UNITED STATES
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CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities.
As previously disclosed, on October 29, 2025, OFA Group (the “Company”) entered into a Securities Purchase Agreement (as amended, supplemented or waived from time to time, the “Purchase Agreement”) with certain investors, including TriCore Foundation, LLC (“TriCore”), relating to the offer and sale, from time to time and subject to the terms and conditions set forth therein, of shares of the Company’s Series A Convertible Preferred Shares (the “Series A Preferred Shares”).
On June 17, 2026, the Company completed an additional closing under the Purchase Agreement with TriCore (the “Additional Closing”). At the Additional Closing, the Company issued and sold to TriCore 356 Series A Preferred Shares for an aggregate purchase price of $320,400. The Series A Preferred Shares issued at the Additional Closing have an aggregate stated value of $356,000.
TriCore is a related party of the Company. In connection with the Additional Closing, TriCore waived certain conditions to the Additional Closing under the Purchase Agreement and related transaction documents.
No Class A ordinary shares, conversion shares or dividend shares were issued at the Additional Closing, and no conversion of Series A Preferred Shares occurred at the Additional Closing.
The issuance and sale of the Series A Preferred Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption based in part on representations made by TriCore in the Purchase Agreement, including representations regarding TriCore’s accredited investor status, investment intent, sophistication, access to information and ability to bear the economic risk of the investment.
The foregoing description of the Purchase Agreement and the Series A Preferred Shares does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and the Certificate of Designations of Series A Convertible Preferred Shares previously filed with the Securities and Exchange Commission.
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 23, 2026 | OFA Group | |
| By: | /s/ Li Hsien Wong | |
| Name: | Li Hsien Wong | |
| Title: | Chief Executive Officer | |