UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 312, 2026

OFA GROUP (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42592		00-0000000Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Cayman Islands		001-42592		98-1824417
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

609 Deep Valley Drive, Suite 200

Rolling Hills, CA

90274

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: ~~(800) 418-5160~~

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions~~ (~~see General Instruction A.2. below~~800): 418-5160

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, $0.001 par value per share	OFAL	The Nasdaq Capital Market LLC
Class A ordinary shares, par value $0.001 per share	OFAL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnWon ~~March~~Ping 31, 2026, Office for Fine Architecture Limited, a subsidiary of the Registrant (the “Buyer”), entered into an Intellectual Property Assignment and Co-Ownership Agreement (the “Agreement”) with Alan To AI Consultancy Co. Limited (the “Seller”). Pursuant to the Agreement, the Buyer acquired from the Seller a 50% undivided co-ownership interest in certain intellectual property relating to the QIKBIM system and related deliverables, including specified rights relating to the United States standards and Hong Kong standards adaptation and commercialization version of such system (the “Acquired IP”). The Agreement also amends, restates, replaces and supersedes certain prior option-to-purchase, exclusivity, license, acquisition-cost conversion, governance and related mechanics contained in the parties’ prior co-development arrangements with respect to the Acquired IP and the related business.Cheng

~~Under~~On ~~the~~April ~~Agreement~~2, ~~the aggregate purchase price for the acquired interest is $17~~2026,~~500,000.~~ ~~The Agreement provides those historical payments previously made by Buyer and/or its affiliates to Seller in~~ the ~~aggregate~~Board ~~amount~~ of ~~$11,994,800~~Directors ~~are credited against~~ (the ~~purchase price. The Buyer is also obligated to pay Seller (i~~“Board”) ~~a final installment~~ of ~~$2,998,700~~OFA onGroup ~~or before December 31, 2026, and~~ (~~ii) supplemental consideration of $2,506,500 on or before December 31, 2026. In addition,~~ the ~~Agreement~~“Company”) ~~contemplates~~accepted ~~that~~Won ~~Buyer~~Ping ~~will deposit $880,000~~Cheng’s ~~into~~letter anof ~~escrow~~resignation ~~account~~as ~~designated~~a bymember ~~Buyer, which amount will constitute part~~ of, ~~and not in addition to,~~ the ~~purchase~~Board ~~price~~ and ~~will be~~as ~~credited against the supplemental consideration when released to Seller. Any unpaid final installment or supplemental consideration not paid when due will accrue simple interest at~~ a ~~rate~~member of 3%the ~~per~~Audit ~~annum~~Committee orof the ~~maximum rate permitted by applicable law~~Board, ~~whichever~~effective ~~is lower~~immediately. ~~The~~Mr. ~~Agreement~~Cheng’s decision ~~further~~to ~~provides~~resign ~~that~~is ~~any~~not ~~delay~~due ~~or failure by Buyer~~ to ~~pay~~ any ~~portion~~disagreement ofwith the ~~purchase~~Company, ~~price~~the ~~when due does not unwind~~Board, ~~rescind~~ or ~~automatically~~any ~~reverse~~member ~~the assignment~~ of the ~~acquired~~Company’s ~~interest~~management.

~~Following~~Erwin ~~the~~Baquiran closing, Buyer and Seller hold the Acquired IP as contractual co-owners; however, the Agreement provides that the Buyer has the sole and final right, power and authority to manage, control and direct operational, technical, strategic and commercial matters relating to the Acquired IP and the related QIKBIM business, including product roadmap, technical architecture, branding, pricing, customer contracting, licensing and sublicensing, cloud deployment, data governance, budgets and compliance matters. Seller’s consent rights are limited to certain narrowly defined fundamental matters. The Agreement also contains restrictions on the Seller’s ability to transfer its retained interest, grant licenses or other rights with respect to the Acquired IP, compete with the QIKBIM business using the Acquired IP, or otherwise impair Buyer’s practical control of the Acquired IP or related business.Pineda

~~The~~On ~~Agreement~~April ~~grants~~2, ~~Buyer~~2026 an(the ~~irrevocable~~“Effective ~~option~~Date”), tothe ~~acquire~~Board ~~all~~appointed orErwin ~~any~~Baquiran ~~portion~~Pineda ofas ~~Seller’s~~an ~~retained~~independent ~~interest~~director ~~upon~~of the ~~occurrence of~~Company, ~~specified~~effective ~~events~~immediately, ~~including~~for ~~certain~~an ~~material~~initial ~~breaches,~~term ~~prohibited~~of ~~transfers~~two 2 years, ~~impairment~~subject to renewal upon the mutual agreement of ~~underlying~~the ~~rights,~~parties. ~~insolvency~~The ~~events~~Board ~~relating~~has todetermined ~~Seller,~~that orMr. ~~events~~Pineda ~~materially~~qualifies ~~impairing~~as ~~Buyer’s~~an ~~practical~~independent ~~control~~director ofand orappointed ~~ability~~him to ~~commercialize~~serve as a member of the ~~Acquired~~audit IPcommittee, orthe ~~related~~compensation committee ~~business~~of the Board and the nominating and corporate governance committee.

~~The~~Also, ~~Agreement~~on ~~further~~April ~~provides~~2, ~~that~~2026, ~~net~~the ~~monetization~~Company ~~proceeds~~entered ~~from~~into an independent director agreement (the ~~Acquired~~“Pineda IPDirector ~~will~~Agreement”) bewith ~~shared~~Mr. ~~50%~~Pineda. Pursuant to ~~Buyer~~the ~~and~~Pineda ~~50%~~Director Agreement, Mr. Pineda is (i) entitled to ~~Seller~~annual cash compensation of $20,000, ~~subject~~payable in 6 equal bi-monthly payments for his Board service; (ii) eligible to receive annual grants of 30,000 restricted ordinary shares (the ~~recovery~~“ROSs”) (the by“Annual ~~Buyer~~ROS Grant”), prorated for the portion of ~~certain~~the ~~buyer~~year remaining following the Effective Date; (iii) eligible to receive other compensation consistent with the Company’s non-~~funded~~employee ~~development~~director ~~amounts~~compensation ~~from~~program. ~~such~~The ~~proceeds~~Annual ~~before~~ROS ~~any~~Grant ~~50/50~~for ~~distribution~~2026 shall be prorated for the portion of the year remaining following the Effective Date and thereafter, subject to ~~Seller.~~his ~~Buyer~~continued service ~~controls~~as ~~invoicing~~a director, ~~collection~~Mr. Pineda will be eligible to receive an Annual ROS Grant on January 1 of each year. Each Annual ROS Grant will vest in 4 approximately equal quarterly installments, ~~accounting~~with vesting occurring on the last day of each calendar quarter, and ~~remittance~~the ~~with~~final ~~respect~~installment vesting on the first anniversary of the applicable grant date, in each case subject to Mr. Pineda’s continuous service on the ~~Acquired~~Board through IPeach ~~and~~applicable ~~related~~vesting ~~business~~date.

InErwin ~~addition~~Baquiran Pineda, ~~Seller~~age ~~has~~60, ~~agreed~~is toa ~~provide~~real ~~transition~~estate ~~support~~executive, ~~technical cooperation~~entrepreneur, ~~bug~~and ~~fixes~~community leader with a strong track record of scaling organizations, building ~~troubleshooting~~high-performing teams, ~~maintenance~~and ~~support~~driving strategic growth. Since 2020, ~~deployment~~Mr. Pineda has been serving as the Chief Executive Officer ~~support~~and Co-Founder of Coldwell Banker Exclusive, ~~knowledge~~a ~~transfer~~real ~~and~~estate ~~handover~~brokerage ~~assistance~~firm. ~~for~~From 2020 to 2025, Mr. Pineda served as a ~~period~~member of 24the ~~months~~board of ~~following~~directors of Asian Business Association a non-profit organization dedicated to empowering Asian American entrepreneurs through advocacy, networking opportunities, and business development resources. Between 2016 to 2024 he served as the ~~effective~~member ~~date~~of the board of Center for the ~~Agreement,~~Pacific ~~including~~Asian Family a non-profit organization that provides multi-lingual and multi-cultural services to address domestic ~~critical~~violence ~~issue~~and ~~response~~sexual ~~obligations~~assault within the Asian and ~~commercially~~Pacific ~~reasonable~~Islander ~~efforts~~communities. From 2000 to ~~maintain~~2020, ~~underlying~~Mr. ~~rights~~Pineda ~~necessary~~served ~~for~~as a member of the board ~~operation,~~for ~~maintenance,~~Pacific Real Estate Properties a real estate brokerage firm. Mr. Pineda has a Bachelor of Science degree in electrical ~~and~~engineering ~~support~~from University of ~~the~~California, ~~QIKBIM~~Los ~~business~~Angeles.

~~The~~There ~~Agreement~~are ~~also~~no ~~contains~~arrangements ~~customary~~or ~~and~~understanding ~~negotiated~~between ~~provisions~~the ~~relating~~Company toand ~~representations~~Mr. ~~and~~Pineda ~~warranties,~~pursuant ~~indemnification,~~to ~~confidentiality, public~~which ~~announcements,~~Mr. ~~cooperation,~~Pineda ~~dispute~~was ~~resolution~~appointed and ~~other~~there ~~miscellaneous~~is ~~matters.~~no ~~Among~~family relationship ~~other~~between ~~things,~~or ~~the~~among ~~Agreement~~any ~~provides~~director ~~that Buyer~~or ~~has~~executive ~~the~~officer ~~sole~~of ~~right~~the toCompany ~~determine~~or ~~the~~Mr. ~~timing,~~Pineda. ~~manner~~There ~~and~~are ~~content~~no oftransactions, ~~any~~to ~~public~~which ~~announcement,~~the Company ~~securities~~is ~~filing,~~or ~~stock~~was ~~exchange~~a ~~filing, investor~~participant ~~communication~~and orin ~~other~~which ~~public-company~~Mr. ~~disclosure~~Pineda ~~relating~~has toa ~~the~~material ~~Agreement,~~interest ~~the~~subject ~~Acquired~~to IPdisclosure orunder ~~the~~Item ~~related~~404(a) ~~business~~of Regulation S-K.

The foregoing ~~description~~summary of the Pineda Director Agreement ~~does~~is not ~~purport to be~~ complete and is qualified in its entirety by reference to the full text of of the Pineda Director Agreement, a copy of which is ~~filed~~attached hereto as ~~Exhibit~~Exhibits 10.1 ~~to this Current Report on Form 8-K~~ and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
Exhibit No.		Exhibit
10.1		~~Intellectual~~Independent ~~Property~~Director ~~Assignment and Co-Ownership~~ Agreement, dated asApril ~~of March 31~~2, 2026, by and between ~~Office~~OFA ~~for~~Group ~~Fine Architecture Limited~~ and ~~Alan~~Erwin ToBaquiran ~~AI Consultancy Co. Limited.~~Pineda
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: April 6, 2026	OFA Group
Dated: April 8, 2026	OFA GROUP
	By:	/s/ Li Hsien Wong
	Name:	Li Hsien Wong
	Title:	Chief Executive Officer

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