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2026-03-31
2026-03-31
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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): March 31, 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 |
|
90274 |
| (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
1.01. Entry into a Material Definitive Agreement.
On
March 31, 2026, Office for Fine Architecture Limited, a subsidiary of the Registrant (the “Buyer”), entered into an Intellectual
Property Assignment and Co-Ownership Agreement (the “Agreement”) with Alan To AI Consultancy Co. Limited (the “Seller”).
Pursuant to the Agreement, the Buyer acquired from the Seller a 50% undivided co-ownership interest in certain intellectual property
relating to the QIKBIM system and related deliverables, including specified rights relating to the United States standards and Hong Kong
standards adaptation and commercialization version of such system (the “Acquired IP”). The Agreement also amends, restates,
replaces and supersedes certain prior option-to-purchase, exclusivity, license, acquisition-cost conversion, governance and related mechanics
contained in the parties’ prior co-development arrangements with respect to the Acquired IP and the related business.
Under
the Agreement, the aggregate purchase price for the acquired interest is $17,500,000. The Agreement provides those historical payments
previously made by Buyer and/or its affiliates to Seller in the aggregate amount of $11,994,800 are credited against the purchase price.
The Buyer is also obligated to pay Seller (i) a final installment of $2,998,700 on or before December 31, 2026, and (ii) supplemental
consideration of $2,506,500 on or before December 31, 2026. In addition, the Agreement contemplates that Buyer will deposit $880,000
into an escrow account designated by Buyer, which amount will constitute part of, and not in addition to, the purchase price and will
be credited against the supplemental consideration when released to Seller. Any unpaid final installment or supplemental consideration
not paid when due will accrue simple interest at a rate of 3% per annum or the maximum rate permitted by applicable law, whichever is
lower. The Agreement further provides that any delay or failure by Buyer to pay any portion of the purchase price when due does not unwind,
rescind or automatically reverse the assignment of the acquired interest.
Following
the closing, Buyer and Seller hold the Acquired IP as contractual co-owners; however, the Agreement provides that the Buyer has the sole
and final right, power and authority to manage, control and direct operational, technical, strategic and commercial matters relating
to the Acquired IP and the related QIKBIM business, including product roadmap, technical architecture, branding, pricing, customer contracting,
licensing and sublicensing, cloud deployment, data governance, budgets and compliance matters. Seller’s consent rights are limited
to certain narrowly defined fundamental matters. The Agreement also contains restrictions on the Seller’s ability to transfer its
retained interest, grant licenses or other rights with respect to the Acquired IP, compete with the QIKBIM business using the Acquired
IP, or otherwise impair Buyer’s practical control of the Acquired IP or related business.
The
Agreement grants Buyer an irrevocable option to acquire all or any portion of Seller’s retained interest upon the occurrence of
specified events, including certain material breaches, prohibited transfers, impairment of underlying rights, insolvency events relating
to Seller, or events materially impairing Buyer’s practical control of or ability to commercialize the Acquired IP or related business.
The
Agreement further provides that net monetization proceeds from the Acquired IP will be shared 50% to Buyer and 50% to Seller, subject
to the recovery by Buyer of certain buyer-funded development amounts from such proceeds before any 50/50 distribution to Seller. Buyer
controls invoicing, collection, accounting, and remittance with respect to the Acquired IP and related business.
In
addition, Seller has agreed to provide transition support, technical cooperation, bug fixes, troubleshooting, maintenance support, deployment
support, knowledge transfer and handover assistance for a period of 24 months following the effective date of the Agreement, including
critical issue response obligations and commercially reasonable efforts to maintain underlying rights necessary for the operation, maintenance,
and support of the QIKBIM business.
The
Agreement also contains customary and negotiated provisions relating to representations and warranties, indemnification, confidentiality,
public announcements, cooperation, dispute resolution and other miscellaneous matters. Among other things, the Agreement provides that
Buyer has the sole right to determine the timing, manner and content of any public announcement, securities filing, stock exchange filing,
investor communication or other public-company disclosure relating to the Agreement, the Acquired IP or the related business.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit |
|
Description |
| 10.1 |
|
Intellectual Property Assignment and Co-Ownership Agreement, dated as of March 31, 2026, by and between Office for Fine Architecture Limited and Alan To AI Consultancy Co. Limited. |
| 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:
April 6, 2026 |
OFA
Group |
| |
|
|
| |
By: |
/s/
Li Hsien Wong |
| |
Name: |
Li
Hsien Wong |
| |
Title: |
Chief
Executive Officer |
