Business Context and Reporting Period
Company: OFA Group
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: November 5, 2025
Reporting Period: Month of November 2025
Context: The filing discloses the execution of a Securities Purchase Agreement dated October 29, 2025, for the issuance of Series A Convertible Preferred Shares. The transaction involves a related-party component and is subject to shareholder approval and registration statement effectiveness.
Key Financial Metrics and Transaction Terms
Capital Raise Structure:
- Total Aggregate Stated Value: Up to $50,000,000 in Series A Convertible Preferred Shares.
- Initial Closing: $1,500,000 stated value for $1,350,000 gross proceeds (10% original issue discount).
- Second Closing: $500,000 stated value for $450,000 gross proceeds (subject to shareholder approval).
- Additional Closings: Up to $44,000,000 stated value for $39,600,000 gross proceeds (subject to conditions).
Instrument Terms:
- Dividend Rate: 12% per annum (payable in cash or shares); increases to 15% upon a "Triggering Event."
- Conversion Price: 110% of the lesser of a Fixed Price ($1.00) or a Variable Price (90% of VWAP), subject to a Floor Price (initially $0.20).
- Ranking: Senior to all other classes of shares regarding dividends and liquidation.
- Redemption: Holders may redeem at 110% of the Conversion Amount upon a Triggering Event. The Company may redeem at the greater of the Conversion Amount or the equity value of underlying shares.
Financial Statements: The filing text does not provide a clear value for current revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on the terms of the securities offering.
Material Changes and Related Party Transactions
Related Party Transaction:
- An "Affiliate Buyer" participated in the financing under Nasdaq Listing Rule 5630.
- The Affiliate Buyer is under common control with insiders Li Hsien "Larry" Wong, Wai Wong "Keith" Chong, and R-Opus Inc. (beneficial owner Weiyi Yu).
- The Audit Committee, composed entirely of independent directors, approved the transaction, determining it was fair, reasonable, and negotiated on an arm's-length basis with identical terms to unaffiliated investors.
Registration Rights:
- The Company must file a registration statement within 30 days of the Initial Closing to register the resale of initially 35,000,000 Ordinary Shares.
- The statement must be effective within 120 days of filing.
Guidance, Risks, and Contingencies
Conditions Precedent:
- Shareholder approval is required for the amendment of the Memorandum and Articles of Association and the issuance of Preferred Shares.
- Additional closings are contingent on the effectiveness of a registration statement covering the resale of Ordinary Shares.
- Issuance is capped at 20% of pre-transaction outstanding Ordinary Shares until shareholder approval is obtained under exchange rules.
Risks and Triggering Events:
- Triggering Events: Include failure to maintain an effective registration statement, suspension of trading, failure to pay dividends, default on obligations, or bankruptcy. These events increase the dividend rate to 15% and grant holders redemption rights.
- Dilution: The instrument includes "price-based" anti-dilution protections and a "Reset Date" mechanism that lowers the Floor Price if it exceeds the closing share price.
- Covenants: The Company is restricted from redeeming/repurchasing other stock, declaring other dividends, incurring new indebtedness (with exceptions), or issuing liens without consent.
Forward-Looking Statements: The filing contains forward-looking statements regarding the transaction and future operations, which are subject to risks detailed in the Company's Form 20-F and IPO prospectus.
Investor Verification Checklist
- Shareholder Approval Status: Verify if the required shareholder vote for the issuance and charter amendment has been scheduled or completed.
- Registration Statement Filing: Confirm the filing date and effectiveness status of the registration statement covering the 35,000,000 shares.
- Capitalization Table: Assess the potential dilution impact of the 50,000 Preferred Shares and the 35,000,000 underlying Ordinary Shares on existing shareholders.
- Related Party Disclosure: Review the full text of the Audit Committee's determination regarding the Affiliate Buyer to ensure no undisclosed preferential terms exist.
- Financial Health: Obtain the most recent audited financial statements (Form 20-F) to evaluate the Company's ability to service the 12% dividend and potential redemption obligations.