PRE 14A 1 formpre14a.htm PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

OFA Group

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Shareholder:

You are cordially invited to attend the 2026 Extraordinary General Meeting of Shareholders of OFA Group The meeting will be held on May 21, 2026, at 2pm PST (5 P.M., Eastern Time) at 609 Deep Valley Drive, Suite 200, Rolling Hills, California 90274, virtually via live audio webcast on the Internet at http://www.virtualshareholdermeeting.com/OFAL2026SM. On or about May [ ], 2026, a full set of proxy materials will be mailed to each shareholder.

Your vote is important. Whether or not you plan to attend the Extraordinary General Meeting live, we hope you will vote as soon as possible. Please vote by returning your signed proxy card in the envelope provided. If you do attend the meeting and desire to vote during the meeting, you may do so by following the procedures described in the proxy statement even if you have previously voted.

Sincerely,

/s/ Larry Wong
Larry Wong
Chief Executive Officer

OFA GROUP

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274

(800) 418-5160

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, MAY 21, 2026

To the Shareholders of OFA Group:

Notice is hereby given that the 2026 Extraordinary General Meeting of Shareholders of OFA Group will be held on May 21, 2026, at 2pm PST (5 P.M., Eastern Time) at 609 Deep Valley Drive, Suite 200, Rolling Hills, California 90274, in a virtual meeting format only. You may attend, vote and submit questions during or in advance of the Extraordinary General Meeting via the Internet at http://www.virtualshareholdermeeting.com/OFAL2026SM. The principal business of the meeting will be for the following purposes:

	1.	Approve a proposal to allow the Company’s board of directors to effect a share consolidation of all the Company’s Class A ordinary shares by consolidating them at a ratio of 1 for 10 at any time after approval by the shareholders, and to authorize the board of directors to implement the share consolidation at its discretion (the “Share Consolidation Proposal”);
	2.	To approve the adoption of the 3^rd M&AA to reflect the share consolidation (the “3^rd M&AA Proposal”); and
	3.	To approve the 2026 Share Incentive Plan (the “Incentive Plan Proposal”);
	4.	To act on any other matters that may properly come before the meeting and any adjournment or postponement thereof (the “Adjournment Proposal”).

The Board of Directors of the Company has fixed the close of business on April 16, 2026 as the record date for determining the shareholders entitled to notice of and to vote at the meeting and any adjournments thereof. The share transfer books of the Company will not be closed.

	By order of the Board of Directors,

	/s/ Larry Wong
	Larry Wong
	Chief Executive Officer

THE PROMPT SUBMISSION OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. YOU MAY VOTE BY MAIL, ONLINE OR BY PHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THE PROXY CARD OR OTHER INSTRUCTIONS FROM THE HOLDER OF RECORD.

TABLE OF CONTENTS

	Page

GENERAL INFORMATION	2

EXECUTIVE COMPENSATION	5

PRINCIPAL SHAREHOLDERS	7

PROPOSAL 1: SHARE CONSOLIDATION	9

PROPOSAL 2: AS A SPECIAL RESOLUTION, SUBJECT TO THE APPROVAL OF THE SHARE CONSOLIDATION PROPOSAL, TO APPROVE AND ADOPT THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (“3rd M&AA”)	14

PROPOSAL 3: INCENTIVE PLAN PROPOSAL	14

PROPOSAL 4: THE ADJOURNMENT PROPOSAL	21

HOUSEHOLDING	22

ADDITIONAL INFORMATION	22

OTHER MATTERS	23

OFA GROUP

Proxy Statement

2026 Extraordinary General Meeting of Shareholders

May 21, 2026

2pm PST

GENERAL INFORMATION

Proxies are being solicited by the Board of Directors (the “Board”) of OFA Group, a Cayman Islands exempted limited company (the “Company,” “we,” “us” or “our”), for use in connection with the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to be held on May 21, 2026 and at any adjournment thereof. Only shareholders of record at the close of business on April 16, 2026 will be entitled to vote at such meeting.

The address of our principal executive office is 609 Deep Valley Drive, Suite 200, Rolling Hills, CA 90274 and our telephone number is (800) 418-5160. The mailing of this proxy statement and a proxy card to shareholders will commence on or about May [ ], 2026.

Ordinary Shares Outstanding on Record Date

At the close of business on April 16, 2026 (the “Record Date”), which is the date selected by the Board for determining shareholders entitled to notice of and to vote at the meeting, there were 26,266,846 shares of Class A ordinary shares, par value $0.001 per share (“Class A ordinary shares”) outstanding and entitled to vote, and 20,000,000 shares of Class B ordinary shares, par value $0.001 per share (“Class B ordinary shares” and sometimes referred to collectively with the Class A ordinary shares as “ordinary shares”) outstanding and entitled to vote. In respect of matters requiring a vote of all shareholders, each holder of Class A ordinary shares are entitled to one vote per share; and each holder of Class B ordinary shares are entitled to 25 votes per Class B ordinary share. As of the Record Date, our three main shareholders, including our Chief Executive Officer and our Chief Technology Officer, collectively beneficially own approximately 53.19% of our issued and outstanding Class A ordinary shares and 100% of our Class B ordinary shares and are able to exercise approximately 98.68% of the total voting power of our issued and outstanding ordinary shares.

Votes Required on Proposals

	1.	Share consolidation Proposal - The affirmative vote of the holders of a majority of the votes cast by the ordinary shares present or represented by proxy at the meeting and entitled to vote is required for approval of the share consolidation.
	2.	3rd M&AA Proposal - The affirmative vote of the holders of a two-thirds of the votes cast by the ordinary shares present or represented by proxy at the meeting and entitled to vote is required for approval of adoption of the 3rd M&AA to reflect the share consolidation.
	3.	Incentive Plan Proposal - The affirmative vote of the holders of a majority of the votes cast by the ordinary shares present or represented by proxy at the meeting and entitled to vote is required for approval of the OFA Group 2026 Equity Incentive Plan (the “2026 Plan”).
	4.	Adjournment Proposal - The affirmative vote of the holders of a majority of the votes cast by the ordinary shares present or represented by proxy at the meeting and entitled to vote is required for approval of the adjournment.

Abstentions and Broker Non-Votes

Abstentions: Under the laws of the Cayman Islands, abstentions are counted as shares present and entitled to vote at the Extraordinary General Meeting but are not counted as votes cast. Unless put to the meeting as a special resolution, matters shall be decided by a simple majority of votes cast by such members (or shareholders) who, being entitled to do so, vote in person or by proxy at such meeting. Voting at any shareholders’ meeting is by way of a show of hands of shareholders who are present in person or by proxy unless a poll is requested pursuant to the Second Amended and Restated Memorandum and Articles of Association of the Company.

Broker Non-Votes: A “broker non-vote” occurs when a broker, bank, or other nominee holding your shares in street name does not vote on a particular matter because you did not provide the broker, bank, or other nominee voting instructions and the broker, bank, or other nominee lacks discretionary voting authority to vote the shares because the matter is considered “non-routine” under the Nasdaq rules for brokers. The “non-routine” matters on the agenda for the Extraordinary General Meeting include Proposal 1: Share Consolidation, Proposal 2: 3^rd M&AA and Proposal 3: Incentive Plan Proposal.

Broker non-votes will be counted for the purpose of determining whether a quorum is present at the Extraordinary General Meeting. Therefore, it is critical that you indicate your vote on these proposals if you want your vote to be counted.

The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions and, if not, the impact of such broker non-vote on the approval of the proposal.

Proposal	Voting Options	Board Recommendation	Effect of Abstention	Impact of Broker Non-Vote
1. Share consolidation	For, Against, Abstain	FOR	No effect	Not applicable
2. 3^rd M&AA Proposal	For, Against, Abstain	FOR	No effect	Not applicable
3. Incentive Plan Proposal	For, Against, Abstain	FOR	No effect	Not applicable
4. Adjournment Proposal	For, Against, Abstain	FOR	No effect	Not applicable

Expenses of Soliciting

We will pay the cost of soliciting proxies. In addition to solicitation by the use of the mails, certain of our directors, officers and employees may solicit proxies by telephone, email or personal contact, and we have requested brokerage firms and custodians, nominees and other record holders to forward soliciting materials to the beneficial owners of our shares and will reimburse them for their reasonable out-of-pocket expenses in so forwarding such materials.

Shareholder Proposals

Shareholder proposals (other than director nominations) that are submitted for inclusion in our proxy statement for our annual meeting of Shareholders to be held in 2026 must follow the procedures and requirements of the federal securities laws, including Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be timely, such proposals must be received by us at our principal executive office no later than [ ], 2026. Any notice of a shareholder proposal must also satisfy the timing and content requirements of our Second Amended and Restated Articles of Association in respect of a Members’ requisition.

What do I need to do to attend the Extraordinary General Meeting online?

We will be hosting our Extraordinary General Meeting via live audio webcast only. If you are a shareholder as of the Record Date and wish to virtually attend the Extraordinary General Meeting, you will need the 12-digit control number, which is located on the Notice or on your proxy card (if you receive a printed copy of the proxy materials). Instructions on how to participate in the Extraordinary General Meeting are also posted online at http://www.virtualshareholdermeeting.com/OFAL2026SM. The webcast will start at 2pm PST (5 P.M., EST), Eastern on May 21, 2026. Shareholders may vote and ask questions while attending the Extraordinary General Meeting online.

Use of cameras and recording devices are prohibited while virtually attending the live audio webcast.

How can I get help if I have trouble checking in or listening to the meeting online?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

How to Vote

We encourage you to vote promptly. Your methods of voting may differ depending on whether you are a “street name” or a “shareholder of record.”

If your shares are held in the name of a stockbroker, bank, trust or other nominee as a custodian, and this proxy statement was forwarded to you by that organization, then you are a “street name” holder and you must instruct your nominee as to your voting preferences. Please contact your nominee/custodian to do so. Because a beneficial owner is not the shareholder of record, you may not vote your shares live at the meeting unless you obtain a legal proxy from the broker, bank, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting.

If you hold your shares directly, then you are a “shareholder of record” and you may vote your shares in advance of the meeting using the mail method described on your proxy card or other voting instructions from the holder of record, including:

By Mail

If you are a holder of record and received a paper copy of the proxy card by mail, you can vote by marking, dating, and signing your proxy card and returning it by mail in the envelope provided. If you hold your shares in street name, you can vote by completing and mailing the voting instruction form.

During the Meeting

All shareholders of record as of the record date may vote on the Internet during the Extraordinary General Meeting. Instructions on how to attend and vote at the Extraordinary General Meeting are described at http://www.virtualshareholdermeeting.com/OFAL2026SM.

Revocation of Proxies

You can revoke your proxy at any time before your shares are voted if you (1) submit a written revocation to our corporate secretary at our executive offices before the meeting, or at the meeting, (2) submit a timely later-dated proxy (or voting instruction form if you hold shares in street name) or (3) vote at the meeting.

Important Notice Regarding the Availability of Proxy Materials

for the Extraordinary General Meeting to be held on May 21, 2026

EXECUTIVE AND DIRECTOR COMPENSATION

The following table sets forth information concerning the compensation of the named executive officers for the years ended March 31, 2025 and 2026:

Summary Compensation Table

Name and Principal Position	Calendar Year	Salary or Consulting $		Bonus $		Stock Awards $		Other Payments $		Option Awards $		Total

Larry Wong(Chief Executive Officer, Director)	2025	$	36,815		-		-		-	$	-	$	36,815
Larry Wong(Chief Executive Officer, Director)	2026	$	240,000		-		483,966		-	$	-	$	723,966

Keith Chong(Chief Technology Officer, Director)	2025	$	36,815		-		-		-	$	-	$	36,815
Keith Chong(Chief Technology Officer, Director)	2026	$	91,872		-		-		90,173	$	-	$	214,752

Executive Employment Agreements

Thomas Gaffney

The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated May 16, 2025 (the “COO Agreement”) with Mr. Thomas Gaffney, the Company’s Chief Operating Officer, effective as of May 21, 2025. With initial term of two years, the COO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The COO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The COO Agreement provides an annual base salary of $120,000. The COO Agreement provides for an initial equity grant of 50,000 ordinary shares, along with an annual equity awards with a target value of approximately 50,000 ordinary shares subject to Mr. Gaffney’s continued employment with the Company. The parties amended the COO Agreement to increase the annual base salary to $180,000 payable in twelve equal monthly installments, effective September 8, 2025.

Ernest Yeung

The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated July 9, 2025 (the “CFO Agreement”) with Mr. Ernest Yeung, the Company’s Chief Financial Officer, effective as of July 15, 2025. With initial term of two years, the CFO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The CFO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The CFO Agreement provides an annual base salary of $85,000. The CFO Agreement provides for an initial equity grant of 30,000 ordinary shares, along with an annual equity awards with a target value of approximately 30,000 ordinary shares subject to Mr. Yeung’s continued employment with the Company.

Wai Wong Chong

The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated June 6, 2025 (the “CTO Agreement”) with Mr. Wai Wong Chong, the Company’s Chief Technology Officer, effective as of May 21, 2025. With initial term of two years, the CTO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The CTO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The CTO Agreement provides an annual base salary of $240,000. The CTO Agreement provides for an initial equity grant of 100,000 ordinary shares, followed with receive annual equity awards with a target value of approximately 100,000 ordinary shares subject to Mr. Chong’s continued employment with the Company.

Li Hsien Wong

The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated June 6, 2025 (the “CEO Agreement”) with Mr. Li Hsien Wong, the Company’s Chief Executive Officer, effective as of May 21, 2025. With initial term of two years, the CEO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The CEO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The CEO Agreement provides an annual base salary of $240,000. The CEO Agreement provides for an initial equity grant of 100,000 ordinary shares, followed with receive annual equity awards with a target value of approximately 100,000 ordinary shares subject to Mr. Wong’s continued employment with the Company.

Compensation of Directors

The following table sets forth compensation we paid to our directors during the year ended March 31, 2026 (excluding compensation under the Summary Compensation table above).

Fees Earned

or Paid in

Cash

Stock

Awards

Option

Awards

All Other

Compensation

Total

Name

($)

Andrew Scott (Director)

10,000

Outstanding Equity Awards at Fiscal Year-End

The following table discloses information regarding outstanding equity awards granted or accrued as of March 31, 2026, for our named executive officers.

Option Awards

Stock Awards

Name

Number of

Securities

Underlying

Unexercised Options (#) Vested

Number of Securities Underlying

Unexercised Options (#) Unvested

Option Exercise

Price ($)

Option Expiration Date

Number of Shares or Units of Stock (#) that Vested

Market value of Shares or Units of Stock (#) that have not Vested

Larry Wong

SEC Form PRE 14A filed by OFA Group