{"url_path":"/sec/ofal/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-033093-index.html","accession_number":"0001493152-26-033093","cik":"0002036307","ticker":"OFAL","issuer_name":"OFA Group","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-033093-index.html","primary_entity_key":"0002036307","primary_entity_name":"OFA Group"},"word_count":1013,"has_tables":true,"body_markdown":"**ITEM\n12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**\n\n \n\nThe\nfollowing table sets forth information regarding the beneficial ownership of our Class A Ordinary Shares and Class B Ordinary Shares\nas of the date of this report, with regard to (i) each person, or group of affiliated persons, known to us to be the beneficial owner\nof more than five percent of our Class A Ordinary Shares and Class B Ordinary Shares; (ii) each of our directors; (iii) each of our named\nexecutive officers; and (iv) all of our current directors and executive officers as a group.\n\n \n\nWe\nhave determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of\nsecurities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also\ndeemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless\notherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially\nowned by him, subject to applicable community property laws.\n\n \n\nThe\npercentage of beneficial ownership is based on 26,370,521 shares of Class A Ordinary Shares issued and outstanding and 20,000,000 shares\nof Class B Ordinary Shares issued and outstanding as of July 13, 2026.\n\n \n\nIn\naccordance with SEC rules, Ordinary Shares which may be acquired upon exercise of stock options or warrants which are currently exercisable\nor which become exercisable or issuable upon conversion of Preferred Shares and Equity Facility within 60 days of July 13, 2026 are deemed\nbeneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage\nof ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other\nperson.\n\n \n\nUnless\notherwise indicated and subject to community property laws and similar laws, except as otherwise indicated below, OFA believes that all\nparties named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.\n\n \n\nNone\nof our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business of underwriting securities.\nWe are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.\n\n \n\n**Name\nand Address of Beneficial Owner(1)**\n \nClass\nA Ordinary Shares  \n**Percentage\nOwnership of Outstanding Class A Ordinary Shares(2)**  \nClass\nB Ordinary Shares  \n**Percentage\nOwnership of Outstanding Class B Ordinary Shares(3)**  \nPercentage\nof Total Voting Power \n\n5%\nor Greater Shareholders (Other Than Executive Officers and Directors): \n    \n    \n    \n    \n   \n\nFNHK\nInc. (4) \n 1,649,445  \n 6.25% \n 6,666,667  \n 33.33% \n 31.98%\n\nCP\nCOWORK LIMITED (5) \n 1,649,444  \n 6.25% \n 6,666,666  \n 33.33% \n 31.98%\n\nR-OPUS\nInc. (6) \n 4,412,222  \n 16.73% \n 6,666,667  \n 33.33% \n 32.51%\n\nGreentree\nFinancial Group Inc. (7) \n 2,655,471  \n 9.99% \n -  \n -  \n *%\n\nTriCore\nFoundation, LLC (8) \n 9,270,965  \n 35.16% \n -  \n -  \n 1.76%\n\nExecutive\nOfficers and Directors \n    \n    \n    \n    \n   \n\nLarry\nWong \n 10,920,410  \n 41.41% \n 6,666,667  \n 33.33% \n 33.74%\n\nKeith\nChong \n 1,649,444  \n 6.25% \n 6,666,666  \n 33.33% \n 31.98%\n\nJohn\nChiang \n -  \n -  \n -  \n -  \n - \n\nAndrew\nScott \n -  \n -  \n -  \n -  \n - \n\nErwin\nBaquiran Pineda \n -  \n -  \n -  \n -  \n - \n\nThomas\nGaffney \n 3,750  \n *  \n -  \n -  \n - \n\nErnest\nYeung \n -  \n -  \n -  \n -  \n - \n\nAll\ndirectors and executive officers as a group (seven individuals) \n 12,573,604  \n 47.66% \n 13,333,333  \n 66.667% \n 65.73%\n\n \n\n*\nLess\nthan 1%.\n\n \n \n\n(1)\nExcept\nas otherwise indicated below, the business address of our directors and executive officers is Unit B, 16/F, Easy Tower, 609 Tai Nan\nWest Street, Cheung Sha Wan, Hong Kong.\n\n \n\n94\n\n \n\n \n\n(2)\nExcept\nas otherwise indicated, based on 26,370,521 Class A Ordinary Shares issued and outstanding as of the June 2, 2026.\n\n \n \n\n(3)\nBased\non 20,000,000 Class B Ordinary Shares issued and outstanding as of the date of this Record Date.\n\n \n \n\n(4)\nRepresents\n1,649,445 Class A Ordinary Shares and 6,666,667 Class B Ordinary Shares held by FNHK Inc., a U.S. corporation. Larry Wong, our Chief\nExecutive Officer and director, exercises voting and dispositive power over the securities held by FNHK Inc. The address of FNHK\nInc. is 609 Deep Valley Dr., Suite 223, Rolling Hills, CA 90274.\n\n \n \n\n(5)\nRepresents\n1,649,444 Class A Ordinary Shares and 6,666,666 Class B Ordinary Shares held by CP COWORK LIMITED, a HK incorporated company. Keith\nChong, our Chief Technology Officer and director, exercises voting and dispositive power over the securities held by CP COWORK LIMITED.\nThe business address of CP COWORK LIMITED is Unit B, 16/F, Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong and its\nregistered office is at 11/F, Daily House, 35-37 Haiphong Road, Tsim Sha Tsui, Kowloon, Hong Kong.\n\n \n \n\n(6)\nRepresents\n4,002,222 Class A Ordinary Shares and 6,666,667 Class B Ordinary Shares held by R-OPUS, Inc., a US corporation. Weiyi C. Yu exercises\nvoting and dispositive power over the securities held by R-OPUS, Inc. The address of R-OPUS, Inc. is 9854 National Blvd. Suite 1257,\nLos Angeles, CA 90034.\n\n \n \n\n(7)\nRepresents\n2,341,023 Class A Ordinary Shares held by Greentree Financial Group, Inc. and 314,448 issuable upon conversion of 1,080 the Preferred\nShares. For purposes of calculating Greentree Financial Group, Inc.’s percentage ownership of Class A Ordinary Shares, such\n314,448 Class A Ordinary Shares are deemed outstanding, resulting in a denominator of 26,581,294 Class A Ordinary Shares. Christopher\nCottone exercises voting and dispositive power over the securities held by Greentree Financial Group, Inc. The address for Greentree\nFinancial Group, Inc. is 900 S. Pine Island Road, Suite 310, Plantation, Florida 33324.\n\n \n \n\n(8)\nRepresents\n9,270,965 Class A Ordinary Shares held by TriCore Foundation, LLC, a US limited liability company. TriCore Foundation, LLC is owned\nequally by certain Company insiders, including Li Hsien “Larry” Wong, Wai Wong “Keith” Chong, and R-Opus\nInc., whose beneficial owner is Weiyi Yu. Li Hsien “Larry” Wong, as TriCore Foundation, LLC’s manager exercises\nvoting and dispositive power over the securities held by TriCore Foundation, LLC. The address of TriCore Foundation, LLC is 609 Deep\nValley Drive, Suite 200, Rolling Hills, CA 90274.\n\n \n\n**Changes\nin Control**\n\n \n\nNone.\n\n \n\n95"}