SHAREHOLDERS’ EQUITY |
3 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| SHAREHOLDERS’ EQUITY | NOTE 11. SHAREHOLDERS’ EQUITY
Class A Ordinary Shares
The Company is authorized to issue Class A Ordinary Shares, par value of $ (the “Class A Ordinary Shares”) and Class B Ordinary Shares, par value $ per share (the “Class B Ordinary Shares”). As of June 30, 2026 and March 31, 2026, the Company had ( shares before giving effect to the share consolidation) and ( shares before giving effect to the share consolidation) Class A Ordinary Shares issued and outstanding, respectively.
On April 2, 2024, the Company entered a $600,000 bridge loan agreement with Precursor to finance expenses related to the proposed listing. The loan bears interest at an annual rate of 12% and was convertible into ( shares before giving effect to the share consolidation) Class A Ordinary Shares at a conversion price of $1 per share upon the election of conversion. On September 12, 2024, Precursor elected to convert the full outstanding principal of $600,000, and ( shares before giving effect to the share consolidation) Class A Ordinary Shares were issued. For the year ended March 31, 2025, the total amount of offering costs and other general and administrative expenses incurred amounted to $520,547 which will be paid through the loan proceeds. The remaining balance of $79,453, which was not utilized for expenses, will be either paid in cash by Precursor to the Company or otherwise transferred in accordance with the terms of the agreement. As of June 30, 2026, the remaining balance was $0. With over payment of $, total $ was booked into equity for the year ended March 31, 2026.
OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025
On March 26, 2026, L&H Inc. delivered a conversion notice electing to convert shares of Series A Preferred Shares, with aggregate stated value of $, reflecting the 110% multiplier, and an aggregate conversion amount of $122,026 inclusive of accrued dividends. On April 9, 2026, the Company issued Class A Ordinary Shares ( shares before giving effect to the reverse stock split) pursuant to the conversion, at a conversion price of $0.356 ($ with respect to the accrued dividend portion).
On March 31, 2026, L&H Inc. delivered a conversion notice electing to convert shares of Series A Preferred Shares, with aggregate stated value of $, reflecting the 110% multiplier, and an aggregate conversion amount of $152,533 inclusive of accrued dividends. On April 9, 2026, the Company issued Class A Ordinary Shares ( shares before giving effect to the reverse stock split), pursuant to the conversion, at a conversion price of $0.3622 ($ with respect to the accrued dividend portion).
On May 1, 2026, L&H Inc. elected to convert shares of Series A Preferred Shares (aggregate stated value of $, reflecting the 110% multiplier, and an aggregate conversion amount of $44,071 inclusive of accrued dividends) were converted at a conversion price of $0.4603 ($ on the dividend portion) into Class A Ordinary Shares ( shares before giving effect to the reverse stock split).
Share-based Compensation
For the year ended March 31, 2026, a total of shares ( shares before giving effect to the share consolidation) were issued for professional service. Please refer to Note 14 for more information.
No additional share-based compensation was recognized during the three months ended June 30, 2026.
IPO
On May 22, 2025, the Company completed its IPO of ( shares before giving effect to the share consolidation) Ordinary Shares, at a public offering price of $ ($ per share pre-share consolidation), resulting in gross proceeds of approximately $15.0 million, before underwriting discounts and offering expenses. In connection with the IPO, the underwriters exercised their over-allotment option in full to purchase an additional ( shares before giving effect to the share consolidation) Class A Ordinary Shares, at the split-adjusted public offering price of $ ($ per share pre-share consolidation) per share. The over-allotment option exercise closed on June 5, 2025. Deferred offering costs of $266,028 were offset against the proceeds from the IPO.
Atsion Opportunity Fund LLC Agreement
On July 14, 2025, the Company entered into the Purchase Agreement (the “Atsion Purchase Agreement”) with Atsion Opportunity Fund LLC – Series 1 (“Atsion”), pursuant to which the Company have the right, but not the obligation, to sell up to $100,000,000 (which may be increased to $ upon mutual agreement by us and Atsion) of Class A Ordinary Shares, to Atsion, subject to the terms and conditions set forth therein. In furtherance of the Equity Facility, the Company and Atsion also entered into a related Registration Rights Agreement pursuant to which the Company have agreed to register for resale on a registration statement on Form S-1 the Class A Ordinary Shares issuable to Atsion pursuant to the Equity Facility.
OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025
In consideration for entering into the Purchase Agreement, the Company have agreed to issue Atsion Commitment Shares. If the aggregate value of the Commitment Shares, as determined pursuant to the Purchase Agreement, is less than $1,000,000, then the Company have agreed to pay Atsion the difference in cash. The Company have also agreed to reimburse Atsion for certain expenses. On March 24, 2026, the Company issued ( shares before giving effect to the share consolidation) Commitment Shares to Atsion in partial satisfaction of the Commitment Fee. In accordance with the terms of the Purchase Agreement, the Commitment Shares were valued at $ per share — the volume-weighted average price of the Company’s Ordinary Shares over the five trading days immediately preceding the effective date of the related registration statement — for an aggregate value of $102,825. Because the value of the Commitment Shares issued was less than the $1,000,000 Commitment Fee, the remaining unpaid balance of $897,175 was recorded as a commitment fee payable within current liabilities in the condensed consolidated balance sheet as of June 30, 2026.
The remaining Commitment Fee is payable in accordance with a Conditional Waiver of Covenant dated March 25, 2026 (the “Waiver”), under which the Company and the Atsion agreed to a payment schedule consisting of: (i) $350,000 due within five days following the effective date of the registration statement; (ii) $300,000 due on the three-month anniversary of the effective date; and (iii) the remaining balance due on the six-month anniversary of the effective date. If the Company fails to make any scheduled payment when due, the entire unpaid balance becomes, at Atsion’s election, immediately due and payable, together with liquidated damages accruing at 1% of the Commitment Fee per day.
On June 3, 2026, the Company and Atsion entered into Amendment No. 1 to the Waiver, granting the Company the right, upon a payment default, to settle all or any portion of the unpaid balance by issuing Ordinary Shares (“Default Shares”) in a number equal to the unpaid amount divided by the volume-weighted average price of the Ordinary Shares on the trading day immediately preceding issuance, subject to a cap of shares. In connection therewith, the Company delivered irrevocable instructions to its transfer agent reserving Ordinary Shares for potential issuance as Default Shares and agreed to file an amended registration statement on Form S-1 registering such shares.
The registration statement was declared effective on June 24, 2026. As of June 30, 2026, the initial $350,000 installment due under the Waiver had not been paid. Accordingly, a payment default occurred under the Waiver. Subsequent to June 30, 2026, Atsion elected to receive Default Shares in respect of the missed $350,000 scheduled payment, rather than accelerate the entire remaining unpaid balance of the Commitment Fee. On August 3, 2026, Atsion requested the issuance of Default Shares as the first installment. On August 6, 2026, Atsion requested an additional Default Shares as the second installment. Accordingly, Atsion had requested an aggregate of Default Shares in respect of the missed scheduled payment as of the date of issuance of these unaudited condensed consolidated financial statements.
Class B Ordinary Shares
On November 24, 2025, the Company held an extraordinary general meeting of shareholders (the “EGM”). The Company’s shareholders approved the following proposals:
(i) Proposal 1: As an ordinary resolution, to increase the Company’s authorized share capital from US$ divided into Ordinary Shares of a par value of US$ each, to US$ divided into Ordinary Shares of a par value of US$ each;
(ii) Proposal 2: As an ordinary resolution, subject to the approval of Proposal 1 by the shareholders, to amend the authorized share capital of the Company by (i) re-classifying and re-designating Ordinary Shares as Class A Ordinary Shares, par value US$, each with one vote per share and Class B Ordinary Shares, par value US$ each, with 25 votes per share. The current issued and outstanding Ordinary Shares of par value of US$ each be and are re-classified and re-designated as Class A Ordinary Shares; and (ii) re-classify the remaining shares as undesignated shares of a par value of US$ (the “Un-designated Shares”) each, of such class or classes, however designated, as the board of directors may determine in accordance with the amended and restated memorandum and articles of association of the Company (the “Re-designation of Shares”), such that, immediately following the Re-designation of Shares, the authorized share capital of the Company shall be US$ divided into shares comprising (i) Class A Ordinary Shares; (ii) Class B Ordinary Shares; and (iii) Un-designated Shares;
(iii) Proposal 3: As a special resolution, subject to the approval of Proposal 1 and Proposal 2 by the shareholders, to amend and restate the Company’s amended and restated memorandum and articles of association (the “M&A”) by the deletion in their entirety and to approve and adopt the substitution in their place of the second amended and restated memorandum and articles of association (the “Second M&A”), with immediate effect in substitution for and to the exclusion of the M&A;
OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025
(iv) Proposal 4: As an ordinary resolution, subject to the approval of Proposals 1 – 3 by the shareholders, to issue Class B Ordinary Shares each in the capital of the Company to the Purchasers at par value each, for an aggregate consideration of US$20,000.00; On December 30,2025, the Company executed the purchase agreement with the Purchasers. As of February 2026, the Company had fully received the consideration and issued Class B Ordinary Shares to FNHK Inc., Class B Ordinary Shares to CP COWORK LIMITED and Class B Ordinary Shares to R-OPUS Inc.
(v) Proposal 5: As an ordinary resolution, (i) the Company be authorized to enter into, execute, deliver and perform all obligations under the Securities Purchase Agreement, the Certificate of Designations and the Registration Rights Agreement (the “RRA,” and together with the Purchase Agreement and the Certificate of Designations, the “Transaction Documents”), in each case substantially in the forms presented to the shareholders; (ii) the Company is authorized to issue and sell up to Preferred Shares, having an aggregate stated value of up to US$50,000,000, pursuant to and in accordance with the Transaction Documents (the “Private Placement” or the “Facility”); (iii) any Director and/or officer of the Company be authorized and directed to negotiate, execute and deliver all agreements, documents and instruments necessary or desirable to establish, maintain and draw upon the Private Placement; (iv) any Director and/or officer be authorized to take all such actions (including issuance of Preferred Shares under the authorized Un-designated Shares, determining the rights attached to these preferred shares and submission of Registration Statement with the U.S. Securities and Exchange Commission) as may be necessary or appropriate in connection with the Facility and the Private Placement; (v) the Facility will be subscribed for up to US$18,000,000 by Greentree; and (v) the Facility will be subscribed for up to US$32,000,000 by TriCore. The beneficial owners of TriCore are the three founder shareholders and affiliates of the Company: (A) Li Hsien Wong, (B) Wai Wong Chong, and (C) R-Opus, Inc.;
(vi) Proposal 6: As an ordinary resolution, to establish and maintain a digital asset treasury for the purpose of holding, managing and investing in digital assets including cryptocurrencies and blockchain-based assets; and
(vii) Proposal 7: As an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve any other proposal(s).
On December 30,2025, the Company executed the purchase agreement with the Purchasers. As of February 2026, the Company had fully received the consideration and issued Class B Ordinary Shares to FNHK Inc., Class B Ordinary Shares to CP COWORK LIMITED and Class B Ordinary Shares to R-OPUS Inc, a par value of US$ each.
As of June 30, 2026 and March 31, 2026, the Company had Class B Ordinary Shares issued and outstanding.
Preferred Shares — Mezzanine Equity
On October 29, 2025, the Company entered into a PIPE Purchase Agreement with institutional investors to sell up to $50,000,000 in stated value of Series A Preferred Shares (“Preferred Shares”) across multiple closings at $ per share (stated value $). Preferred Shares have 12% cumulative dividends (default rate 15%); conversion at holder’s option at the lesser of $1.00 (Fixed) or 90% of lowest VWAP over 10 trading days (Variable), floor price $0.20; Company Optional Redemption at 120% of Conversion Amount; Holder Put Right upon uncured Triggering Event at 110% of Conversion Amount; Fundamental Transaction Redemption at 110%; and no voting rights. The Company issued Preferred Shares to Greentree for net proceeds of $1,300,000 and Preferred Shares to TriCore for net proceeds of $2,700,000.
On February 26, 2026, the Company received net proceeds of $ 227,237 from Greentree for the Third Preferred Shares of the PIPE Purchase Agreement. The proceeds were recorded as liabilities to be settled in shares of convertible redeemable preferred shares within current liabilities in the consolidated balance sheet as of March 31, 2026. shares were issued on February 24, 2026.
OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025
On March 27, 2026, TriCore a Notice of Conversion pursuant to the Certificate of Designations of Preferred Shares (the “Certificate of Designations”). TriCore elected to convert Preferred Shares (aggregate stated value of $3,300,000, reflecting a 110% multiplier) into Class A Ordinary Shares ( shares before giving effect to the share consolidation) at a conversion price of $0.35595 per share. Class A Ordinary Shares ( shares before giving effect to the share consolidation) were issued to TriCore. No cash proceeds were received by the Company in connection with the conversion.
On March 30, 2026, Greentree elected to convert Preferred Shares into Class A Ordinary Shares of the Company pursuant to the Certificate of Designations. The aggregate conversion amount of $511,429 was comprised of the stated value of the converted preferred shares of $421,520 (reflecting the 110% multiplier set forth in the Certificate of Designations) and accrued and unpaid dividends of $47,557. Based on a conversion price of $0.3622 per share, the Company issued Class A Ordinary Shares ( shares before giving effect to the share consolidation) upon conversion, which were delivered electronically through the facilities of The Depository Trust Company. No cash proceeds were received by the Company in connection with the conversion, and the carrying amount of the converted preferred shares, together with the related accrued dividends, was reclassified to permanent equity (Class A Ordinary Shares and additional paid-in capital).
On June 22, 2026, pursuant to the PIPE Purchase Agreement and the related Waiver Agreement, the Company received aggregate cash proceeds of $323,000 from TriCore in connection with an Additional Closing relating to Preferred Shares with an aggregate stated value of $356,000. As of June 30, 2026, the Preferred Shares had not been issued and were not reflected as issued and outstanding in the records of the Company’s transfer agent. Accordingly, the proceeds were recorded as preferred stock payable within mezzanine equity as of June 30, 2026.
During June 2026, the Company received $148,000 from TriCore in connection with the second closing, relating to Series A Preferred Shares. As of June 30, 2026, such shares had not been issued. Accordingly, the related proceeds were also recorded as preferred stock payable within mezzanine equity.
Attributes of Preferred Shares include but are not limited to the following:
Ranking. The Preferred Shares, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all other classes of shares of the Company, unless the Required Holders (as defined in the Certificate of Designations) consent to the creation of other class of shares in the Company that is senior or equal in rank to the Preferred Shares.
Dividends. The holders of Preferred Shares will be entitled to a 12% per annum dividends. The dividends will be payable to each record holder of the Preferred Shares in cash or in shares of Class A Ordinary Shares or any combination thereof. The Company may, at its option, under certain circumstances, capitalize the dividend by increasing the stated value of the Preferred Shares or elect a combination of the capitalized dividend and a payment in dividend shares. If a Triggering Event (defined below) is continuing, the dividend rate increases to the default rate specified in the Certificate of Designations until cured. If equity conditions are not satisfied for payment in shares on a given dividend date (and the applicable holder does not waive), dividends are capitalized (or paid in cash if expressly provided).
Triggering Events. The Certificate of Designations contains triggering events (each, a “Triggering Event” including certain Bankruptcy Triggering Event (as defined therein)), including but not limited to: (i) failure of a registration statement for the shares of Class A Ordinary Shares underlying to be maintained effective; (ii) the suspension from trading or the failure to list the Class A Ordinary Shares within certain time periods; (iii) failure to declare or pay any dividend when due; (iv) the occurrence of any default under, redemption of or acceleration prior to maturity above agreed thresholds, (v) the Company’s failure to cure a conversion failure of failure to deliver shares of the Class A Ordinary Shares upon conversion, or notice of the Company’s intention not to comply with a request for conversion of any Preferred Shares, and (vi) bankruptcy or insolvency of the Company.
From and after the occurrence and during the continuance of any Triggering Event, the Dividend Rate in effect shall automatically be increased to the Default Rate of (i) 15% per annum.
Triggering Event Redemption Right. Upon the occurrence and continuance of and Triggering Event, and following the expiration of any applicable cure period, a Holder has the right, exercisable at its option by written notice to the Company to redeem all or any portion of such Holder’s outstanding stated value of the Preferred Shares for cash. Upon notice, the Company shall immediately redeem in cash all amounts due under the Preferred Shares at a redemption price equal to 110% of the Conversion Amount (as defined in the Certificate of Designations).
OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025
Voting Rights. The holders of the Preferred Shares shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Class A Ordinary Shares, except as provided in the Certificate of Designations (or as otherwise required by applicable law).
The Preferred Shares were accounted for as mezzanine equity in accordance with ASC 480 - Distinguishing Liabilities from Equity.
As of March 31, 2026, the closing price of the Company’s Class A Ordinary Shares was $ per share before giving effect to the share consolidation. The Company received a Nasdaq minimum bid price deficiency notice on December 17, 2025, with a compliance deadline of June 9, 2026. For the periods that management determined it was probable that the Preferred Shares would become redeemable, the Company had elected to carry the shares at the maximum redemption value, or fair value, in mezzanine equity on the consolidated balance sheets. For all the reporting periods through June 30, 2026, all Preferred Shares were recognized at their maximum redemption value.
During the three months ended June 30, 2026 and 2025, the Company recognized dividends of $ and , respectively, on the Preferred Shares. During the same periods, the Company recorded decreases of $33,857 and , respectively, in the carrying amount of the Preferred Shares as a result of adjustments to their redemption value.
Conversion of Preferred Shares
On March 30, 2026, Greentree elected to convert Preferred Shares into Class A Ordinary Shares of the Company pursuant to the Certificate of Designations. The aggregate conversion amount of $511,429 was comprised of the stated value of the converted preferred shares of $421,520 (reflecting the 110% multiplier set forth in the Certificate of Designations) and accrued and unpaid dividends of $47,557. Based on a conversion price of $0.3622 per share, the Company issued Class A Ordinary Shares ( shares before giving effect to the share consolidation) upon conversion, which were delivered electronically through the facilities of The Depository Trust Company. No cash proceeds were received by the Company in connection with the conversion, and the carrying amount of the converted preferred shares, together with the related accrued dividends, was reclassified to permanent equity (Class A Ordinary Shares and additional paid-in capital). As of June 30, 2026 and March 31, 2026, Greentree held Class A Ordinary Shares ( shares before giving effect to the share consolidation) and Preferred Shares.
On March 27, 2026, TriCore elected to convert Preferred Shares (aggregate stated value of $3,300,000, reflecting a 110% multiplier) into Class A Ordinary Shares ( shares before giving effect to the share consolidation) at a conversion price of $0.35595 per share. The Ordinary Shares were issued in certificated form to TriCore.
On March 26, 2026, L&H Inc. delivered a conversion notice electing to convert Preferred Shares, with aggregate stated value of $111,393, reflecting the 110% multiplier, and an aggregate conversion amount of $122,026 inclusive of accrued dividends. On April 9, 2026, the Company issued Class A Ordinary Shares ( shares before giving effect to the share consolidation) pursuant to the conversion, at a conversion price of $0.356 ($ with respect to the accrued dividend portion).
On March 31, 2026, L&H Inc. delivered a conversion notice electing to convert Preferred Shares, with aggregate stated value of $151,900, reflecting the 110% multiplier, and an aggregate conversion amount of $152,533 inclusive of accrued dividends. On April 9, 2026, the Company issued Class A Ordinary Shares ( shares before giving effect to the share consolidation), pursuant to the conversion, at a conversion price of $0.3622 ($ with respect to the accrued dividend portion).
On May 1, 2026, L&H Inc. elected to convert Preferred Shares (aggregate stated value of $42,026, reflecting the 110% multiplier, and an aggregate conversion amount of $44,071 inclusive of accrued dividends) were converted at a conversion price of $0.4603 ($ on the dividend portion) into Class A Ordinary Shares ( shares before giving effect to the share consolidation).
OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025
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