OFA Group
For the period ended Sep 25, 2026. Filed Sep 25, 2026.
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Sep 25, 2026 · Filed Sep 25, 2026
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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 Annual Meeting of Shareholders of OFA Group. The meeting will be held on October 5, 2026, at 2 P.M. Pacific Time (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/OFAL2026. On or about September 25, 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 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
OFA GROUP
609 Deep Valley Drive, Suite 200
Rolling Hills, CA 90274
(800) 418-5160
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, OCTOBER 5, 2026
To the Shareholders of OFA Group:
Notice is hereby given that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of OFA Group (the “Company”) will be held on October 5, 2026, at 2 P.M. Pacific Time (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 Annual Meeting via the Internet at http://www.virtualshareholdermeeting.com/OFAL2026. The principal business of the Annual Meeting is for shareholders to consider and, if thought fit, pass the following resolutions:
| 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 (the “Director Nominees”) 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) (the “Director Election Proposal”). The full text of each of the resolutions is as follows: IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect Larry Wong as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting). IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect Keith Chong as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting). IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect John Chiang as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting). |
| IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect Andrew Scott as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting). IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect Erwin Baquiran Pineda as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting). IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect Yan Xu as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting). | |
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| 2. | To approve and ratify, as an ordinary resolution, the appointment of M&K CPAS, PLLC (“M&K”) as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 (the “Auditor Ratification Proposal”). The full text of the resolution is as follows: IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT the appointment of M&K CPAS, PLLC as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2027, be approved and ratified. |
| 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 (the “Third M&AA Ratification Proposal”). The full text of the resolution is as follows: IT IS RESOLVED AS A SPECIAL RESOLUTION THAT the Third Amended and Restated Memorandum and Articles of Association of the Company in the form as set forth in Annex A to the proxy statement and as filed with the Registrar of Companies of the Cayman Islands and effective from July 31, 2026, be approved and ratified. |
| 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 (the “Undesignated Shares”) at a ratio of 10-for-1 (the “Undesignated Share Consolidation Proposal”). |
| The full text of the resolution is as follows: | |
| IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT, with immediate effect: | |
| (a) | the authorized but undesignated and unissued shares of par value US$0.001 each of the Company, 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 (the “Undesignated Shares”) be consolidated by consolidating every 10 Undesignated Shares into one Undesignated Share, with such consolidated Undesignated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Undesignated Shares of such class as set out in the Company’s memorandum and articles of association; |
| (b) | as a result of the Undesignated Share Consolidation, the authorized share capital of the Company be amended from US$320,000 divided into: (i) 10,000,000 Class A Ordinary Shares of a par value of US$0.01 each, (ii) 20,000,000 Class B Ordinary Shares of a par value of US$0.001 each, and (iii) 200,000,000 undesignated 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, to US$320,000 divided into: (i) 10,000,000 Class A Ordinary Shares of a par value of US$0.01 each, (ii) 20,000,000 Class B Ordinary Shares of a par value of US$0.001 each, and (iii) 20,000,000 undesignated shares of a par value of US$0.01 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; and |
| (c) | any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Undesignated Share Consolidation, if and when deemed advisable by the Board in its sole discretion. |
| 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 Proposal”). The full text of the resolution is as follows: IT IS RESOLVED, AS AN ORDINARY RESOLUTION, that subject to and immediately following the Undesignated Share Consolidation being effected, the authorized share capital of the Company be immediately increased from US$320,000 divided into 10,000,000 Class A ordinary shares of a par value of US$0.01 each, 20,000,000 Class B ordinary shares of a par value of US$0.001 each and 20,000,000 undesignated shares of a par value of US$0.01 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, to US$22,520,000 divided into 250,000,000 Class A ordinary shares of a par value of US$0.01 each, 20,000,000 Class B ordinary shares of a par value of US$0.001 each and 2,000,000,000 undesignated shares of a par value of US$0.01 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 (the “Authorized Share Capital Increase”). |
| 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 to reflect the Undesignated Share Consolidation and the Authorized Share Capital Increase (the “Fourth M&AA Proposal”). The full text of the resolution is as follows: IT IS RESOLVED, AS A SPECIAL RESOLUTION, that, subject to and immediately following the Authorized Share Capital Increase being effected, the Company adopt amended and restated memorandum and articles of association in the form as set forth in Annex B to the proxy statement in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect the Undesignated Share Consolidation and the Authorized Share Capital Increase. |
| 7. | To approve, as an ordinary resolution, subject to the approval of the Undesignated Share Consolidation Proposal and the Authorized Share Capital Proposal, 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 ( “Share Consolidation Proposal”). The full text of the resolution is as follows: IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT: |
| (a) | conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”): | |
| (i) | the authorized, issued, and outstanding Class A ordinary shares of par value US$0.01 each of the Company (the “Class A Ordinary Shares”), and the authorized but undesignated and unissued shares of a par value of US$0.01 each of the Company (the “Undesignated Shares” and together with the Class A Ordinary Shares, the “Shares”) be consolidated 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, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association; | |
| (ii) | no fractional Shares be issued in connection with the Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation(s), the total number of Shares to be received by such shareholder be rounded up to the nearest next whole number of Shares; and | |
| (iii) | any change to the Company’s authorized share capital in connection with, and as necessary to effect, the Share Consolidation(s) be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and |
| (b) | any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion. |
| 8. | To approve, as a special resolution, the adoption of amended and restated memorandum and articles of association to reflect the Share Consolidation(s) (the “A&R M&AA Proposal”). The full text of the resolution is as follows: IT IS RESOLVED, AS A SPECIAL RESOLUTION that subject to and immediately following any and each Share Consolidation being effected, the Company adopt amended and restated memorandum and articles of association in substantially the form as set forth in Annex C to the proxy statement in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect changes to the Company’s authorized share capital as a consequence of each such Share Consolidation. |
| 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 (the “ELOC Proposal”). The full text of the resolution is as follows: IT IS RESOLVED, AS AN ORDINARY RESOLUTION that for the purposes of, and in accordance with, Nasdaq Listing Rule 5635(d), the issuance by the Company of Class A ordinary shares of the Company pursuant to the purchase agreement dated 14 July 2025 (the “ELOC Purchase Agreement”) between the Company and Atsion Opportunity Fund LLC – Series 1 (“Atsion”), under which, upon the terms and subject to the conditions and limitations set out therein, the Company has the right, but not the obligation, to sell to Atsion up to US$100,000,000 in aggregate of the Company’s Class A ordinary shares from time to time over the 36-month term of the ELOC Purchase Agreement, be and is hereby approved. |
| 10. | To approve, as an ordinary resolution, the adjournment of the Annual Meeting to the extent there are insufficient proxies at the Annual Meeting to approve any one or more of the foregoing proposals (the “Adjournment Proposal”). The full text of the resolution is as follows: IT IS RESOLVED, AS AN ORDINARY RESOLUTION to adjourn the Annual Meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, to permit further solicitation and vote of proxies if, at the time of the Annual Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals. |
| 11. | To transact such other business as may properly come before the Annual Meeting. |
The Board of the Company has fixed the close of business on September 17, 2026 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. The share transfer books of the Company will not be closed.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to Be Held on October 5, 2026
at 2 P.M. Pacific Time (5 P.M. Eastern Time)
virtually via the Internet at http://www.virtualshareholdermeeting.com/OFAL2026**.**
The Proxy Statement is available atwww.proxyvote.com
Proxy materials, including the Notice, this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, will be first sent to shareholders on or about September 25, 2026.
By order of the Board,
/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 |
| MANAGEMENT | 7 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 13 |
| PRINCIPAL SHAREHOLDERS | 15 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 16 |
| PROPOSAL 1: DIRECTOR ELECTION PROPOSAL | 18 |
| PROPOSAL 2: AUDITOR RATIFICATION PROPOSAL | 19 |
| PROPOSAL 3: THIRD M&AA RATIFICATION PROPOSAL | 21 |
| PROPOSAL 4: UNDESIGNATED SHARE CONSOLIDATION PROPOSAL | 22 |
| PROPOSAL 5: AUTHORIZED SHARE CAPITAL PROPOSAL | 23 |
| PROPOSAL 6: FOURTH M&AA PROPOSAL | 26 |
| PROPOSAL 7: SHARE CONSOLIDATION PROPOSAL | 27 |
| PROPOSAL 8: A&R M&AA PROPOSAL | 32 |
| POROPOSAL 9: ELOC PROPOSAL | 33 |
| PROPOSAL 10: THE ADJOURNMENT PROPOSAL | 35 |
| HOUSEHOLDING | 36 |
| ADDITIONAL INFORMATION | 36 |
| NEXT YEAR’S ANNUAL MEETING | 36 |
| OTHER MATTERS | 36 |
OFA GROUP
Proxy Statement
2026 Annual Meeting of Shareholders
October 5, 2026
2 P.M. Pacific Time
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.