Item 5. Market for Registrant’s Common Equity
ITEM
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market
for our Ordinary Shares
Our
Class A Ordinary Shares is listed on the Nasdaq Capital Market under the symbol “OFAL.”
Holders
As
of July 13, 2026, there were 8 holders of record of our Class A Ordinary Shares.
Dividend
Policy
Subject
to the provisions of the Companies Act and any rights attaching to any shares under and in accordance with our amended and restated memorandum
and articles of association, as amended from time to time, our board of directors has discretion regarding whether to declare or pay
dividends or distributions out of our funds which are lawfully available for that purpose. In addition, our shareholders may by ordinary
resolution declare a dividend, provided that no dividend may exceed the amount recommended by our directors. Subject to the requirements
of the Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution,
dividends may also be declared and paid out of any share premium account. The directors when paying dividends to shareholders may make
such payment either in cash or in specie. Unless provided by the rights attached to a share, no dividend shall bear interest. All dividends
are subject to certain restrictions under Cayman Islands law, namely that a Cayman Islands company may pay a dividend on its shares out
of either profit or share premium account, provided that in no circumstances may a dividend be paid if following such payment the company
would be unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends,
the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial
condition, contractual restrictions, regulatory requirements and other factors that the board of directors may deem relevant.
We
have never declared or paid cash dividends on our shares. We currently do not have any plans to pay cash dividends. Rather, we currently
intend to retain all of our available funds and any future earnings to operate and grow our business.
Cash
dividends on our Class A Ordinary Shares, if any, will be paid in U.S. dollars.
71
Securities
Authorized for Issuance under Equity Compensation Plan
The
following table sets forth information concerning securities authorized under equity compensation plans as of March 31, 2026.
Plan Category
Number of securities to be issued upon exercise of outstanding options
Weighted-average exercise price of outstanding options
Number of granted restricted stock unit awards outstanding
Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders
0
N/A
740,000
3,200,027
Equity compensation plans not approved by security holders
N/A
Recent
Sales of Unregistered Securities
On
June 4, 2026, the Company entered into Amendment No. 1 to the Conditional Waiver of Covenant (the “Amendment”) with Atsion,
amending certain provisions of the March 25, 2026 Conditional Waiver of Covenant by and between the Company and Atsion (the “Original
Waiver”). Further, the Original Waiver amended the Atsion Purchase Agreement to subject the Company’s obligation to pay Atsion
a commitment fee of $1,000,000 to a payment schedule therein, and if the Company defaults in any of the payments, the entire remaining
unpaid balance of the commitment fee shall, at the Atsion’s election, become immediately due and payable, and liquidated damages
shall accrue at one percent (1%) of the commitment fee each day. Pursuant to the Amendment, if the Company defaults in the payment of
commitment fee, the remaining unpaid balance of the commitment fee shall be converted into Class A Ordinary Shares (“Default Shares”)
at a conversion price equal to volume-weighted average price of Company’s Class A Ordinary Shares on the day immediately prior
to the Share Transfer Date (as defined in the Amendment), provided, however, that the number of Default Shares will not exceed 3,000,000
shares.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM
6. Reserved
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.