposal 3 of the company’s definitive proxy statement filed on May 11, 2026.

When did OFA Group’s 2026 Equity Incentive Plan become effective?

The 2026 Equity Incentive Plan became effective upon shareholder approval at the 2026 Extraordinary General Meeting. The Board had previously adopted the plan on May 8, 2026, contingent on this shareholder vote to finalize its implementation.

How many OFA Group Class A and Class B shares were outstanding for the vote?

As of the April 16, 2026 record date, OFA Group had 26,266,846 Class A ordinary shares and 20,000,000 Class B ordinary shares outstanding. Each Class A share had one vote, while each Class B share carried 25 votes in shareholder matters.

How strong was shareholder support for OFA Group’s meeting proposals?

Each of the three proposals received over 517 million votes in favor, with relatively few votes against or abstentions. The tallies indicate broad shareholder backing for the items presented at the 2026 Extraordinary General Meeting of Shareholders.

Where can investors find details of OFA Group’s 2026 Equity Incentive Plan?

Key terms are summarized in Proposal 3 of OFA Group’s definitive proxy statement for the 2026 Extraordinary General Meeting. The full plan text is filed as Exhibit 10.1 and incorporated by reference in the company’s current report.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents