{"url_path":"/sec/ofal/8-k/2026-06-08/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-027555-index.html","accession_number":"0001493152-26-027555","cik":"0002036307","ticker":"OFAL","issuer_name":"OFA Group","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-027555-index.html","primary_entity_key":"0002036307","primary_entity_name":"OFA Group"},"word_count":380,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nAs\npreviously reported on Form 6-K, on July 22, 2025, OFA Group (the “Company”) entered into a purchase agreement dated July\n14, 2025 (the “Atsion Purchase Agreement”) with Atsion Opportunity Fund LLC – Series 1 (“Atsion”), pursuant\nto which the Company, among others, was prohibited from entering into any variable rate transaction (the Restriction”). On October\n28, 2025, the Company and Atsion entered into a waiver, pursuant to which Atsion agreed to waive the Restriction in relation to an initial\nclosing of a certain purchase agreement, dated as of October 29, 2025, by and among the Company and certain investors (the “PIPE”).\nFurther, on March 25, 2026, the Company and Atsion entered into a conditional waiver for the second and third closing of the PIPE (the\n“Original Waiver”). On June 4, 2026, the Company entered into Amendment No. 1 to the Conditional Waiver of Covenant\n(the “Amendment”) with Atsion, amending certain provisions of the Original Waiver. Further, the Original Waiver amended\nthe Atsion Purchase Agreement to subject the Company’s obligation to pay Atsion a commitment fee of $1,000,000 to a payment schedule\ntherein, and if the Company defaults in any of the payments, the entire remaining unpaid balance of the commitment fee shall, at the\nAtsion’s election, become immediately due and payable, and liquidated damages shall accrue at one percent (1%) of the commitment\nfee each day. Pursuant to the Amendment, if the Company defaults in the payment of commitment fee, the remaining unpaid balance of the\ncommitment fee shall be converted into Class A ordinary shares (“Default Shares”) at a conversion price equal to volume-weighted\naverage price of Company’s Class A ordinary shares on the day immediately prior to the Share Transfer Date (as defined in the Amendment),\nprovided, however, that the number of Default Shares will not exceed 3,000,000 shares.\n\n \n\nThe\nissuance of the Default Shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.\n\n \n\n \n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\nDate:\nJune 5, 2026\n**OFA\nGroup**\n\n \n \n \n\n \nBy:\n*/s/\nLi Hsien Wong*\n\n \nName: \nLi\nHsien Wong\n\n \nTitle:\nChief\nExecutive Officer"}