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0002036307
0002036307
2026-10-05
2026-10-05
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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): October 5, 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
5.07 Submission of Matters to a Vote of Security Holders
On
October 5, 2026, OFA Group (the “Company”) held an annual meeting of shareholders (the “Meeting”). As of September
17, 2026, the record date of the Meeting, there were 6,453,481 Class A ordinary shares of the Company issued and outstanding, each entitling
its holder to one vote, and 20,000,000 Class B ordinary shares of the Company issued and outstanding, each entitling its holder to 25
votes. At the Meeting, the Company’s shareholders approved the following nine proposals:
| 1. |
To
approve, as ordinary resolutions, the re-election of each of Larry Wong, Keith Chong, John Chiang, Andrew Scott, Erwin Baquiran Pineda,
and Yan Xu to serve as a director on the Company’s board of directors (the “Board”) for a term that expires at
the next annual general meeting of the Company (being the 2027 annual meeting of shareholders). |
Nominee |
|
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| Larry
Wong |
|
501,075,333 |
|
13,697 |
|
10,325 |
|
N/A |
|
| Keith
Chong |
|
501,075,333 |
|
13,697 |
|
10,325 |
|
N/A |
|
| John
Chiang |
|
501,075,233 |
|
13,797 |
|
10,325 |
|
N/A |
|
| Andrew
Scott |
|
501,075,363 |
|
13,647 |
|
10,345 |
|
N/A |
|
| Yan
Xu |
|
501,075,333 |
|
13,697 |
|
10,325 |
|
N/A |
|
| Erwin
Baquiran Pineda |
|
501,075,233 |
|
13,697 |
|
10,425 |
|
N/A |
|
| 2. |
To
approve and ratify, as an ordinary resolution, the appointment of M&K CPAS, PLLC as the Company’s independent registered
public accounting firm for the fiscal year ending March 31, 2027. |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 501,084,089 |
|
11,586 |
|
3,680 |
|
N/A |
|
| 3. |
To
approve and ratify, as a special resolution, the form of Third Amended and Restated Memorandum and Articles of Association filed
with the Registrar of Companies of the Cayman Islands as the memorandum and articles of association of the Company in connection
with the 10-for-1 consolidation of the Company’s Class A ordinary shares approved by the Company’s shareholders at the
extraordinary general meeting held on May 21, 2026. |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 501,071,204 |
|
28,051 |
|
100 |
|
n/a |
|
| 4. |
To
approve, as an ordinary resolution, a proposal to immediately effect a share consolidation of all of the Company’s authorized
but undesignated and unissued shares of a par value of US$0.001 each, of such class or classes (however designated) as the board
of directors may determine in accordance with Article 2 of the Articles of Association of the Company at a ratio of 10-for-1 (the
“Undesignated Shares Consolidation”). |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 501,071,038 |
|
26,717 |
|
1,600 |
|
N/A |
|
| 5. |
To
approve, as an ordinary resolution, subject to and immediately following the Undesignated Share Consolidation being effected, a proposal
authorizing an increase of the authorized share capital of the Company (the “Authorized Share Capital Increase”). |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 501,061,273 |
|
36,482 |
|
1,600 |
|
N/A |
|
| 6. |
To
approve, as a special resolution, subject to and immediately following the Authorized Share Capital Increase being effected, the
adoption by the Company of amended and restated memorandum and articles of association (the “Fourth M&AA”) to reflect
the Undesignated Share Consolidation and the Authorized Share Capital Increase. |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 501,061,271 |
|
36,484 |
|
1,600 |
|
N/A |
|
| 7. |
To
approve, as an ordinary resolution, subject to the approval of the Undesignated Share Consolidation and the Authorized Share Capital,
a proposal to allow the Board to effect one or more share consolidations of the Company’s authorized, issued and outstanding
Class A ordinary shares of a par value of US$0.01 each, and the Company’s authorized but undesignated and unissued shares of
a par value of US$0.01 each, at any one time or multiple times during the period between the date of the Annual Meeting and the date
of the Company’s next annual general meeting, at the exact consolidation ratio and effective time as the Board may determine
in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, “Share
Consolidations”, and each a “Share Consolidation”) shall not be less than 2-for-1 nor greater than 25-for-1, and
to authorize the Board to implement each Share Consolidation at its discretion. |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 501,061,271 |
|
36,484 |
|
1,600 |
|
N/A |
|
| 8. |
To
approve, as a special resolution, the adoption of amended and restated memorandum and articles of association to reflect the Share
Consolidation(s). |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 501,061,271 |
|
36,484 |
|
1,600 |
|
N/A |
|
| 9. |
To
approve, as an ordinary resolution, that in accordance with Nasdaq Listing Rule 5635(d), the issuance of Class A ordinary shares
pursuant to the purchase agreement, dated July 14, 2025, (the “ELOC Purchase Agreement”) with Atsion Opportunity Fund
LLC – Series 1 (“Atsion”), which provides that, upon the terms and subject to the conditions and limitations set
forth therein, the Company has the right, but not the obligation, to sell to Atsion up to $100,000,000 of its Class A ordinary shares
from time to time over the 36-month term of the ELOC Purchase Agreement. |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
| 501,062,966 |
|
34,789 |
|
1,600 |
|
N/A |
|
Following
the approval of Proposal 6, the Fourth M&AA became effective on the date of the Meeting. A copy of the Fourth M&AA to be filed
with the Registrar of Companies in the Cayman Islands is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit |
|
Description |
| 3.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association |
| 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:
October 9, 2026 |
OFA
Group |
| |
|
|
| |
By: |
/s/
Li Hsien Wong |
| |
Name: |
Li
Hsien Wong |
| |
Title: |
Chief
Executive Officer |
