OFA Group 8-K

What Happened
OFA Group (OFAL) announced on June 8, 2026 (8-K filed) that on June 4, 2026 it entered Amendment No. 1 to a Conditional Waiver with Atsion Opportunity Fund LLC – Series 1. The Amendment changes the remedy if the Company defaults on a $1,000,000 commitment fee tied to prior purchase/PIPE agreements: instead of accelerating the unpaid balance and daily liquidated damages, the remaining unpaid balance may be converted into Class A ordinary shares (“Default Shares”) at a conversion price equal to the volume-weighted average price (VWAP) of OFA’s Class A shares on the day before the Share Transfer Date. The number of Default Shares is capped at 3,000,000. The issuance of any Default Shares is claimed to be exempt from registration under Section 4(a)(2) of the Securities Act.

Key Details

• Commitment fee subject to the payment schedule: $1,000,000 total.
• Amendment date: June 4, 2026; Original conditional waiver dated March 25, 2026; initial waiver related to PIPE dated Oct 28–29, 2025; original purchase agreement dated July 14, 2025.
• Default previously triggered immediate acceleration of the unpaid balance and liquidated damages of 1% of the commitment fee per day; Amendment replaces that remedy with equity conversion (capped at 3,000,000 Default Shares) at VWAP prior to Share Transfer Date.
• Any Default Shares would be issued under an exemption from registration (Section 4(a)(2)).

Why It Matters
For investors, the Amendment creates a clear potential dilution outcome if OFA fails to pay the commitment fee: conversion into up to 3,000,000 Class A shares rather than continued accrual of cash penalties. The conversion price is tied to VWAP the day before transfer, so the effective dilution depends on market price at that time. Also, issuance under Section 4(a)(2) means the shares would be issued in a private-exemption context rather than a registered public offering. These changes affect capitalization and potential share count but do not report any immediate cash payment or revenue impact in this filing.