OFA Group 6-K, filed Nov 12, 2025

OFA Group (OFAL)

6-K 2025-11-12 For: 2025-11-12

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Added on April 12, 2026

About this 6-K

OFA Group filed this 6-K on November 12, 2025.

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Exhibit No.		Description
99.1		Notice of Extraordinary General Meeting
99.2		Form of Proxy for Extraordinary General Meeting
99.3		Form of Proxy Card

	OFA Group

Date: November 12, 2025	By:	/s/ Li Hsien Wong
		Li Hsien Wong
		Chief Executive Officer

6.	Proposal 6: As an ordinary resolution, to establish and maintain a digital asset treasury for the purpose of holding, managing and investing in digital assets including cryptocurrencies and blockchain-based assets; and

7.	Proposal 7: As an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve any other proposal(s).

	By Order of the Board of Directors,

	/s/ Li Hsien Wong
	Li Hsien Wong
	Director

5.	Proposal 5: As an ordinary resolution, (i) the Company be authorized to enter into, execute, deliver and perform all obligations under the Securities Purchase Agreement (the “Purchase Agreement”), the Certificate of Designations of Series A Convertible Preferred Shares, par value UD$0.001 per share (the “CoD”) and the Registration Rights Agreement (the “RRA,” and together with the Purchase Agreement and the CoD, the “Transaction Documents”), in each case substantially in the forms presented to the shareholders and attached hereto as Annexes B-D; (ii) the Company is authorized to issue and sell up to 50,000 Series A Convertible Preferred Shares (the “Preferred Shares”), having an aggregate stated value of up to US$50,000,000, pursuant to and in accordance with the Transaction Documents (the “Private Placement” or the “Facility”); (iii) any Director and/or officer of the Company be authorized and directed to negotiate, execute and deliver all agreements, documents and instruments necessary or desirable to establish, maintain and draw upon the Private Placement; (iv) any Director and/or officer be authorized to take all such actions (including issuance of Preferred Shares under the authorised Un-designated Shares, determining the rights attached to these preferred shares and submission of Registration Statement with the U.S. Securities and Exchange Commission) as may be necessary or appropriate in connection with the Facility and the Private Placement; (v) the Facility will be subscribed for up to US$18,000,000 by Greentree Financial Group, Inc.; and (v) the Facility will be subscribed for up to US$32,000,000 by TriCore Foundation, LLC. The beneficial owners of TriCore Foundation, LLC are the three founder shareholders and affiliates of the Company: (A) Li Hsien Wong, (B) Wai Wong Chong, and (C) R-Opus, Inc.;

6.	Proposal 6: As an ordinary resolution, to establish and maintain a digital asset treasury for the purpose of holding, managing and investing in digital assets including cryptocurrencies and blockchain-based assets; and

7.	Proposal 7: As an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve any other proposal(s) (the “Adjournment Proposal”).


Companies Act (Revised) Company Limited by Shares

	SECOND amended and restated memorandum of association OF OFA Group
(Adopted by special resolution passed on [date] 2025)

1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion of Table A Articles		5

2	Shares	5
Power to issue Shares and options, with or without special rights		5
Power to issue fractions of a Share		7
Power to pay commissions and brokerage fees		8
Trusts not recognised		8
Security interests		8
Rights of Shares		8
Power to vary class rights		9
Effect of new Share issue on existing class rights		10
No bearer Shares or warrants		10
Treasury Shares		10
Rights attaching to Treasury Shares and related matters		10
Register of Members		11
Annual Return		11

3	Share certificates	11
Issue of share certificates		11
Renewal of lost or damaged share certificates		12

4	Lien on Shares	12
Nature and scope of lien		12
Company may sell Shares to satisfy lien		13
Authority to execute instrument of transfer		13
Consequences of sale of Shares to satisfy lien		13
Application of proceeds of sale		14

5	Calls on Shares and forfeiture	14
Power to make calls and effect of calls		14
Time when call made		14
Liability of joint holders		14
Interest on unpaid calls		15
Deemed calls		15
Power to accept early payment		15
Power to make different arrangements at time of issue of Shares		15
Notice of default		15
Forfeiture or surrender of Shares		16
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		16
Effect of forfeiture or surrender on former Member		16
Evidence of forfeiture or surrender		17
Sale of forfeited or surrendered Shares		17

6	Transfer of Shares	17
Form of Transfer		17
Power to refuse registration for Shares not listed on a Designated Stock Exchange		18
Suspension of transfers		18
Company may retain instrument of transfer		18
Notice of refusal to register		19

7	Transmission of Shares	19
Persons entitled on death of a Member		19
Registration of transfer of a Share following death or bankruptcy		19
Indemnity		20
Rights of person entitled to a Share following death or bankruptcy		20

8	Alteration of capital	20
Increasing, consolidating, converting, dividing and cancelling share capital		20
Dealing with fractions resulting from consolidation of Shares		20
Reducing share capital		21

9	Conversion, redemption and purchase of own Shares	21
Power to issue redeemable Shares and to purchase own Shares		21
Power to pay for redemption or purchase in cash or in specie		22
Effect of redemption or purchase of a Share		22
No conversion rights		22

10	Meetings of Members	22
Annual and extraordinary general meetings		22
Power to call meetings		23
Content of notice		23
Period of notice		24
Persons entitled to receive notice		24
Accidental omission to give notice or non-receipt of notice		25

11	Proceedings at meetings of Members	25
Quorum		25
Lack of quorum		25
Chairman		26
Right of a Director to attend and speak		26
Accommodation of Members at Virtual Meeting		26
Security		26
Adjournment, postponement and cancellation		27
Method of voting		27
Taking of a poll		27
No casting vote		27
Written resolutions		27
Sole-Member Company		29

12	Voting rights of Members	29
Right to vote		29
Rights of joint holders		29
Representation of corporate Members		30
Member with mental disorder		30
Objections to admissibility of votes		30
Form of proxy		31
How and when proxy is to be delivered		31
Voting by proxy		33

13	Number of Directors	33

14	Appointment, disqualification and removal of Directors	33
First Directors		33
No age limit		33
Corporate Directors		33
No shareholding qualification		33

Appointment of Directors		33
Board’s power to appoint Directors		34
Removal of Directors		34
Resignation of Directors		34
Termination of the office of Director		34

15	Alternate Directors	35
Appointment and removal		35
Notices		36
Rights of alternate Director		36
Appointment ceases when the appointor ceases to be a Director		36
Status of alternate Director		36
Status of the Director making the appointment		36

16	Powers of Directors	37
Powers of Directors		37
Directors below the minimum number		37
Appointments to office		37
Provisions for employees		38
Exercise of voting rights		38
Remuneration		38
Disclosure of information		39

17	Delegation of powers	39
Power to delegate any of the Directors’ powers to a committee		39
Local boards		40
Power to appoint an agent of the Company		40
Power to appoint an attorney or authorised signatory of the Company		40
Borrowing Powers		41
Corporate Governance		41

18	Meetings of Directors	41
Regulation of Directors’ meetings		41
Calling meetings		41
Notice of meetings		41
Use of technology		42
Quorum		42
Chairman or deputy to preside		42
Voting		42
Recording of dissent		42
Written resolutions		43
Validity of acts of Directors in spite of formal defect		43

19	Permissible Directors’ interests and disclosure	43

20	Minutes	44

21	Accounts and audit	44
Financial year		44
Auditors		44

22	Record dates	45

23	Dividends	45
Source of dividends		45
Declaration of dividends by Members		45
Payment of interim dividends and declaration of final dividends by Directors		45

Apportionment of dividends		46
Right of set off		46
Power to pay other than in cash		47
How payments may be made		47
Dividends or other monies not to bear interest in absence of special rights		48
Dividends unable to be paid or unclaimed		48

24	Capitalisation of profits	48
Capitalisation of profits or of any share premium account or capital redemption reserve;		48
Applying an amount for the benefit of Members		48

25	Share Premium Account	49
Directors to maintain share premium account		49
Debits to share premium account		49

26	Seal	49
Company seal		49
Duplicate seal		49
When and how seal is to be used		49
If no seal is adopted or used		50
Power to allow non-manual signatures and facsimile printing of seal		50
Validity of execution		50

27	Indemnity	50
Release		51
Insurance		51

28	Notices	52
Form of notices		52
Electronic communications		52
Persons entitled to notices		53
Persons authorised to give notices		53
Delivery of written notices		53
Joint holders		53
Signatures		53
Giving notice to a deceased or bankrupt Member		54
Date of giving notices		54
Saving provision		54

29	Authentication of Electronic Records	55
Application of Articles		55
Authentication of documents sent by Members by Electronic means		55
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		55
Manner of signing		56
Saving provision		56

30	Transfer by way of continuation	56

31	Winding up	57
Distribution of assets in specie		57
No obligation to accept liability		57

32	Amendment of Memorandum and Articles	57
Power to change name or amend Memorandum		57
Power to amend these Articles		57

Method for giving notices		When taken to be given
(A) Personally		At the time and date of delivery
(B) By leaving it at the Member’s registered address		At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient		48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address		48 hours after the date it was sent
(E) By publication on a website		24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website

1.	The Company shall, upon shareholder approval of an amendment to the Company’s Memorandum and Articles of Association, authorize a new series of convertible preferred stock of the Company, designated as Series A Convertible Preferred Stock, $0.0001 par value per share, the terms of which are set forth in the certificate of designations of preferences and rights for such series of preferred stock (the “Certificate of Designations”) in the form attached hereto as Exhibit A (the “Series A Preferred Shares”), which Series A Preferred Shares shall have a stated value of $1,000 per share and be convertible into shares of ordinary shares of the Company, $0.001 par value per share (“Ordinary Shares”) (such shares of Ordinary Shares issuable pursuant to the terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of the Certificate of Designations.

2.	The Buyers wish to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement and pursuant to one or more effective registrations statement under the Securities Act of 1933, as amended (the “1933 Act”), up to an aggregate of $50,000,000 stated value of the Company’s Series A Preferred Shares at multiple closings, in each case, on the terms of and subject to the conditions set forth in this Agreement.

3.	On or around the date of Initial Closing (as defined below), on the terms of and subject to the conditions set forth herein, the Buyers wish to purchase an aggregate of $1,500,000 stated value of Series A Preferred Shares, with each such Buyer to purchase such aggregate number of shares of Series A Preferred Shares set forth on the executed signature page of such Buyer under the heading “Initial Preferred Shares” (such amount, the “Buyer Initial Share Purchase Amount,” and such aggregate amount for all Buyers shall be referred to herein as the “Initial Preferred Shares”).

4.	Following the Initial Closing and on or around the date of the Second Closing (as defined below) and on the terms and subject to the conditions set forth in this Agreement, the Buyers wish to purchase an aggregate of $500,000 in stated value of the Series A Preferred Shares, with each such Buyer to purchase such aggregate number of shares of Series A Preferred Shares set forth on the executed signature page of each such Buyer under the heading “Second Preferred Shares” (such amount, the “Buyer Second Share Purchase Amount,” and such aggregate amount for all Buyers, the “Second Preferred Shares”).

5.	Following the Initial Closing and on or around the date of the Second Closing (as defined below), upon the effectiveness the Registration Statement (as defined below) and on the terms and subject to the conditions set forth in this Agreement, the Buyers wish to purchase an aggregate of $4,000,000 in stated value of the Series A Preferred Shares, with each such Buyer to purchase such aggregate number of shares of Series A Preferred Shares set forth on the executed signature page of each such Buyer under the heading “Second Preferred Shares” (such amount, the “Buyer Third Share Purchase Amount,” and such aggregate amount for all Buyers, the “Third Preferred Shares”).

6.	The Buyers further wish to purchase, on the terms of and subject to the conditions set forth in this Agreement, up to such aggregate number of shares of Series A Preferred Shares set forth on the executed signature page of each such Buyer under the heading “Additional Preferred Shares” (such amount, the “Buyer Additional Share Purchase Amount,” and together with the Buyer Initial Share Purchase Amount, the “Buyer Share Purchase Amount,” and such aggregate amount for all Buyers shall be referred to herein as the “Additional Preferred Shares” and, together with the Initial Preferred Shares, the Second Preferred Shares and the Third Preferred Shares, the “Preferred Shares”) at one or more closings after the Third Closing Date (as defined below), each such closing in an aggregate amount of up to $44,000,000 in stated value of Additional Preferred Shares.

7.	In connection with the transactions contemplated hereby, the Company and the Buyers will enter into a registration rights agreement in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which the Company shall agree to register the resale of the Conversion Shares and Dividend Shares (as defined below) under the 1933 Act, and the Company shall also deliver to its transfer agent an irrevocable transfer agent instruction letter in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instruction Letter”). This Agreement, together with the Registration Rights Agreement, the Irrevocable Transfer Agent Instruction Letter, and the Certificate of Designations, are collectively referred to herein as the “Transaction Documents.”

8.	The Preferred Shares are, under specific circumstances set forth in the Certificate of Designations, entitled to Dividends (as defined in the Certificate of Designations) and certain other amounts (the “Dividend Shares”).

9.	The Preferred Shares, the Conversion Shares and the Dividend Shares are collectively referred to herein as the “Securities.”

COMPANY:

OFA GROUP

Name:	Li Hsien “Larry” Wong
Title:	Chief Executive Officer

Date of Conversion:

Aggregate number of Preferred Shares to be converted:

Aggregate Stated Value of such Preferred Shares to be converted (subject to 110% multiplier):

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Ordinary Shares to be issued:
Please issue the Ordinary Shares into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address:
Issue to:



☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

	●	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

	●	in the over-the-counter market;

	●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	●	through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	short sales made after the date the Registration Statement is declared effective by the SEC;

	●	broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;

	●	a combination of any such methods of sale; and

	●	any other method permitted pursuant to applicable law and, in the case of the the Affiliate Buyer, permitted under the Corporate Documents.