OFA Group

For the period ended May 11, 2026. Filed May 11, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 11, 2026 · Filed May 11, 2026

OFAL$0.23-2.0%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Shareholder:

You are cordially invited to attend the 2026 Extraordinary General Meeting of Shareholders of OFA Group The meeting will be held on May 21, 2026, at 2pm PST (5 P.M., Eastern Time) at 609 Deep Valley Drive, Suite 200, Rolling Hills, California 90274, virtually via live audio webcast on the Internet at http://www.virtualshareholdermeeting.com/OFAL2026SM. On or about May 11, 2026, a full set of proxy materials will be mailed to each shareholder.

Your vote is important. Whether or not you plan to attend the Extraordinary General Meeting live, we hope you will vote as soon as possible. Please vote by returning your signed proxy card in the envelope provided. If you do attend the meeting and desire to vote during the meeting, you may do so by following the procedures described in the proxy statement even if you have previously voted.

Sincerely,

/s/ Larry Wong

Larry Wong

Chief Executive Officer

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274

(800) 418-5160

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, MAY 21, 2026

To the Shareholders of OFA Group:

Notice is hereby given that the 2026 Extraordinary General Meeting of Shareholders of OFA Group will be held on May 21, 2026, at 2pm PST (5 P.M., Eastern Time) at 609 Deep Valley Drive, Suite 200, Rolling Hills, California 90274, in a virtual meeting format only. You may attend, vote and submit questions during or in advance of the Extraordinary General Meeting via the Internet at http://www.virtualshareholdermeeting.com/OFAL2026SM. The principal business of the meeting will be for the following purposes:

1.	Approve a proposal to allow 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 (the “Share Consolidation Proposal”);
2.	To approve the adoption of the 3rd M&AA to reflect the share consolidation (the “3rd M&AA Proposal”); and
3.	To approve the 2026 Share Incentive Plan (the “Incentive Plan Proposal”);
4.	To act on any other matters that may properly come before the meeting and any adjournment or postponement thereof (the “Adjournment Proposal”).

The Board of Directors of the Company has fixed the close of business on April 16, 2026 as the record date for determining the shareholders entitled to notice of and to vote at the meeting and any adjournments thereof. The share transfer books of the Company will not be closed.

By order of the Board of Directors,

/s/ Larry Wong

Larry Wong

Chief Executive Officer

THE PROMPT SUBMISSION OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. YOU MAY VOTE BY MAIL, ONLINE OR BY PHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THE PROXY CARD OR OTHER INSTRUCTIONS FROM THE HOLDER OF RECORD.

TABLE OF CONTENTS

	Page
GENERAL INFORMATION	2
EXECUTIVE COMPENSATION	5
PRINCIPAL SHAREHOLDERS	7
PROPOSAL 1: SHARE CONSOLIDATION	9
PROPOSAL 2: AS A SPECIAL RESOLUTION, SUBJECT TO THE APPROVAL OF THE SHARE CONSOLIDATION PROPOSAL, TO APPROVE AND ADOPT THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (“3rd M&AA”)	14
PROPOSAL 3: INCENTIVE PLAN PROPOSAL	14
PROPOSAL 4: THE ADJOURNMENT PROPOSAL	21
HOUSEHOLDING	22
ADDITIONAL INFORMATION	22
OTHER MATTERS	23

Proxy Statement

2026 Extraordinary General Meeting of Shareholders

May 21, 2026

2pm PST

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.