{"url_path":"/sec/ofal/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence**","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":992,"has_tables":true,"body_markdown":"**ITEM\n13. Certain Relationships and Related Transactions, and Director Independence** \n\n \n\nThe\nrelated parties of the Company and their relationships to the Company are set forth as follows:\n\n \n\n**Name\nof entity or individual**\n \n**Relationship**\n\nLarry\nWong\n \nChief\nExecutive Officer, Director\n\n \n \n \n\nKeith\nChong\n \nChief\nTechnology Officer, Director\n\n \n \n \n\nThomas\nM. Gaffney\n \nChief\nOperations Officer\n\n \n \n \n\nGreentree\nGlobal Advisors LLC\n \nA\nconsulting company providing corporate governance, Nasdaq listing, and accounting services, in which Thomas M. Gaffney holds a minority\nmembership interest and was the Managing Member from March 2024 to September 2024.\n\n \n \n \n\nTriCore\nFoundation, LLC\n \nAn\ninvestor in the PIPE Purchase Agreement. Li Hsien “Larry” Wong, the Company’s Chief Executive Officer and director,\nhas voting and dispositive control over the securities held by TriCore Foundation, LLC in his capacity as manager of TriCore Foundation,\nLLC.\n\n \n \n \n\nPrecursor\nCapital Limited\n \nA\nshareholder of the Company since September 2024, holding over 5% of the total issued and outstanding Ordinary Shares of the\nCompany at the time of initial investment, and holding approximately 0.003% of the total issued and outstanding Ordinary\nShares as of March 31, 2026.\n\n \n\nSet\nforth below are the material related party transactions that we have entered into for the fiscal years ended March 31, 2024, 2025 and\n2026.\n\n \n\n*Balances\nwith related parties*\n\n \n\nAs\nof March 31, 2024, 2025 and 2026, the balances with related parties were as follows:\n\n \n\n**Due\nto Related Parties**** **\n**Nature**** **\n\n**As\nof**\n\n**March\n31, 2026**\n** **** **\n\n**As\nof**\n\n**March\n31, 2025**\n** **** **\n\n**As\nof**\n\n**March\n31, 2024**\n** **\n\n  \n  \n US$  \n US$  \n US$ \n\nLarry\nWong -CEO \nCompensation,\nproject expenses, office administration and general expenses \n 270,690  \n 35,301  \n - \n\nKeith\nChong -CTO \nCompensation,\nproject expenses, office administration and general expenses \n 15,470  \n 13,161  \n - \n\n  \n  \n    \n    \n   \n\n  \nTotal \n 286,160  \n 48,462  \n - \n\n \n\nThe\nCompany paid $38,550 and $86,095 to Larry Wong and Keith Chong, respectively for the year ended March 31, 2025 for compensation, project\nexpenses, office administration and general expenses, there remains an outstanding balance for compensation, office administration and\ngeneral expenses to be paid to Larry Wong and Keith Chong as of March 31, 2025.The Company paid $211,707 and $216,710 to Larry Wong and\nKeith Chong, respectively for the year ended March 31, 2026 for compensation, project expenses, office administration and general expenses,\nthere remains an outstanding balance for compensation, office administration and general expenses to be paid to Larry Wong and Keith\nChong as of March 31, 2026.\n\n \n\n96\n\n \n\n \n\n*Transactions\nwith related parties*\n\n \n\nOn\nMarch 25, 2024, our operating subsidiary entered into a service agreement with Greentree Global Advisors LLC, pursuant to which Greentree\nGlobal Advisors LLC will perform consulting services related to corporate governance, Nasdaq listing and accounting services and receive\n500,000 Ordinary Shares of the Company as service fee. Mr. Gaffney owns minority membership interests in Greentree Global Advisors LLC\nand served as its Managing Member from March 2024 to September 2024.\n\n \n\nOn\nApril 2, 2024, the Company entered a $600,000 bridge loan agreement with Precursor Capital Limited (“Precursor”). The\nloan bears interest at an annual rate of 12% and is intended exclusively to cover the expenses related to the proposed listing,\nconvertible into 600,000 Class A Ordinary Shares at a conversion price of $1 per share upon the election of conversion. On September\n12, 2024, the loan was converted at the conversion price of $1 per share and 600,000 Class A Ordinary Shares were issued to\nPrecursor Capital Limited. Simultaneously, the accrued interest of $32,153 was forgiven. For the year ended March 31, 2025, the\ntotal amount of offering costs and other general and administrative expenses incurred amounted to $520,547 which will be paid\nthrough the loan proceeds. The remaining balance of $79,453, which was not utilized for expenses, will be either paid in cash by\nPrecursor to the Company or otherwise transferred in accordance with the terms of the agreement. As of March 31, 2026, the remaining\nbalance was $0. With over payment of $392, total $79,845 was booked into equity for the year ended March 31, 2026.\n\n \n\nOn\nOctober 29, 2025, the Company entered into the PIPE Purchase Agreement with Greentree and TriCore, pursuant to which TriCore may subscribe\nfor up to US$50,000,000 in stated value of Series A Preferred Shares, subject to the terms and conditions of the PIPE\nPurchase Agreement. Li Hsien “Larry” Wong, the Company’s Chief Executive Officer and director, has voting and dispositive\ncontrol over the securities held by TriCore Foundation, LLC in his capacity as manager of TriCore Foundation, LLC. Accordingly, TriCore\nFoundation, LLC’s participation in the PIPE Purchase Agreement constitutes a related-party transaction under Regulation S-K Item\n404(a) and is subject to review and oversight under Nasdaq Listing Rule 5630. As of the year ended March 31, 2026, the Company had issued 1,080 Preferred Shares with an aggregate stated value\nof $1,089,082.60 in exchange for the aggregate gross proceeds of $972,000. As of the date of this report, 420 of the 1,080 Preferred Shares\nissued under the PIPE Purchase Agreement were converted for 1,412,023 shares of Class A Ordinary Shares, with 1,080 Preferred Shares currently\nremaining outstanding.\n\n \n\nOn\nOctober 29, 2025, the Audit Committee, composed entirely of independent directors, reviewed and approved the PIPE Purchase Agreement,\nincluding TriCore’s participation therein, in accordance with Nasdaq Rule 5630 and the Company’s Audit Committee Charter.\nIn reaching its determination, the Audit Committee considered, among other things, the terms of the PIPE Purchase Agreement, the identity\nand relationships of the affiliated participants, the participation of an unaffiliated investor on the same terms, and the Company’s\nobligations under Nasdaq Rules 5630 and 5635, Regulation S-K Item 404(a), and applicable Cayman Islands law. All interested directors\nrecused themselves from deliberations and voting.\n\n \n\nThe\nCompany had restricted cash of $1,680,000 held in a non-interest-bearing escrow account maintained by Finuvia LLC, an affiliate of Precursor\nCapital Limited, a Company’s shareholder. During the year ended March 31, 2026, the Company entered into a service agreement with Finuvia\nLLC to explore the Japan market, for a total amount of $200,000, and a financial advisory service agreement for a monthly fee of $20,000."}