OFA Group adds share conversion to $1M fee

OFA Group amended its conditional waiver with Atsion Opportunity Fund so any unpaid portion of a $1,000,000 commitment fee can convert into Class A ordinary shares if the company defaults on the payment schedule.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

OFA Group amended its conditional waiver with Atsion Opportunity Fund so any unpaid portion of a $1,000,000 commitment fee can convert into Class A ordinary shares if the company defaults on the payment schedule. The unpaid balance would convert at the volume-weighted average price before the share transfer date, capped at 3,000,000 shares. The potential issuance of these "Default Shares" is described as exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Insights

Amended fee terms add contingent equity overhang tied to a $1M obligation.

The amendment changes Atsion’s commitment fee protection from pure cash acceleration and daily liquidated damages to potential equity settlement. If OFA Group misses scheduled payments on the $1,000,000 fee, the remaining balance can convert into Class A shares at a VWAP-based price, with a cap of 3,000,000 shares.

This introduces a conditional dilution mechanism rather than immediate share issuance. Actual impact depends on whether a default occurs, the stock’s trading price when calculated, and how the 3,000,000-share cap compares to existing shares. The filing also confirms reliance on Section 4(a)(2), indicating a private, not public, issuance framework.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Commitment fee amount: $1,000,000 Liquidated damages rate: 1% per day Default Shares cap: 3,000,000 shares

3 metrics

Commitment fee amount $1,000,000 Fee owed by OFA Group to Atsion under the purchase agreement

Liquidated damages rate 1% per day Accrues on the $1,000,000 commitment fee after default under original waiver

Default Shares cap 3,000,000 shares Maximum Class A shares issuable on conversion of unpaid commitment fee

Key Terms

variable rate transaction, PIPE, commitment fee, liquidated damages, +1 more

5 terms

variable rate transaction financial

"was prohibited from entering into any variable rate transaction (the Restriction)"

PIPE financial

"an initial closing of a certain purchase agreement ... (the “PIPE”)"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

commitment fee financial

"subject the Company’s obligation to pay Atsion a commitment fee of $1,000,000"

A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.

liquidated damages financial

"liquidated damages shall accrue at one percent (1%) of the commitment fee each day"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"issuance of the Default Shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933"

FAQ

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

What did OFA Group (OFAL) change in its agreement with Atsion?

OFA Group amended its conditional waiver with Atsion so any unpaid portion of a $1,000,000 commitment fee can, upon default, be paid in Class A ordinary shares instead of cash, using a VWAP-based conversion price and a 3,000,000-share cap.

How many OFA Group shares could be issued under the amended commitment fee terms?

If OFA Group defaults on the commitment fee schedule, the remaining unpaid balance may convert into Class A ordinary shares. The amendment caps these "Default Shares" at a maximum of 3,000,000 shares, with the exact number determined by the VWAP-based conversion price at the relevant time.

What is the size of the commitment fee owed by OFA Group to Atsion?

The commitment fee specified in the Atsion purchase agreement is $1,000,000. The original waiver tied this fee to a payment schedule and allowed acceleration plus daily liquidated damages on default; the amendment adds the option to settle any unpaid balance in equity within a 3,000,000-share cap.

How is the conversion price for OFA Group’s Default Shares determined?

The conversion price for any Default Shares equals the volume-weighted average price of OFA Group’s Class A ordinary shares on the trading day immediately before the defined Share Transfer Date. This VWAP-based pricing determines how much of the unpaid commitment fee translates into equity, subject to the 3,000,000-share limit.

Is the potential issuance of OFA Group Default Shares registered with the SEC?

The filing states that issuance of any Default Shares would be exempt from SEC registration under Section 4(a)(2) of the Securities Act of 1933, indicating a private placement structure rather than a registered public offering, and tying the exemption specifically to this contingent equity mechanism.

What happens if OFA Group defaults under the original commitment fee terms?

Under the original waiver, if OFA Group defaulted on the commitment fee schedule, Atsion could declare the entire remaining unpaid balance immediately due and liquidated damages would accrue daily at one percent of the $1,000,000 commitment fee, creating substantial cash and penalty exposure independent of the new equity conversion option.

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

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Accepted by SEC EDGAR 06/05/2026 - 05:34 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): June 4, 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 3.02 Unregistered Sales of Equity Securities.

As previously reported on Form 6-K, on July 22, 2025, OFA Group (the “Company”) entered into a purchase agreement dated July 14, 2025 (the “Atsion Purchase Agreement”) with Atsion Opportunity Fund LLC – Series 1 (“Atsion”), pursuant to which the Company, among others, was prohibited from entering into any variable rate transaction (the Restriction”). On October 28, 2025, the Company and Atsion entered into a waiver, pursuant to which Atsion agreed to waive the Restriction in relation to an initial closing of a certain purchase agreement, dated as of October 29, 2025, by and among the Company and certain investors (the “PIPE”). Further, on March 25, 2026, the Company and Atsion entered into a conditional waiver for the second and third closing of the PIPE (the “Original Waiver”). On June 4, 2026, the Company entered into Amendment No. 1 to the Conditional Waiver of Covenant (the “Amendment”) with Atsion, amending certain provisions of the Original Waiver. Further, the Original Waiver amended the Atsion Purchase Agreement to subject the Company’s obligation to pay Atsion a commitment fee of $1,000,000 to a payment schedule therein, and if the Company defaults in any of the payments, the entire remaining unpaid balance of the commitment fee shall, at the Atsion’s election, become immediately due and payable, and liquidated damages shall accrue at one percent (1%) of the commitment fee each day. Pursuant to the Amendment, if the Company defaults in the payment of commitment fee, the remaining unpaid balance of the commitment fee shall be converted into Class A ordinary shares (“Default Shares”) at a conversion price equal to volume-weighted average price of Company’s Class A ordinary shares on the day immediately prior to the Share Transfer Date (as defined in the Amendment), provided, however, that the number of Default Shares will not exceed 3,000,000 shares.

The issuance of the Default Shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

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: June 5, 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

OFA Group adds share conversion to $1M fee

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