Form 8-K

8-K — OFA Group

Accession: 0001493152-26-028456

Filed: 2026-06-12

Period: 2026-06-10

CIK: 0002036307

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Other Events

Item: Financial Statements and Exhibits

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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): June 10, 2026

OFA

GROUP

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-42592

98-1824417

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

609

Deep Valley Drive, Suite 200 Rolling Hills, CA

92074

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (800) 418-5160

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, $0.001 par value per share

OFAL

Nasdaq

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

3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

previously reported on Form 6-K, on December 11, 2025, OFA Group (the “Company”) received a letter from the Listing Qualifications

Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price per share for its ordinary

shares, which were reclassified as Class A ordinary shares, $0.001 par value, on November 24, 2025 (“Ordinary Shares”) was

below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth

in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days, or until

June 9, 2026 (the “Initial Compliance Date”), to regain compliance with the minimum bid price requirement by having shares

of the Company’s Ordinary Shares maintain a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive

business days before the Initial Compliance Date.

June 9, 2026, the Company received a letter from the Staff (the “Letter”) notifying the Company that the Company is eligible

for an additional 180-day period (the “Second Compliance Period”), or until December 7, 2026 (the “Compliance Date”),

to regain compliance, based on the Staff’s determination of the Company meeting the continued listing requirement for market value

of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the minimum bid price requirement,

and the Company’s written notice to Nasdaq of its intention to cure the deficiency during the Second Compliance Period, by effecting

a reverse stock split, if necessary. The Letter has no immediate impact on the listing of the Company’s Ordinary Shares on Nasdaq.

If at any time during the Second Compliance Period the closing bid price of the Company’s Ordinary Shares is at least $1.00 per

share for a minimum of 10 consecutive business days (which may be extended to be a period of up to 20 consecutive business days in the

discretion of the Staff), Nasdaq will provide the Company with written confirmation of compliance.

the Company does not regain compliance by the Compliance Date, the Staff will provide written notification that the Company’s Ordinary

Shares is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the

procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company receives a delisting

notice and appeals the delisting determination by Nasdaq to the panel, such appeal would be successful.

The

Company intends to actively monitor the closing bid price of its Ordinary Shares between now and the Compliance Date and, as appropriate,

will evaluate available options to resolve the deficiency and regain compliance with the minimum bid price requirement.

Item

8.01 Other Events.

June 12, 2026, the Company issued a press release announcing Letter. A copy of the press release is furnished as Exhibit 99.1

to this Current Report on Form 8-K and is incorporated herein by reference into this Item 7.01.

The

information furnished under this Item 8.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference

in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference

in any such filing.

Forward-Looking

Statements

This

Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995, as amended, and other securities law. Forward-looking statements are statements that are not historical facts. Words

and phrases such as “anticipated,” “forward,” “will,” “would,” “could,” “may,”

“intend,” “remain,” “potential,” “prepare,” “expected,” “believe,”

“plan,” “seek,” “continue,” “estimate,” “and similar expressions are intended to

identify forward-looking statements. These statements include, but are not limited to: the Company’s ability to cure any deficiencies

in compliance with the minimum bid price requirement, or other Nasdaq listing rules, or maintain compliance with other Nasdaq listing

rules; the Company’s intent to implement a reverse stock split to regain compliance with the minimum bid price requirement; and

whether any such reverse stock split will actually allow the Company to meet the minimum bid price requirement. These forward-looking

statements are subject to a number of risks; and those risks and uncertainties identified in the “Risk Factors” sections

of the Company’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. All

forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. Except to

the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances

that exist after the date on which they were made.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description

99.1

Press

Release, dated June 12, 2026.

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.

Date:

June 12, 2026

OFA

Group

By:

/s/

Li Hsien Wong

Name:

Hsien Wong

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

OFA

Group Receives Additional 180-Day Nasdaq Compliance Period; Nasdaq Confirms Company Remains Compliant with All Continued Listing Standards

Other Than the Minimum Bid Price Requirement

Torrance,

California — June 12, 2026 — OFA Group (Nasdaq: OFAL) (“OFA” or the “Company”) today announced

that it has received notice from the Nasdaq Listing Qualifications Department granting the Company an additional 180-calendar-day period,

through December 7, 2026, to regain compliance with the minimum $1.00 bid price per share requirement under Nasdaq Listing Rule 5550(a)(2).

Nasdaq’s

determination to grant the second compliance period was based on the Company meeting the continued listing requirement for market value

of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the bid price requirement

being the sole exception, and the Company’s written notice to Nasdaq of its intention to cure the deficiency during the second

compliance period by effecting a reverse stock split, if necessary.

previously disclosed, on December 11, 2025, the Company was notified that the closing bid price of its Class A ordinary shares had been

below $1.00 per share for 30 consecutive business days, and was provided an initial 180-day compliance period that expired on June 9,

2026.

regain compliance, the closing bid price of the Company’s Class A ordinary shares must be at least $1.00 per share for a minimum

of 10 consecutive business days at any time before December 7, 2026.

The

notification has no immediate effect on the listing or trading of the Company’s Class A ordinary shares, which continue to trade

on the Nasdaq Capital Market under the symbol “OFAL.” The Company intends to monitor the bid price of its shares and will

take the actions necessary to regain compliance within the second compliance period.

About

OFA Group

OFA

Group (Nasdaq: OFAL) is an integrated architecture and technology company operating across architectural design, design technology, and

real-world asset tokenization Headquartered in Los Angeles, the Company operates across North America, Europe, and Asia, and focuses

on developing scalable technology solutions at the intersection of the built environment and financial innovation.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including

statements regarding the Company’s intention to regain compliance with Nasdaq’s minimum bid price requirement and the potential

implementation of a reverse stock split. These statements involve risks and uncertainties, and actual results may differ materially from

those expressed or implied by such statements. Important factors that could cause actual results to differ materially include, among

others, those described under “Risk Factors” and elsewhere in the Company’s filings with the U.S. Securities and Exchange

Commission (the “SEC”), including its most recent annual report and subsequent filings, which are available on the SEC’s

website at www.sec.gov. There can be no assurance that the Company will regain compliance with the minimum bid price requirement or maintain

compliance with other Nasdaq listing requirements. Investors are cautioned not to place undue reliance on these forward-looking statements,

which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement except as required

by law.

Contact

Investor

Relations

OFA Group

Email: info@ofagroup.com

Website: www.ofagroup.com

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