Are there any related-party arrangements between OFA Group (OFAL) and Yan Xu?

The company states there are no arrangements or understandings under which Yan Xu was appointed, no family relationships with directors or officers, and no Item 404(a) Regulation S-K transactions in which he has a material interest.

OFA Group adds Yan Xu as independent director

Q: What committees will Yan Xu serve on at OFA Group (OFAL)?

Yan Xu was appointed to the Board’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, reflecting the Board’s determination that he qualifies as an independent director under applicable standards.

Q: What is Yan Xu’s background as described by OFA Group (OFAL)?

Yan Xu, age 39, has over 15 years experience in traditional finance, digital assets, investment management, and legal and financial analysis, and since 2017 has been founder of Vega Ventures, a cryptocurrency-focused blockchain and digital asset investment firm.

Q: How long is Yan Xu’s initial term on the OFA Group (OFAL) board?

Yan Xu’s initial term as an independent director is one (1) year, starting August 7, 2026, and may be renewed in the future upon the mutual agreement of Yan Xu and OFA Group.

Q: Who signed OFA Group’s disclosure about Yan Xu’s appointment?

The disclosure was signed on August 13, 2026, by Li Hsien Wong, who is identified as the company’s Chief Executive Officer, acting on behalf of OFA Group as registrant.

OFA Group appointed Yan Xu as an independent director effective August 7, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

Effective date of appointment: August 7, 2026 Initial board term length: One (1) year Yan Xu age: 39 +1 more

4 metrics

Effective date of appointment August 7, 2026 Date Yan Xu’s service as independent director began

Initial board term length One (1) year Initial term for Yan Xu as independent director, subject to renewal

Yan Xu age 39 Age of Yan Xu at the time of appointment

Filing signature date August 13, 2026 Date the report was signed by the Chief Executive Officer

Key Terms

independent director, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, +1 more

5 terms

independent director regulatory

"appointed Yan Xu as an independent director of the Company"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Audit Committee financial

"appointed him to serve as a member of the Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Compensation Committee financial

"a member of the Audit Committee, the Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Nominating and Corporate Governance Committee financial

"and the Nominating and Corporate Governance Committee of the Board"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

emerging growth company regulatory

"Emerging growth company"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did OFA Group (OFAL) disclose on August 7, 2026?

OFA Group appointed Yan Xu as an independent director effective August 7, 2026, for an initial one-year term, with renewal subject to mutual agreement between Yan Xu and the company.

What committees will Yan Xu serve on at OFA Group (OFAL)?

Yan Xu was appointed to the Board’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, reflecting the Board’s determination that he qualifies as an independent director under applicable standards.

What is Yan Xu’s background as described by OFA Group (OFAL)?

Yan Xu, age 39, has over 15 years experience in traditional finance, digital assets, investment management, and legal and financial analysis, and since 2017 has been founder of Vega Ventures, a cryptocurrency-focused blockchain and digital asset investment firm.

How long is Yan Xu’s initial term on the OFA Group (OFAL) board?

Yan Xu’s initial term as an independent director is one (1) year, starting August 7, 2026, and may be renewed in the future upon the mutual agreement of Yan Xu and OFA Group.

Who signed OFA Group’s disclosure about Yan Xu’s appointment?

The disclosure was signed on August 13, 2026, by Li Hsien Wong, who is identified as the company’s Chief Executive Officer, acting on behalf of OFA Group as registrant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 04:32 PM Accepted by SEC EDGAR 08/13/2026 - 04:30 PM

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): August 7, 2026

OFA GROUP

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42592		Not Applicable00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

609 Deep Valley Drive, Suite 200

Rolling Hills, CA

90274

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(800) 418-5160

Not applicable

(Former name or former address, if changed since last report)

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, par value $0.01 per share		OFAL		The Nasdaq Stock 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.

On August 7, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of OFA Group (the “Company”) appointed Yan Xu as an independent director of the Company, effective immediately, for an initial term of one (1) year, subject to renewal upon the mutual agreement of the parties. The Board has determined that Mr. Xu qualifies as an independent director and appointed him to serve as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.

Yan Xu, age 39, is an accomplished investment professional with more than 15 years of experience spanning traditional finance, digital assets, investment management, and legal and financial analysis. Since 2017, Mr. Xu has been serving as founder of Vega Ventures, a cryptocurrency-focused investment firm specializing in blockchain and digital asset investments. From 2012 to 2017 Mr. Xu worked as an independent investment specialist focused on the traditional internet sector, where he conducted comprehensive investment research, evaluated business models, assessed market competitiveness, and provided data-driven investment recommendations across a broad range of technology companies. Mr. Xu has a Bachelor of Science degree in in law and financial management from Tianjin University of Science and Technology.

There are no arrangements or understanding between the Company and Mr. Xu pursuant to which Mr. Xu was appointed and there is no family relationship between or among any director or executive officer of the Company or Mr. Xu. There are no transactions, to which the Company is or was a participant and in which Mr. Xu has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

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.

Dated: August 13, 2026	OFA GROUP

	By:	/s/ Li Hsien Wong
	Name:	Li Hsien Wong
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents