{"url_path":"/sec/ofal/8-k/2026-06-23/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":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-029828-index.html","accession_number":"0001493152-26-029828","cik":"0002036307","ticker":"OFAL","issuer_name":"OFA Group","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-029828-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 disclosed, on October 29, 2025, OFA Group (the “Company”) entered into a Securities Purchase Agreement (as amended,\nsupplemented or waived from time to time, the “Purchase Agreement”) with certain investors, including TriCore Foundation,\nLLC (“TriCore”), relating to the offer and sale, from time to time and subject to the terms and conditions set forth therein,\nof shares of the Company’s Series A Convertible Preferred Shares (the “Series A Preferred Shares”).\n\n \n\nOn\nJune 17, 2026, the Company completed an additional closing under the Purchase Agreement with TriCore (the “Additional Closing”).\nAt the Additional Closing, the Company issued and sold to TriCore 356 Series A Preferred Shares for an aggregate purchase price of $320,400.\nThe Series A Preferred Shares issued at the Additional Closing have an aggregate stated value of $356,000.\n\n \n\nTriCore\nis a related party of the Company. In connection with the Additional Closing, TriCore waived certain conditions to the Additional Closing\nunder the Purchase Agreement and related transaction documents.\n\n \n\nNo\nClass A ordinary shares, conversion shares or dividend shares were issued at the Additional Closing, and no conversion of Series A Preferred\nShares occurred at the Additional Closing.\n\n \n\nThe\nissuance and sale of the Series A Preferred Shares were not registered under the Securities Act of 1933, as amended (the “Securities\nAct”), and were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company\nrelied on this exemption based in part on representations made by TriCore in the Purchase Agreement, including representations regarding\nTriCore’s accredited investor status, investment intent, sophistication, access to information and ability to bear the economic\nrisk of the investment.\n\n \n\nThe\nforegoing description of the Purchase Agreement and the Series A Preferred Shares does not purport to be complete and is qualified in\nits entirety by reference to the Purchase Agreement and the Certificate of Designations of Series A Convertible Preferred Shares previously\nfiled with the Securities and Exchange Commission.\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 23, 2026\nOFA Group\n\n \n \n \n\n \nBy:\n*/s/\nLi Hsien Wong*\n\n \nName:\nLi\nHsien Wong\n\n \nTitle:\nChief\nExecutive Officer"}