OFA Group sets 10-for-1 share consolidation for Nov. 10
Class B ordinary shares and designated Series A Convertible Preferred Shares are unaffected; related Class A-linked securities receive proportionate adjustments.
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Rhea-AI Filing Summary
OFA Group will consolidate its Class A ordinary shares at a 10-for-1 ratio, effective November 10, 2026. At the effective time, every ten authorized, issued and outstanding Class A ordinary shares will become one share, reducing the issued and outstanding Class A count from 9,000,910 to approximately 900,093, subject to rounding for fractional shares. The company says the consolidation is intended to support its continued listing on the Nasdaq Capital Market. Class A shares are expected to begin trading on a split-adjusted basis at the open of trading on November 10 under the existing symbol OFAL. Class B ordinary shares and designated Series A Convertible Preferred Shares are unaffected. Proportionate adjustments will be made to Class A shares underlying outstanding options, warrants and convertible securities, to their exercise or conversion prices, and to shares reserved under equity incentive plans. Shareholders holding shares in book-entry form or through a bank, broker or other nominee do not need to take action; positions will be adjusted automatically.
Filing Explained
The November 10, 2026, 10-for-1 consolidation is approved but not yet effective; OFA says it also covers authorized but undesignated and unissued Class A shares, reducing that portion of the authorized share pool when it takes effect.
8-K Event Classification
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split-adjusted basis market
Stock Split
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On November 5, 2026, OFA Group (the “Company”) issued a press release announcing that it is effecting a 10-for-1 share consolidation of all of its Clas A ordinary shares, effective November 10, 2026, in order to support the Company’s continued listing on the Nasdaq Capital Market.
The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release, dated November 5, 2026. | |
| 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: November 5, 2026 | OFA Group | |
| By: | /s/ Li Hsien Wong | |
| Name: | Li Hsien Wong | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
OFA Group Announces 10-for-1 Consolidation of Class A Ordinary Shares
Torrance, Calif., November 5, 2026 (GLOBE NEWSWIRE) — OFA Group (Nasdaq: OFAL) (the “Company”) today announced that it will effect a consolidation of its Class A ordinary shares at a ratio of 10-for-1 (the “Share Consolidation”), effective as of 12:01 a.m. Eastern Time on November 10, 2026 (the “Effective Time”). The Company’s Class A ordinary shares are expected to begin trading on a split-adjusted basis on The Nasdaq Capital Market at the open of trading on November 10, 2026, under the existing symbol “OFAL” with a new CUSIP number, G6713S122.
At the Effective Time, every ten (10) authorized, issued and outstanding Class A ordinary shares will automatically be consolidated into one (1) Class A ordinary share, reducing the number of issued and outstanding Class A ordinary shares from 9,000,910 to approximately 900,093 (subject to rounding for fractional shares). No fractional shares will be issued in connection with the Share Consolidation. Any fractional share that would otherwise result will be rounded up to the nearest whole share.
The Share Consolidation will also consolidate, at a ratio of 10-for-1, the Company’s authorized but undesignated and unissued shares. None of the Company’s (i) authorized or issued and outstanding Class B ordinary shares, or (ii) designated (whether issued and outstanding or unissued) Series A Convertible Preferred Shares, are affected by the Share Consolidation.
The Share Consolidation was approved by the Company’s shareholders at an annual general meeting held on October 5, 2026 and by the Company’s Board of Directors on October 26, 2026.
Shareholders holding shares in book-entry form or through a bank, broker or other nominee do not need to take any action. Positions will be automatically adjusted to reflect the Share Consolidation.
Proportionate adjustments will be made to the number of Class A ordinary shares underlying, and the exercise or conversion prices of, the Company’s outstanding options, warrants and convertible securities, and to the number of Class A ordinary shares reserved under the Company’s equity incentive plans.
About OFA Group
OFA Group (Nasdaq: OFAL), through its wholly owned operating subsidiary, Office for Fine Architecture Limited, provides comprehensive architectural design and fit-out services for commercial and residential buildings. The Company is also developing proprietary artificial intelligence technologies designed to transform architectural planning, BIM automation, and digital construction workflows. By combining architectural expertise with AI-driven software solutions, OFA seeks to improve efficiency, scalability, and innovation across the global Architecture, Engineering and Construction (AEC) industry.
Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “continue,” “anticipate,” “assume,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “hope,” “intend,” “target,” “forecast,” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated. The forward-looking statements included in this press release are made only as of the date of this press release. The Company undertakes no obligation to update any forward-looking statements except as required by applicable law.
Contact
Investor Relations
OFA Group
Email: info@ofagroup.com
Website: www.ofagroup.com