OFA Group 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Recent Sale of Unregistered Equity Securities Except as set for the below, no unregistered sales of equity securities occurred in the quarter ended June 30, 2026. On July 22, 2025, the Company entered into the Atsion Purchase Agreement with Atsion, pursuant to which the Company, among others, was prohibited from entering into any variable rate transaction (the “Restriction”). On October 28, 2025, the Company and Atsion entered into a waiver, pursuant to which Atsion agreed to waive the Restriction in relation to an initial closing of a certain purchase agreement, dated as of October 29, 2025, by and among the Company and certain investors (the “PIPE”). Further, on March 25, 2026, the Company and Atsion entered into a conditional waiver for the second and third closing of the PIPE (the “Original Waiver”). 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 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. On July 6, 2026, the Company completed an additional closing (the “Additional Closing”) under a certain securities purchase agreement, dated October 29, 2025 (as amended, supplemented or waived from time to time, the “Purchase Agreement”) with TriCore. At the Additional Closing, the Company issued and sold to TriCore 356 Preferred Shares for an aggregate proceeds of $320,400. The Preferred Shares issued at the Additional Closing have an aggregate stated value of $356,000. ITEM 3. DEFAULT UPON SENIOR SECURITIES None ITEM 4. MINE SAFETY DISCLOSURES Not applicable