Ofa Group - 8-K

Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers

As
described below in Item 5.07 of this Current Report on Form 8-K, on May 21, 2026, at the 2026 Extraordinary General Meeting of Shareholders
(the “Meeting”), the shareholders of OFA Group (the “Company”) approved the OFA Group 2026 Equity Incentive Plan
(the “Plan”). The Plan was adopted by the Company’s Board of Directors (the “Board”) on May 8, 2026, and
became effective upon the approval of the shareholders at the Meeting.

A
description of the material terms of the Plan is set forth in Proposal 3 contained in the Company’s definitive proxy statement
for the Meeting filed with the Securities and Exchange Commission on May 11, 2026. The description of the Plan is qualified in all respects
by the full text of the Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Item
5.07 Submission of Matters to a Vote of Security Holders

As
of April 16, 2026, the record date of the Meeting, there were 26,266,846 Class A ordinary shares of the Company issued and outstanding,
each entitling its holder to one vote, and 20,000,000 Class B ordinary shares of the Company issued and outstanding, each entitling its
holder to 25 votes. At the Meeting, the Company’s shareholders voted on the following three proposals:

1.

Proxies
were solicited on behalf of the Board and a vote by ballot was taken for and against allowing the Company’s board of directors
to effect a share consolidation of all the Company’s Class A ordinary shares by consolidating them at a ratio of 1 for 10 at
any time after approval by the shareholders, and to authorize the board of directors to implement the share consolidation at its
discretion

Votes For

Votes Against

Abstentions

Broker

Non-Votes

517,538,056

58,979

2,364

-

2.

Proxies
were solicited on behalf of the Board and a vote by ballot was taken for and against the adoption of the third amended and restated
amended and restated memorandum and articles of association to reflect the share consolidation.

Votes For

Votes Against

Abstentions

Broker

Non-Votes

517,541,954

54,469

2,976

-

3.

Proxies
were solicited on behalf of the Board and a vote by ballot was taken for and against the approval the 2026 Equity Incentive Plan.

Votes For

Votes Against

Abstentions

Broker

Non-Votes

517,491,380

56,053

51,966

-

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit

Description

10.1

2026 OFA Group Equity Incentive Plan

104

Cover
Page Interactive Data File (embedded within the Inline XBRL document).