Item 5. Other Information
ITEM
5. OTHER INFORMATION
During
the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange
Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,”
as each term is defined in Item 408 of Regulation S-K.
On
May 21, 2026 the shareholders of the Company approved a 1-for-10 share consolidation of all of the Company’s Class A Ordinary Shares
(issued an unissued), which became effective on July 31, 2026, in order to regain compliance with the minimum bid price requirement for
continued listing under Nasdaq Listing Rule 5550(a)(2).
ITEM
6. EXHIBITS
Exhibit
Number
Description
3.1*
Third Amended and Restated Memorandum and Articles of Association
31.1*
Certification of Chief Executive Officers (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officers (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Definition Link
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
**
Furnished herewith.
16
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, on August 14, 2026.
OFA GROUP
August 14, 2026
/s/ Li Hsien
Wong
Li Hsien Wong
Chief Executive Officer
and Director (Principal Executive Officer)
August 14, 2026
/s/ Ernest
Yeung
Ernest Yeung
Chief Financial Officer (Principal Financial Officer)
17
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.