UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 410, 2026

OFA GROUP

(Exact name of registrant as specified in its charter)

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		92074
(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):

☐	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

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 3.0201. ~~Unregistered~~Notice ~~Sales~~ of ~~Equity~~Delisting ~~Securities~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported on Form 6-K, on ~~July~~December 2211, 2025, OFA Group (the “Company”) ~~entered~~received ~~into~~ a ~~purchase~~letter ~~agreement~~from ~~dated July 14, 2025 (~~the ~~“Atsion~~Listing ~~Purchase~~Qualifications Department ~~Agreement”)~~of ~~with~~The ~~Atsion~~Nasdaq ~~Opportunity~~Stock ~~Fund~~Market LLC ~~– Series 1~~ (“~~Atsion~~Nasdaq”), ~~pursuant to~~notifying ~~which~~ the Company, ~~among~~that ~~others,~~the ~~was~~closing ~~prohibited~~bid ~~from~~price ~~entering~~per ~~into~~share ~~any~~for ~~variable~~its ~~rate transaction (the Restriction”). On October~~ordinary 28shares, ~~2025, the Company and Atsion entered into a waiver, pursuant to~~ which ~~Atsion~~were ~~agreed~~reclassified ~~to waive the Restriction in relation to an initial closing of a certain purchase agreement, dated~~ as ofClass ~~October~~A ~~29,~~ordinary ~~2025~~shares, by$0.001 ~~and~~par ~~among the Company and certain investors (the “PIPE”). Further~~value, on ~~March~~November 2524, ~~2026,~~2025 ~~the Company and Atsion entered into a conditional waiver for the second and third closing of the PIPE~~ (~~the~~ “~~Original~~Ordinary ~~Waiver~~Shares”). Onwas below ~~June 4, 2026, the Company entered into Amendment No~~$1.00 1for toa ~~the~~period ~~Conditional Waiver~~ of ~~Covenant (the~~30 ~~“Amendment”)~~consecutive ~~with~~business ~~Atsion,~~days ~~amending~~and ~~certain~~that ~~provisions of~~ the ~~Original~~Company ~~Waiver.~~did ~~Further,~~not ~~the~~meet ~~Original Waiver amended~~ the ~~Atsion~~minimum ~~Purchase~~bid ~~Agreement~~price torequirement ~~subject~~set ~~the~~forth in ~~Company’s~~Nasdaq ~~obligation~~Listing toRule ~~pay Atsion~~ 5550(a)(2). ~~commitment~~In ~~fee~~accordance ofwith ~~$1,000,000~~Nasdaq toListing aRule ~~payment schedule therein~~5810(c)(3)(A), ~~and if~~ the Company ~~defaults~~had in180 ~~any~~calendar ~~of the payments~~days, ~~the~~or ~~entire remaining unpaid balance of the commitment fee shall, at the~~until ~~Atsion’s~~June ~~election~~9, ~~become~~2026 ~~immediately due and payable, and liquidated damages shall accrue at one percent~~ (~~1%) of~~ the ~~commitment fee~~“Initial ~~each~~Compliance ~~day.~~Date”), ~~Pursuant~~ to ~~the~~regain ~~Amendment,~~compliance ifwith the ~~Company~~minimum ~~defaults~~bid inprice ~~the~~requirement ~~payment~~by ofhaving ~~commitment fee, the remaining unpaid balance~~ shares of the ~~commitment~~ ~~fee~~Company’s ~~shall~~Ordinary ~~be converted into Class A ordinary shares (“Default~~ Shares”) atmaintain a ~~conversion~~minimum ~~price~~closing ~~equal~~bid ~~to volume-weighted average~~ price of ~~Company’s~~at ~~Class~~least A$1.00 ~~ordinary~~per ~~shares~~share onfor ~~the~~a ~~day~~minimum ~~immediately~~of ~~prior~~10 ~~to the Share Transfer Date (as defined in the Amendment),~~consecutive ~~provided,~~business ~~however,~~days ~~that~~before the ~~number~~Initial ofCompliance ~~Default Shares will not exceed 3,000,000 shares~~Date.

~~The~~On ~~issuance~~June of9, 2026, the ~~Default~~Company ~~Shares~~received ~~was~~a ~~exempt~~letter from ~~registration~~the ~~under~~Staff ~~Section~~(the 4“Letter”) notifying the Company that the Company is eligible for an additional 180-day period (athe “Second Compliance Period”), or until December 7, 2026 (2the “Compliance Date”), to regain compliance, based on the Staff’s determination of the ~~Securities~~Company ~~Act~~meeting the continued listing requirement for market value of ~~1933~~publicly held shares and all other initial listing standards for Nasdaq, aswith ~~amended~~the exception of the minimum bid price requirement, and the Company’s written notice to Nasdaq of its intention to cure the deficiency during the Second Compliance Period, by effecting a reverse stock split, if necessary. The Letter has no immediate impact on the listing of the Company’s Ordinary Shares on Nasdaq. If at any time during the Second Compliance Period the closing bid price of the Company’s Ordinary Shares is at least $1.00 per share for a minimum of 10 consecutive business days (which may be extended to be a period of up to 20 consecutive business days in the discretion of the Staff), Nasdaq will provide the Company with written confirmation of compliance.

If the Company does not regain compliance by the Compliance Date, the Staff will provide written notification that the Company’s Ordinary Shares is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by Nasdaq to the panel, such appeal would be successful.

The Company intends to actively monitor the closing bid price of its Ordinary Shares between now and the Compliance Date and, as appropriate, will evaluate available options to resolve the deficiency and regain compliance with the minimum bid price requirement.

Item 8.01 Other Events.

On June 12, 2026, the Company issued a press release announcing Letter. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 7.01.

The information furnished under this Item 8.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other securities law. Forward-looking statements are statements that are not historical facts. Words and phrases such as “anticipated,” “forward,” “will,” “would,” “could,” “may,” “intend,” “remain,” “potential,” “prepare,” “expected,” “believe,” “plan,” “seek,” “continue,” “estimate,” “and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to: the Company’s ability to cure any deficiencies in compliance with the minimum bid price requirement, or other Nasdaq listing rules, or maintain compliance with other Nasdaq listing rules; the Company’s intent to implement a reverse stock split to regain compliance with the minimum bid price requirement; and whether any such reverse stock split will actually allow the Company to meet the minimum bid price requirement. These forward-looking statements are subject to a number of risks; and those risks and uncertainties identified in the “Risk Factors” sections of the Company’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
99.1		Press Release, dated June 12, 2026.
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: June 5, 2026	OFA Group
Date: June 12, 2026	OFA Group
	By:	/s/ Li Hsien Wong
	Name:	Li Hsien Wong
	Title:	Chief Executive Officer

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