UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |