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): May 21, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described below in Item 5.07 of this Current Report on Form 8-K, on May 21, 2026, at the 2026 Extraordinary General Meeting of Shareholders (the “Meeting”), the shareholders of OFA Group (the “Company”) approved the OFA Group 2026 Equity Incentive Plan (the “Plan”). The Plan was adopted by the Company’s Board of Directors (the “Board”) on May 8, 2026, and became effective upon the approval of the shareholders at the Meeting.
A description of the material terms of the Plan is set forth in Proposal 3 contained in the Company’s definitive proxy statement for the Meeting filed with the Securities and Exchange Commission on May 11, 2026. The description of the Plan is qualified in all respects by the full text of the Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
As of April 16, 2026, the record date of the Meeting, there were 26,266,846 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 voted on the following three proposals:
| 1. | Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against allowing the Company’s board of directors to effect a share consolidation of all the Company’s Class A ordinary shares by consolidating them at a ratio of 1 for 10 at any time after approval by the shareholders, and to authorize the board of directors to implement the share consolidation at its discretion |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 517,538,056 | 58,979 | 2,364 | - |
| 2. | Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the adoption of the third amended and restated amended and restated memorandum and articles of association to reflect the share consolidation. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 517,541,954 | 54,469 | 2,976 | - |
| 3. | Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the approval the 2026 Equity Incentive Plan. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 517,491,380 | 56,053 | 51,966 | - |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 10.1 | 2026 OFA Group Equity Incentive Plan | |
| 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: May 22, 2026 | OFA Group | |
| By: | /s/ Li Hsien Wong | |
| Name: | Li Hsien Wong | |
| Title: | Chief Executive Officer | |