false
0002036307
0002036307
2026-06-04
2026-06-04
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): 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 |
