Form 8-K

8-K — OFA Group

Accession: 0001493152-26-015722

Filed: 2026-04-08

Period: 2026-04-02

CIK: 0002036307

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

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

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 2, 2026

OFA

GROUP

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-42592

00-0000000Not

Applicable

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

609

Deep Valley Drive, Suite 200

Rolling

Hills, CA

90274

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code:

(800)

418-5160

Not

applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A ordinary shares, par value $0.001 per share

OFAL

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

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

Certain Officers.

Won

Ping Cheng

April 2, 2026, the Board of Directors (the “Board”) of OFA Group (the “Company”) accepted Won Ping Cheng’s

letter of resignation as a member of the Board and as a member of the Audit Committee of the Board, effective immediately. Mr. Cheng’s

decision to resign is not due to any disagreement with the Company, the Board, or any member of the Company’s management.

Erwin

Baquiran Pineda

April 2, 2026 (the “Effective Date”), the Board appointed Erwin Baquiran Pineda as an independent director of the Company,

effective immediately, for an initial term of two 2 years, subject to renewal upon the mutual agreement of the parties. The Board has

determined that Mr. Pineda qualifies as an independent director and appointed him to serve as a member of the audit committee, the compensation

committee of the Board and the nominating and corporate governance committee.

Also,

on April 2, 2026, the Company entered into an independent director agreement (the “Pineda Director Agreement”) with Mr. Pineda.

Pursuant to the Pineda Director Agreement, Mr. Pineda is (i) entitled to annual cash compensation of $20,000, payable in 6 equal bi-monthly

payments for his Board service; (ii) eligible to receive annual grants of 30,000 restricted ordinary shares (the “ROSs”)

(the “Annual ROS Grant”), prorated for the portion of the year remaining following the Effective Date; (iii) eligible to

receive other compensation consistent with the Company’s non-employee director compensation program. The Annual ROS Grant for 2026

shall be prorated for the portion of the year remaining following the Effective Date and thereafter, subject to his continued service

as a director, Mr. Pineda will be eligible to receive an Annual ROS Grant on January 1 of each year. Each Annual ROS Grant will vest

in 4 approximately equal quarterly installments, with vesting occurring on the last day of each calendar quarter, and the final installment

vesting on the first anniversary of the applicable grant date, in each case subject to Mr. Pineda’s continuous service on the Board

through each applicable vesting date.

Erwin

Baquiran Pineda, age 60, is a real estate executive, entrepreneur, and community leader with a strong track record of scaling organizations,

building high-performing teams, and driving strategic growth. Since 2020, Mr. Pineda has been serving as the Chief Executive Officer

and Co-Founder of Coldwell Banker Exclusive, a real estate brokerage firm. From 2020 to 2025, Mr. Pineda served as a member of the board

of directors of Asian Business Association a non-profit organization dedicated to empowering Asian American entrepreneurs through advocacy,

networking opportunities, and business development resources. Between 2016 to 2024 he served as the member of the board

of Center for the Pacific Asian Family a non-profit organization that provides multi-lingual and multi-cultural services to address domestic

violence and sexual assault within the Asian and Pacific Islander communities. From 2000 to 2020, Mr. Pineda served as a member of the

board for Pacific Real Estate Properties a real estate brokerage firm. Mr. Pineda has a Bachelor of Science degree in electrical

engineering from University of California, Los Angeles.

There

are no arrangements or understanding between the Company and Mr. Pineda pursuant to which Mr. Pineda was appointed and there is no family

relationship between or among any director or executive officer of the Company or Mr. Pineda. There are no transactions, to which the

Company is or was a participant and in which Mr. Pineda has a material interest subject to disclosure under Item 404(a) of Regulation

S-K.

The

foregoing summary of the Pineda Director Agreement is not complete and is qualified in its entirety by reference to the full text of

the Pineda Director Agreement, a copy of which is attached hereto as Exhibits 10.1 and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Exhibit

10.1

Independent Director Agreement, dated April 2, 2026, by and between OFA Group and Erwin Baquiran Pineda

104

Cover

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

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, hereunto duly authorized.

Dated:

April 8, 2026

OFA

GROUP

By:

/s/

Li Hsien Wong

Name:

Hsien Wong

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

OFA

GROUP

609

Deep Valley Drive, Suite 200

Rolling

Hills, 90274

800.418.5160

April

2, 2026

Erwin

Pineda

Email:

mr.erwinpineda@gmail.com

Cell:

818-371-0503

Re:

Offer To Serve As An Independent Director

Dear

Mr. Erwin Pineda,

OFA

Group, a Cayman Islands limited corporation (the “Company”, “we”, “us” or similar terminology),

is pleased to offer you (the “Director”) positions as an independent member of its Board of Directors (the “Board”)

and a member of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board (collectively,

the “Committees”), subject to Board approval. We believe your background and experience will be a significant asset

to the Company and we look forward to your participation on the Board and the Committees. Should you choose to accept the positions as

a member of the Board and the Committees, this letter agreement (the “Agreement”) shall constitute an agreement between

you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

Term. This Agreement will become effective as of the date executed by both parties (the “Effective Date”). Your

term as an independent director of the Board and member of the Committees shall continue for 2 (two) year from the Effective Date and

may renew under the terms mutually agreed upon by you and the Company within 30 days of expiration of the initial term, subject to the

Company’s memorandum and articles of association (as amended and/or restated from time to time) and the provisions in Section 10

below. You shall stand for re-appointment to the Board each year at the Company’s annual shareholder meeting and upon re-appointment,

the terms and provisions of this Agreement shall remain in full force and effect.

Services. You shall render services as a member of the Board and as a member of the Committees (hereinafter, your “Duties”).

The Duties shall include those customary for a board member and a member of the Committees of a Nasdaq listed public company. During

the term of this Agreement, you shall adhere to all applicable fiduciary duties, and all other applicable laws, rules, and regulations.

You shall attend and participate in such number of meetings of the Board and of the Committees as regularly or specially called. You

may attend and participate in each such meeting, via teleconference, videoconference, or in person. You shall consult with the other

members of the Board and the Committees (and the Company’s officers, as needed) regularly and as necessary via telephone, electronic

mail, or other forms of correspondence.

Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement. You

agree, however, that you do not presently perform, and do not intend to perform, during the term of your Board service, similar Duties,

consulting, or other services, for businesses that are, or would be, in any way competitive with the Company or its affiliates (except

for companies previously disclosed by you to the Company in writing) (“Competitive Services”). Should you propose

to perform Competitive Services, you agree to notify the Company in writing in advance (specifying the name of the business for which

you propose to perform Competitive Services) and to provide information to the Company sufficient to allow it to determine if the performance

of such Competitive Services would conflict with your duties to the Company.

Compensation. Commencing on the Effective Date, you will receive the compensation as set forth below.

Annual Cash Retainer.

Following the Effective Date, you shall receive an annual cash retainer of $20,000.00 (Twenty Thousand US Dollars) (the “Annual

Cash Retainer”). The Annual Retainer is for general availability and participation in meetings and conference calls of the

Board, inclusive of all Board or Committees service. Unless otherwise provided, there is no additional compensation for attending individual

Board or Committees meetings or serving as chair of the Board or any Committees.

ii.

The Annual Cash Retainer will be paid in six (6) equal bi-monthly payments at the end of every two calendar months in arrears. The bi-monthly

payment will be pro-rated if you are first appointed during a two-month period or cease to serve on the Board during a two-month period,

with the payment pro-rated based on the number of actual days served during such two-month period.

Annual ROS Grant.

The equity compensation set forth below will be granted under the vesting schedules described below.

ii.

Following the Effective Date, you will be granted restricted ordinary shares (“ROSs”) having a grant date value of

30,000 shares annually (the “Annual ROS Grant”), on a pro-rata basis from the Effective Date for the rest of the year

and, on every January 1 of each year thereafter if you continuously remain a director as of that date.

iii.

The Annual ROS Grant will be granted on January 1 of each year.

iv.

The Annual ROS Grant will vest in four (4) approximately equal quarterly tranches on the last day of each calendar quarter, with

the final tranche vesting on the first anniversary of the grant date, subject to your continuous Board service on each applicable vesting

date.

The remaining terms and conditions of each Annual ROS Grant, including transferability restrictions, will be as set forth in the ROS

award agreement. After each vesting period, there will be a six (6) month lock-up on transferring the shares.

Travel Expense Reimbursement. The Company shall reimburse you for all reasonable travel business expenses you incur directly with

performing your Duties, provided that you receive prior written approval from the Company for any such expenses, and the expenses are

in compliance with the Company’s travel and expense policies. Any reimbursement by the Company shall be against a receipt of a

lawful invoice and all other appropriate and supporting documentation for expense reimbursement if applicable. No interstate or international

travel should be booked without the prior written consent of the Board chairperson. All international air travel outside the United States

will be by business class airfare and reimbursed by the Company.

D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its directors’

and officers’ insurance policy.

Indemnification. The Company shall, to the maximum extent provided under applicable law, defend you, indemnify you, and hold you

harmless from and against, any expenses, including reasonable attorneys’ fees, judgments, fines, settlements and other legally

permissible amounts (“Losses”), incurred in connection with any legal, administrative, or criminal, proceeding, arising

out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your fraud, willful default,

gross negligence, or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and

costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses

incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding

promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount

and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by

you, or on your behalf, to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment

or settlement that you are not entitled to be indemnified by the Company. These rights to defense, indemnification, and advancement of

expenses, are in addition to, and not in substitution for, any such rights you have under the Company’s articles of incorporation,

bylaws, policies, or applicable law.

No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without

the prior written consent of the Company.

Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below)

of the Company and its affiliates (the “Company Group”), in connection with your business relationship with the Company,

you hereby represent and agree as follows:

Definition. For purposes of this Agreement the term “Confidential Information” means: (i) any information which

the Company Group possesses that has been created, discovered or developed by or for the Company Group, and which has or could have commercial

value or utility in the businesses in which the Company Group is engaged; (ii) any information which is related to the businesses of

the Company Group and is generally not known by non-Company Group personnel; and (iii) trade secrets and any information concerning products,

processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not

reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications,

data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier

identities, characteristics and agreements.

Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes

generally available or is readily available to the public other than as a result of a breach of the confidentiality provisions of this

Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third party

in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by you prior

to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose

pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by any other regulatory organization

having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and

made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.

Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises,

any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential

Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any

reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination

or resignation.

Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others,

directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the

Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will not

use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business

relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding

the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information

for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).

Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret

rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world)

relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas

and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise

out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company.

You agree to assist the Company, at its expense, to further evidence, record, and perfect, such assignments, and to perfect, obtain,

maintain, enforce, and defend any rights assigned.

Non-Solicitation. During the term of your appointment, you agree to not solicit for employment any employee of the Company Group

with whom you have had contact due to your appointment.

10.

Termination and Resignation. Your Board membership and Committees membership may be terminated in accordance with the provisions

of the Company’s memorandum and articles of association (as amended and/or restated from time to time). You may also terminate

your membership on the Board or on the Committees for any or no reason by delivering your written notice of resignation to the Company,

and such resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation

by the Company. Upon the effective date of the termination or resignation, your right to compensation hereunder will terminate subject

to the Company’s obligations to pay you any compensation that you have already earned in connection with your performance of your

Duties as of the effective date of such termination or resignation.

11.

Governing Law; Arbitration; Submission to Jurisdiction.

All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder,

shall be determined in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in

the State of New York.

Except as otherwise set forth herein, all disputes, controversies, or differences, whether arising or commenced during or subsequent

to the term, which may arise among the parties out of or in relation to or in connection with this Agreement, the Duties, or Director’s

service on the Board and the Committees or the termination thereof, shall be settled exclusively by a confidential arbitration held in

New York County, New York, and in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration

Association (“AAA”) then in effect. The AAA rules can be found on the internet at chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://adr.org/sites/default/files/Commercial%20Rules.pdf.

The arbitration shall be conducted before a single arbitrator who will be selected by the parties or appointed by the New York office

of the AAA, in the event that the parties are unable to agree upon a selection. The arbitrator shall have the power to rule on his or

her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the

arbitrability of any claim or counterclaim.

Any award determined by an arbitrator shall be final and binding upon the parties. The arbitrator shall have no authority to award any

special, punitive, exemplary, indirect or similar damages.

Any arbitral award shall be enforceable in any court, wherever located, having jurisdiction over the party against whom the award was

rendered. With respect to any such arbitration or enforcement proceedings, each party thereto shall bear its respective attorneys’

fees and all other costs and expenses associated with such arbitration, except as otherwise provided by law or rule and as directed by

the arbitrator.

Any action, suit, demand or proceeding for the purposes of seeking injunctive relief or compelling arbitration shall be instituted and

litigated within the jurisdiction of the federal or state courts located in New York County, New York and each of the parties, by the

execution of this Agreement, hereby consents and submits to the exclusive jurisdiction of the federal or state courts located in New

York County, New York for that purpose. Neither party shall raise as a defense to any action, suit, demand or proceedings to compel arbitration

which is initiated in any forum as provided above the lack of jurisdiction of the courts of such forum over the person of such party

for that limited purpose. The parties knowingly, willingly, and voluntarily, WAIVE ALL RIGHT TO TRIAL BY JURY in any such proceedings.

12.

Severability. The provisions of this Agreement are severable. The unenforceability or invalidity of any provision or portion of this

Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement, it being

intended that all rights and obligations of the parties hereunder shall be enforceable to the full extent permitted by applicable law.

13.

Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject

matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term

of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties

hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or

failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time

to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require

future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts

each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using

facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such

signature.

14.

Not an Employment Agreement. This Agreement is not an employment agreement and shall not be construed or interpreted to create any

right for you to be employed by the Company Group.

15.

Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding,

conclusive, and final all decisions or interpretations of the Board of any questions arising under this Agreement.

[Signature

Page Follows]

This

Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

Sincerely,

OFA

Group

By:

/s/

Li Hsien Wong

Name:

Hsien Wong

Title:

Chief

Executive Officer

AGREED

AND ACCEPTED

/s/

Erwin Pineda

Erwin

Pineda

[Signature

Page to Independent Director Offer Letter]

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Namespace Prefix:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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