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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): April 2, 2026
| OFA
GROUP |
| (Exact
name of registrant as specified in its charter) |
| Cayman
Islands |
|
001-42592 |
|
00-0000000Not
Applicable |
(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 $0.001 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.
Won
Ping Cheng
On
April 2, 2026, the Board of Directors (the “Board”) of OFA Group (the “Company”) accepted Won Ping Cheng’s
letter of resignation as a member of the Board and as a member of the Audit Committee of the Board, effective immediately. Mr. Cheng’s
decision to resign is not due to any disagreement with the Company, the Board, or any member of the Company’s management.
Erwin
Baquiran Pineda
On
April 2, 2026 (the “Effective Date”), the Board appointed Erwin Baquiran Pineda as an independent director of the Company,
effective immediately, for an initial term of two 2 years, subject to renewal upon the mutual agreement of the parties. The Board has
determined that Mr. Pineda qualifies as an independent director and appointed him to serve as a member of the audit committee, the compensation
committee of the Board and the nominating and corporate governance committee.
Also,
on April 2, 2026, the Company entered into an independent director agreement (the “Pineda Director Agreement”) with Mr. Pineda.
Pursuant to the Pineda Director Agreement, Mr. Pineda is (i) entitled to annual cash compensation of $20,000, payable in 6 equal bi-monthly
payments for his Board service; (ii) eligible to receive annual grants of 30,000 restricted ordinary shares (the “ROSs”)
(the “Annual ROS Grant”), prorated for the portion of the year remaining following the Effective Date; (iii) eligible to
receive other compensation consistent with the Company’s non-employee director compensation program. The Annual ROS Grant for 2026
shall be prorated for the portion of the year remaining following the Effective Date and thereafter, subject to his continued service
as a director, Mr. Pineda will be eligible to receive an Annual ROS Grant on January 1 of each year. Each Annual ROS Grant will vest
in 4 approximately equal quarterly installments, with vesting occurring on the last day of each calendar quarter, and the final installment
vesting on the first anniversary of the applicable grant date, in each case subject to Mr. Pineda’s continuous service on the Board
through each applicable vesting date.
Erwin
Baquiran Pineda, age 60, is a real estate executive, entrepreneur, and community leader with a strong track record of scaling organizations,
building high-performing teams, and driving strategic growth. Since 2020, Mr. Pineda has been serving as the Chief Executive Officer
and Co-Founder of Coldwell Banker Exclusive, a real estate brokerage firm. From 2020 to 2025, Mr. Pineda served as a member of the board
of directors of Asian Business Association a non-profit organization dedicated to empowering Asian American entrepreneurs through advocacy,
networking opportunities, and business development resources. Between 2016 to 2024 he served as the member of the board
of Center for the Pacific Asian Family a non-profit organization that provides multi-lingual and multi-cultural services to address domestic
violence and sexual assault within the Asian and Pacific Islander communities. From 2000 to 2020, Mr. Pineda served as a member of the
board for Pacific Real Estate Properties a real estate brokerage firm. Mr. Pineda has a Bachelor of Science degree in electrical
engineering from University of California, Los Angeles.
There
are no arrangements or understanding between the Company and Mr. Pineda pursuant to which Mr. Pineda was appointed and there is no family
relationship between or among any director or executive officer of the Company or Mr. Pineda. There are no transactions, to which the
Company is or was a participant and in which Mr. Pineda has a material interest subject to disclosure under Item 404(a) of Regulation
S-K.
The
foregoing summary of the Pineda Director Agreement is not complete and is qualified in its entirety by reference to the full text of
the Pineda Director Agreement, a copy of which is attached hereto as Exhibits 10.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit |
| 10.1 |
|
Independent Director Agreement, dated April 2, 2026, by and between OFA Group and Erwin Baquiran Pineda |
| 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.
| Dated:
April 8, 2026 |
OFA
GROUP |
| |
|
|
| |
By: |
/s/
Li Hsien Wong |
| |
Name: |
Li
Hsien Wong |
| |
Title: |
Chief
Executive Officer |
