{"url_path":"/sec/ofal/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**","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":670,"has_tables":true,"body_markdown":"**ITEM\n5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**\n\n \n\n**Market\nfor our Ordinary Shares**\n\n \n\nOur\nClass A Ordinary Shares is listed on the Nasdaq Capital Market under the symbol “OFAL.”\n\n \n\n**Holders**\n\n \n\nAs\nof July 13, 2026, there were 8 holders of record of our Class A Ordinary Shares.\n\n \n\n**Dividend\nPolicy**\n\n \n\nSubject\nto the provisions of the Companies Act and any rights attaching to any shares under and in accordance with our amended and restated memorandum\nand articles of association, as amended from time to time, our board of directors has discretion regarding whether to declare or pay\ndividends or distributions out of our funds which are lawfully available for that purpose. In addition, our shareholders may by ordinary\nresolution declare a dividend, provided that no dividend may exceed the amount recommended by our directors. Subject to the requirements\nof the Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution,\ndividends may also be declared and paid out of any share premium account. The directors when paying dividends to shareholders may make\nsuch payment either in cash or in specie. Unless provided by the rights attached to a share, no dividend shall bear interest. All dividends\nare subject to certain restrictions under Cayman Islands law, namely that a Cayman Islands company may pay a dividend on its shares out\nof either profit or share premium account, provided that in no circumstances may a dividend be paid if following such payment the company\nwould be unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends,\nthe form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial\ncondition, contractual restrictions, regulatory requirements and other factors that the board of directors may deem relevant.\n\n \n\nWe\nhave never declared or paid cash dividends on our shares. We currently do not have any plans to pay cash dividends. Rather, we currently\nintend to retain all of our available funds and any future earnings to operate and grow our business.\n\n \n\nCash\ndividends on our Class A Ordinary Shares, if any, will be paid in U.S. dollars.\n\n \n\n71\n\n \n\n \n\n**Securities\nAuthorized for Issuance under Equity Compensation Plan**\n\n \n\nThe\nfollowing table sets forth information concerning securities authorized under equity compensation plans as of March 31, 2026.\n\n \n\nPlan Category \nNumber of securities to be issued upon exercise of outstanding options  \nWeighted-average exercise price of outstanding options  \nNumber of granted restricted stock unit awards outstanding  \nNumber of securities remaining available for future issuance under equity compensation plans \n\nEquity compensation plans approved by security holders \n 0  \n N/A  \n 740,000  \n 3,200,027 \n\nEquity compensation plans not approved by security holders \n N/A  \n    \n    \n   \n\n  \n    \n    \n    \n   \n\n \n\n**Recent\nSales of Unregistered Securities**\n\n \n\nOn\nJune 4, 2026, the Company entered into Amendment No. 1 to the Conditional Waiver of Covenant (the “Amendment”) with Atsion,\namending certain provisions of the March 25, 2026 Conditional Waiver of Covenant by and between the Company and Atsion (the “Original\nWaiver”). Further, the Original Waiver amended the Atsion Purchase Agreement to subject the Company’s obligation to pay Atsion\na commitment fee of $1,000,000 to a payment schedule therein, and if the Company defaults in any of the payments, the entire remaining\nunpaid balance of the commitment fee shall, at the Atsion’s election, become immediately due and payable, and liquidated damages\nshall accrue at one percent (1%) of the commitment fee each day. Pursuant to the Amendment, if the Company defaults in the payment of\ncommitment fee, the remaining unpaid balance of the commitment fee shall be converted into Class A Ordinary Shares (“Default Shares”)\nat a conversion price equal to volume-weighted average price of Company’s Class A Ordinary Shares on the day immediately prior\nto the Share Transfer Date (as defined in the Amendment), provided, however, that the number of Default Shares will not exceed 3,000,000\nshares.\n\n \n\n**Purchases\nof Equity Securities by the Issuer and Affiliated Purchasers**\n\n \n\nNone."}