Form 8-K

8-K — OFA Group

Accession: 0001493152-26-045748

Filed: 2026-10-05

Period: 2026-09-30

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

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0002036307

2026-09-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): September 30, 2026

OFA

GROUP

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-42592

Not

Applicable 00-0000000

(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 $0.01 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.

Departure

of Ernest Yeung as the Company’s Chief Financial Officer

October 1, 2026, the Board of Directors (the “Board”) of OFA Group (the “Company”) accepted Ernest Yeung’s

resignation as the Chief Financial Officer of the Company, effective as of September 30, 2026. Mr. Yeung’s decision to resign is

for personal reasons.

Appointment

of Eugene M. Johnston as the Company’s Chief Financial Officer

October 1, 2026, the Board approved the appointment of Eugene M. Johnston as the Chief Financial Officer of the Company, effective immediately.

Eugene

M. “Gene” Johnston, age 62, has been serving as the Chief Financial Officer of 1776 Acquisition Corp, a special purpose

acquisition company, since November 2025. Since October 2022, he has been serving as the Chief Financial Officer of Mangoceuticals, Inc.

(Nasdaq: MGRX), a men’s health and wellness telemedicine company, where he built the accounting function and led the company through

its initial public offering on the Nasdaq Capital Market in March 2023. From February 2017 to September 2026, he served as a Manager

at L&L CPAs, PA and from February 2017 to September 2026, as Audit Manager at Greentree Financial Group, Inc., a financial advisory

and consulting firm that provides consulting services, where Mr. Johnston focused on PCAOB audits, internal controls, and financial reporting

for SEC-reporting companies. From January 2005 to February 2017, he was the owner of Johnston Consulting Group, a consulting company

advising companies on the transition to public ownership, and from August 1999 to February 2017, he served as Chief Executive Officer

and Chief Financial Officer of Peoplesway.com, Inc. a skincare and nutritional products company. Mr. Johnston holds a B.S. in Business

Management from the University of North Carolina at Charlotte.

The

Company has entered into an Executive Employment Agreement, dated September 30, 2026 and effective October 1, 2026 (the “CFO Agreement”)

with Mr. Eugene M. Johnston. With an initial term of two years from October 1, 2026, the CFO Agreement’s term is extendable for

one-year upon mutual consents of the parties. The CFO Agreement provides an annual base salary of $150,000 (the “Base Salary”)

and beginning with the fiscal year ending March 31, 2027, at the discretion of the Compensation Committee of the Board (the “Compensation

Committee”), Mr. Johnston shall be eligible to receive an annual cash bonus (in an amount ranging from zero percent (0%) to twenty

percent (20%) of the Base Salary actually paid to Mr. Johnston for such fiscal year. In addition, Mr. Johnston shall receive an initial

equity grant of an option to purchase 60,000 Class A ordinary shares of the Company, along with eligibility for an annual option to purchase

up to 50,000 Class A ordinary shares at the discretion of the Compensation Committee. Mr. Johnston is also entitled to all employee benefit

plans, programs, and arrangements that are generally made available to senior executives of the Company and reimbursement of business

related expenses. The CFO Agreement may be terminated by Company for cause immediately or by Mr. Johnston for good reason with 30 days

written notice or by either party without cause with 30 days written notice. The CFO Agreement also provides for severance benefits under

stated conditions, and contains customary provisions, including confidentiality, intellectual property, and non-solicit provisions.

The

foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of the CFO Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Other

than disclosed above, there are no arrangements or understanding between the Company and Mr. Johnston pursuant to which Mr. Johnston

was appointed and there is no family relationship between or among any director or executive officer of the Company or Mr. Johnston.

There are no transactions, to which the Company is or was a participant and in which Mr. Johnston has a material interest subject to

disclosure under Item 404(a) of Regulation S-K.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Executive Employment Agreement, dated September 30, 2026, between OFA Group and Eugene M. Johnston

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: October 5, 2026

OFA GROUP

By:

/s/ Li Hsien

Wong

Name:

Li Hsien Wong

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EXECUTIVE

EMPLOYMENT AGREEMENT

OFA

Group

This

Executive Employment Agreement (the “Agreement”) is entered into as of September 30, 2026, between Eugene M. Johnston,

an individual (“Executive”) and OFA Group, an Exempted Company incorporated in the Cayman Islands with Limited Liability

(the “Company”). Executive’s employment hereunder shall commence on October 1, 2026, or such other date as the

parties may mutually agree in writing (the “Effective Date”).

RECITALS:

WHEREAS,

the Company desires to employ Executive as its Chief Financial Officer to provide financial leadership, direction, and management of

the Company’s financial strategy, operations, and reporting;

WHEREAS,

Executive possesses unique skills, experience, and qualifications that make Executive particularly suited to serve as the Company’s

Chief Financial Officer;

WHEREAS,

Executive desires to accept such employment and provide services to the Company upon the terms and conditions set forth herein;

WHEREAS,

the parties desire to set forth the terms and conditions of Executive’s employment in a written agreement that will be legally

binding upon both parties; and

WHEREAS,

the parties acknowledge that Executive will have access to confidential and proprietary information of the Company and its affiliates

and that the Company has a legitimate interest in protecting such information and its business relationships;

NOW

THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:

EMPLOYMENT

(a)

Position and Authority

Subject

to the terms and conditions of this Agreement, the Company hereby employs Executive, and Executive hereby accepts employment with the

Company, as Chief Financial Officer of the Company. During the Employment Period (as defined below), Executive shall have the authority,

functions, duties, and responsibilities customarily associated with the position of Chief Financial Officer of a publicly-traded company,

including without limitation: (i) overall financial planning, direction, and leadership of the Company’s financial operations;

(ii) oversight of financial reporting, accounting, and audit functions, including management of the Company’s relationship with

its independent registered public accounting firm; (iii) management of treasury operations, capital structure, and investor relations;

(iv) supervision of budgeting, forecasting, and financial analysis; (v) serving as the Company’s principal financial officer and

principal accounting officer, including executing the certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of

2002, and ensuring compliance with financial reporting requirements under applicable laws, regulations, and stock exchange requirements;

(vi) oversight of risk management and internal control over financial reporting, including the remediation of any identified material

weaknesses; (vii) development and execution of financial strategy aligned with business objectives; (viii) participating as a member

of the senior executive team in strategic planning and decision-making; and (ix) such other duties and responsibilities as may be assigned

to Executive from time to time by the Chief Executive Officer or the Board, provided that such duties and responsibilities are consistent

with Executive’s position as Chief Financial Officer and are reasonable in scope and nature. Executive shall report to the Chief

Executive Officer and shall have direct access to the Audit Committee of the Board.

(b)

Term of Employment

The

Company shall employ Executive, and Executive agrees to be employed with the Company, upon the terms and conditions set forth in this

Agreement, for the period beginning on the Effective Date and ending on the second anniversary of the Effective Date (the “Initial

Term”), subject to earlier termination as provided in Section 4 hereof. The term of employment shall not renew automatically. Upon

the expiration of the Initial Term and of each Extension Term (as defined below), the term may be extended for one (1) additional year

(each such extension, an “Extension Term,” and together with the Initial Term, the “Employment Period”) only

if (i) such extension is approved by the Board or the Compensation Committee (as defined below) and (ii) Executive agrees in writing

to such extension. The Company shall notify Executive in writing, not later than sixty (60) days prior to the expiration of the Initial

Term or the then-current Extension Term, as applicable, whether the Board or the Compensation Committee has approved an extension, and

any such extension may be conditioned upon such modifications to the terms of this Agreement as the Board or the Compensation Committee

may propose and Executive may accept in writing. Unless the Employment Period is extended as provided above, Executive’s employment

shall terminate upon the expiration of the Employment Period. If the Employment Period expires because the Board or the Compensation

Committee does not approve an extension, or because the Company proposes an extension on terms less favorable to Executive than those

then in effect and Executive declines such extension, such expiration shall be treated as a termination of Executive’s employment

by the Company without Cause for purposes of Section 2(c)(iii) and Section 5(b), effective as of the date of such expiration. If the

Employment Period expires because Executive declines an extension approved by the Board or the Compensation Committee on terms no less

favorable to Executive than those then in effect, such expiration shall be treated as a termination by Executive without Good Reason.

(c)

Time and Effort

During

the Employment Period, Executive shall serve the Company on a full-time basis and shall devote Executive’s full business time,

attention, skill, and best efforts to the performance of Executive’s duties and responsibilities hereunder and act at all times

in the best interests of the Company. Executive shall not, without the prior written consent of the Chief Executive Officer, render services

to any other person or business, whether as an employee, consultant, officer, or otherwise, and shall not perform services for any business

that is, or would be, in any way competitive with the Company or its affiliates (“Competitive Services”). Executive

has disclosed to the Company in writing all business, consulting, officer, and board positions held by Executive as of the date hereof

(the “Disclosed Activities”). Executive’s continued involvement in any Disclosed Activity shall be subject to

the prior written approval of the Chief Executive Officer and shall not interfere with the performance of Executive’s duties hereunder

or create a conflict of interest with the Company. Nothing herein shall prevent Executive from (i) serving on the boards of directors

of other corporations, partnerships, or other entities with the prior written consent of the Chief Executive Officer (which consent shall

not be unreasonably withheld), (ii) engaging in charitable, educational, religious, or similar activities, (iii) managing Executive’s

passive personal investments, or (iv) engaging in any other activities approved in advance in writing by the Chief Executive Officer,

so long as such activities do not materially interfere with the performance of Executive’s duties and responsibilities hereunder,

create a conflict of interest, or violate Section 3 or Section 6 hereof.

(d)

Principal Place of Employment

Executive

shall perform Executive’s duties remotely from Executive’s residence in the State of North Carolina, or from such other location

as the parties may agree in writing. Executive shall travel to the Company’s headquarters, currently located at 3720 Skypark Drive,

Torrance, California 90505, and to such other locations as may be reasonably necessary for the performance of Executive’s duties

hereunder or as reasonably requested by the Chief Executive Officer. Executive shall not relocate Executive’s principal residence

outside the State of North Carolina without the prior written consent of the Company.

COMPENSATION AND BENEFITS

(a)

Base Salary

During

the Employment Period, the Company shall pay Executive an annual base salary of One Hundred Fifty Thousand Dollars ($150,000) (the “Base

Salary”), payable in accordance with the Company’s regular payroll practices for its senior executives as in effect from

time to time, but in no event less frequently than monthly. The Base Salary shall be subject to applicable federal, state, and local

tax withholdings and other authorized deductions. The Base Salary shall be reviewed annually by the Board or the Compensation Committee

of the Board (the “Compensation Committee”) and may be increased (but not decreased without Executive’s written consent)

in the discretion of the Board or the Compensation Committee based upon Executive’s performance, the Company’s performance,

competitive market conditions, and such other factors as the Board or Compensation Committee deems relevant; provided, however, that

any reduction in Base Salary shall constitute Good Reason (as defined in Section 4(d) below) for purposes of this Agreement.

(b)

Annual Bonus

For

each fiscal year of the Company ending during the Employment Period, beginning with the fiscal year ending March 31, 2027, Executive

shall be eligible to receive an annual cash bonus (the “Annual Bonus”) in an amount ranging from zero percent (0%)

to twenty percent (20%) of the Base Salary actually paid to Executive for such fiscal year. Whether any Annual Bonus is paid, and the

amount thereof, shall be determined by the Compensation Committee in its sole discretion, based upon the achievement of key performance

indicators (“KPIs”) established by the Compensation Committee, after consultation with the Chief Executive Officer

and Executive, within ninety (90) days after the start of each fiscal year (or, for the fiscal year ending March 31, 2027, within sixty

(60) days after the Effective Date), and such other factors as the Compensation Committee deems relevant. KPIs may include, without limitation,

the timely filing of the Company’s periodic reports, remediation of material weaknesses in internal control over financial reporting,

completion of the annual audit, and achievement of financing and reporting milestones. Achievement of any or all KPIs shall not entitle

Executive to any particular Annual Bonus amount. Any Annual Bonus shall be paid in a lump sum no later than June 15 following the end

of the fiscal year to which it relates, and, except as provided in Section 5(b), Executive must be employed by the Company on the payment

date to earn and receive any Annual Bonus.

(c)

Equity Awards

(i)

Sign-On Option. No later than thirty (30) days following the Effective Date, the Compensation Committee shall approve, and the Company

shall grant to Executive, an option to purchase Sixty Thousand (60,000) Class A ordinary shares of the Company (the “Sign-On

Option”). The number of shares subject to the Sign-On Option is fixed and shall not be adjusted based on the market price of

the Company’s Class A ordinary shares or the value of the grant, except for equitable adjustments for share splits, consolidations,

and similar events as provided in the Plan (as defined below).

(ii)

Annual Option Grants. Beginning with the fiscal year ending March 31, 2028, and for each fiscal year thereafter during the Employment

Period, Executive shall be eligible to receive an annual grant of an option to purchase up to Fifty Thousand (50,000) Class A ordinary

shares of the Company (each, an “Annual Option”). Whether an Annual Option is granted in any fiscal year, and the

number of shares subject thereto, shall be determined by the Compensation Committee in its sole discretion, taking into account Executive’s

performance, the Company’s performance, and such other factors as the Compensation Committee deems relevant. Nothing in this Agreement

shall entitle Executive to receive any Annual Option in any fiscal year. The Compensation Committee may, in its sole discretion, grant

Executive additional equity or other long-term incentive awards from time to time.

(iii)

Terms of Options. Each option granted under this Section 2(c) shall (A) be granted under and subject to the terms and conditions

of the OFA Group 2026 Equity Incentive Plan, as amended from time to time, or any successor plan (the “Plan”), and

an award agreement in the form approved by the Compensation Committee; (B) have a per-share exercise price equal to not less than the

fair market value of a Class A ordinary share on the date of grant, as determined under the Plan; (C) vest and become exercisable in

twelve (12) substantially equal quarterly installments over three (3) years following the vesting commencement date (which shall be the

Effective Date for the Sign-On Option and the date of grant for each Annual Option), subject to Executive’s continued employment

with the Company through each applicable vesting date; and (D) be designated as an incentive stock option within the meaning of Section

422 of the Internal Revenue Code of 1986, as amended (the “Code”), or as a nonqualified stock option, as determined

by the Compensation Committee and to the extent permitted by the Plan and applicable law. Notwithstanding the foregoing, if Executive’s

employment is terminated by the Company without Cause or by Executive for Good Reason, in either case within three (3) months before,

upon, or within twelve (12) months following a Change in Control, then, subject to Executive’s execution and non-revocation of

the release described in Section 5(b), all then-unvested options held by Executive shall vest and become exercisable in full as of the

later of the date of such termination and the date of such Change in Control. Notwithstanding Section 6.3 of the Plan, if such termination

occurs within the three (3) months before a Change in Control, the unvested portion of Executive’s options shall remain outstanding

(but shall not be exercisable) until the earlier of the consummation of a Change in Control and the date that is three (3) months after

the date of termination, and shall be forfeited on such date if no Change in Control has been consummated. Except as provided in the

preceding sentence or as expressly provided in the Plan or the applicable award agreement, no vesting shall accelerate or continue following

the termination of Executive’s employment for any reason, and any portion of an option that is unvested as of the date of termination

shall be forfeited without consideration.

(d)

Employee Benefits

During

the Employment Period, Executive shall be entitled to participate in all employee benefit plans, programs, and arrangements that are

generally made available to senior executives of the Company, including without limitation health, dental, and vision insurance plans,

disability insurance, life insurance, retirement plans, and flexible spending accounts, in each case subject to the terms and conditions

of such plans, programs, and arrangements and applicable law. The Company reserves the right to modify, suspend, or terminate any benefit

plan, program, or arrangement at any time, provided that such modification, suspension, or termination applies generally to similarly

situated employees of the Company.

(e)

Vacation and Personal Time Off

Executive

shall be entitled to not less than four (4) weeks of paid vacation time per calendar year (pro-rated for partial years of employment),

to be taken at such times as Executive may determine, subject to the reasonable business needs of the Company and advance notice to the

Board. Executive shall also be entitled to all paid holidays generally observed by the Company and such personal time off as may be provided

under the Company’s policies applicable to senior executives. Unused vacation time may be carried over to the following calendar

year subject to the Company’s policies, but in no event shall Executive be entitled to accumulate more than eight (8) weeks of

unused vacation time.

(f)

Business Expenses

The

Company shall reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of Executive’s

duties hereunder, in accordance with the Company’s expense reimbursement and travel policies as in effect from time to time and

subject to Executive’s provision of appropriate documentation and receipts. All business travel, and any other expense requiring

pre-approval under such policies, shall require the prior written approval of the Chief Executive Officer. Travel between Executive’s

residence and the Company’s headquarters or other Company locations for Company business shall constitute business travel reimbursable

under this Section 2(f), subject to such prior written approval. The Company shall reimburse Executive for approved expenses within thirty

(30) days after Executive’s submission of appropriate expense reports and supporting documentation, and in all events in compliance

with applicable law; provided that no reimbursement shall be paid later than the end of the calendar year following the year in which

the expense was incurred.

(g)

Directors’ and Officers’ Insurance

During

the Employment Period and for a period of six (6) years following the termination of Executive’s employment for any reason, the

Company shall include Executive as a named insured under any directors’ and officers’ liability insurance policy maintained

by the Company, with coverage amounts, terms, and conditions no less favorable than those provided to other senior executives and directors

of the Company.

(h)

Clawback

Any

Annual Bonus, option, or other incentive-based compensation paid or granted to Executive shall be subject to recovery under the Company’s

compensation recovery policy adopted pursuant to Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and Nasdaq Listing

Rule 5608, as in effect from time to time, and to any other recovery or clawback required by applicable law or stock exchange rules.

Any recovery under such policy shall not constitute Good Reason or a breach of this Agreement.

CONFIDENTIALITY, NON-DISCLOSURE, AND PROPRIETARY INFORMATION

(a)

Confidential Information

Executive

acknowledges that during the course of Executive’s employment with the Company, Executive will have access to and become acquainted

with various trade secrets, confidential information, and proprietary information of the Company and its subsidiaries and affiliates

(collectively, the “Company Group”), including but not limited to: (i) financial information, including revenues,

costs, profits, pricing, margins, financial statements, budgets, projections, and forecasts; (ii) business plans, strategies, methods,

customer lists, supplier lists, and marketing plans; (iii) technical information, including research, development, inventions, processes,

formulas, technology, designs, drawings, engineering, hardware configuration information, software, source code, object code, documentation,

and databases; (iv) personnel information, including personnel lists, compensation data, and performance evaluations; (v) commercial

information, including contracts, agreements, licenses, and business relationships; and (vi) any other information that derives economic

value from not being generally known to other persons who can obtain economic value from its disclosure or use (collectively, “Confidential

Information”). Executive understands and acknowledges that such Confidential Information constitutes valuable, special, and unique

property of the Company Group and that disclosure of such Confidential Information would cause irreparable harm to the Company Group.

(b)

Non-Disclosure Obligations

Executive

covenants and agrees that Executive shall not, at any time during Executive’s employment with the Company or thereafter, directly

or indirectly, without the prior written consent of the Company: (i) disclose, divulge, reveal, communicate, share, transfer, or provide

access to any Confidential Information to any third party; (ii) use any Confidential Information for Executive’s own benefit or

for the benefit of any third party; or (iii) use any Confidential Information for any purpose other than the performance of Executive’s

duties and responsibilities hereunder. The obligations set forth in this Section 3(b) shall not apply to information that: (A) is or

becomes generally known to the public through no breach of this Agreement by Executive; (B) is rightfully received by Executive from

a third party without breach of any confidentiality obligation; (C) is required to be disclosed pursuant to applicable law, regulation,

or court order, provided that Executive gives the Company prompt written notice of such requirement prior to disclosure and cooperates

with the Company in any effort to seek a protective order or other appropriate remedy; or (D) is independently developed by Executive

without use of or reference to any Confidential Information.

(c)

Return of Company Property

Executive

acknowledges that all documents, records, data, apparatus, equipment, and other physical property, whether or not pertaining to Confidential

Information, that are furnished to Executive by the Company or are produced by Executive in connection with Executive’s employment

shall be and remain the sole property of the Company. Upon termination of Executive’s employment for any reason, or upon the Company’s

request at any time during Executive’s employment, Executive shall immediately return to the Company all such Company property

in Executive’s possession or control, including without limitation all originals and copies thereof and all electronic devices

containing such property, and Executive shall not retain any copies, reproductions, or summaries thereof.

(d)

Intellectual Property Assignment

Executive

agrees that all inventions, discoveries, developments, improvements, innovations, processes, methods, designs, analyses, reports, and

all similar or related information (whether or not patentable or registrable under copyright or similar laws) that relate to the Company’s

actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed,

contributed to, or reduced to practice by Executive (either alone or jointly with others) while employed by the Company (collectively,

“Work Product”) shall belong exclusively to the Company. Executive hereby assigns and transfers to the Company all

right, title, and interest worldwide in and to any Work Product and agrees to take such actions as may be reasonably requested by the

Company, both during and after Executive’s employment, to establish and confirm such ownership (including, without limitation,

executing assignments, oaths, declarations, and other documents and providing testimony). Executive is hereby notified that this Section

3(d) does not apply to any invention that qualifies fully for protection under Section 2870 of the California Labor Code or Section 66-57.1

of the North Carolina General Statutes. Section 2870 of the California Labor Code provides that an employee’s obligation to assign

inventions to an employer shall not apply to an invention that the employee developed entirely on the employee’s own time without

using the employer’s equipment, supplies, facilities, or trade secret information, except for those inventions that either (1)

relate, at the time of conception or reduction to practice, to the employer’s business or actual or demonstrably anticipated research

or development of the employer, or (2) result from any work performed by the employee for the employer.

(e)

Protected Rights

Nothing

in this Agreement (including Sections 3 and 6 hereof) prohibits or restricts Executive from (i) reporting possible violations of law

or regulation to, filing a charge or complaint with, communicating with, or participating in any investigation or proceeding conducted

by the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the California Civil Rights Department, or any

other federal, state, or local governmental agency or self-regulatory organization, or receiving an award for information provided to

any governmental agency, in each case without notice to or approval from the Company; (ii) discussing or disclosing information about

unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful;

or (iii) testifying truthfully in any legal proceeding. Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held

criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence

to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting

or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such

filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law

may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding if the

individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court

order.

TERMINATION OF EMPLOYMENT

(a)

Death

Executive’s

employment hereunder shall terminate automatically and immediately upon Executive’s death. In the event of such termination, Executive’s

estate or beneficiaries shall be entitled to receive: (i) any accrued but unpaid Base Salary through the date of death; (ii) any accrued

but unused vacation time through the date of death; (iii) any unreimbursed business expenses properly incurred prior to the date of death;

and (iv) any other benefits or compensation required to be paid under applicable law or the terms of any applicable benefit plan or program.

(b)

Disability

Executive becomes unable to perform Executive’s essential duties hereunder, with or without reasonable accommodation, due to physical

or mental illness, injury, or incapacity for a period of ninety (90) consecutive days or for periods aggregating one hundred twenty (120)

days in any twelve (12) month period, then the Company may terminate Executive’s employment upon thirty (30) days’ prior

written notice to Executive (the “Disability Notice”); provided, however, that during such thirty (30) day period,

Executive may return to the full-time performance of Executive’s duties, in which case the Disability Notice shall be deemed rescinded.

For purposes of this Agreement, Executive’s inability to perform Executive’s essential duties shall be determined by a physician

selected by the Company and reasonably acceptable to Executive (or Executive’s guardian or other representative). Any termination

of Executive’s employment under this Section 4(b) is referred to herein as a termination due to “Disability.”

In the event of termination due to Disability, Executive shall be entitled to receive only the payments and benefits provided in Section

5(a) below.

(c)

Termination by the Company for Cause

The

Company may terminate Executive’s employment at any time for “Cause” by providing written notice to Executive specifying

the conduct constituting Cause. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s conviction of,

or plea of guilty or nolo contendere to, any felony or any misdemeanor involving moral turpitude, dishonesty, or fraud; (ii) Executive’s

commission of any act of fraud, embezzlement, theft, or other material dishonesty against the Company or any of its subsidiaries or affiliates;

(iii) Executive’s material breach of any fiduciary duty owed to the Company; (iv) Executive’s willful and continued failure

to perform Executive’s material duties hereunder after receiving written notice from the Board specifying such failure and a reasonable

opportunity to cure (not to exceed thirty (30) days) such failure; (v) Executive’s material violation of any material Company policy,

including but not limited to policies relating to sexual harassment, workplace conduct, or conflicts of interest, that, if curable, remains

uncured for a period of thirty (30) days after written notice thereof from the Company; (vi) Executive’s breach of any material

provision of this Agreement, including but not limited to the provisions relating to confidentiality, non-disclosure, or non-solicitation,

that remains uncured for a period of thirty (30) days after written notice thereof from the Company; or (vii) Executive’s willful

misconduct that causes material harm to the Company.

(d)

Termination by Executive for Good Reason

Executive

may terminate Executive’s employment for “Good Reason” at any time during the Employment Period by providing thirty

(30) days’ prior written notice to the Company; provided, however, that Executive may not terminate employment for Good Reason

unless: (i) Executive has provided the Company with written notice describing the condition giving rise to Good Reason within ninety

(90) days of the initial existence of such condition; (ii) the Company has failed to remedy such condition within thirty (30) days after

receiving such written notice (the “Cure Period”); and (iii) Executive terminates employment within thirty (30) days after

the end of the Cure Period. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following

without Executive’s written consent: (A) a material diminution in Executive’s base compensation; (B) a material diminution

in Executive’s authority, duties, or responsibilities; (C) a requirement that Executive relocate Executive’s principal residence,

or regularly perform Executive’s duties in person at a location more than fifty (50) miles from Executive’s residence in

North Carolina (other than business travel contemplated by Section 1(d)); (D) a material breach by the Company of any provision of this

Agreement; or (E) following a Change in Control (as defined below), any action by the Company or its successor that would constitute

grounds for termination for Good Reason under the foregoing clauses (A) through (D).

(e)

Termination by the Company without Cause or by Executive without Good Reason

The

Company may terminate Executive’s employment at any time without Cause by providing thirty (30) days’ prior written notice

to Executive (or pay in lieu thereof). Executive may terminate Executive’s employment at any time without Good Reason by providing

thirty (30) days’ prior written notice to the Company; provided, however, that the Company may, in its sole discretion, elect to

waive all or any portion of such notice period and such waiver shall not constitute termination by the Company.

(f)

Change in Control

For

purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events: (i) any Person

(as defined below) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing thirty-five

percent (35%) or more of the combined voting power of the Company’s then outstanding securities; (ii) the consummation of a merger,

consolidation, reorganization, or other business combination involving the Company, unless immediately following such transaction the

shareholders of the Company immediately prior to such transaction continue to own more than fifty percent (50%) of the combined voting

power of the surviving entity; (iii) the consummation of a sale, lease, transfer, or other disposition of all or substantially all of

the assets of the Company; or (iv) the approval by the Company’s shareholders of a complete liquidation or dissolution of the Company.

For purposes of this definition, “Person” shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange

Act of 1934, as amended.

COMPENSATION UPON TERMINATION

(a)

Termination for Cause, without Good Reason, or upon Death or Disability

Executive’s employment is terminated by the Company for Cause, by Executive without Good Reason, or due to Executive’s death

or Disability, then Executive (or Executive’s estate or beneficiaries, as applicable) shall be entitled to receive only: (i) any

accrued but unpaid Base Salary through the date of termination; (ii) any accrued but unused vacation time through the date of termination;

and (iii) any unreimbursed business expenses properly incurred prior to the date of termination. Following such termination, Executive

shall have no further right to receive any other compensation or benefits from the Company, except as may be required under applicable

law or the terms of any applicable benefit plan.

(b)

Termination without Cause or for Good Reason

Executive’s employment is terminated during the Employment Period by the Company without Cause, or by Executive for Good Reason,

then, subject to Executive’s execution and non-revocation of a general release of claims in favor of the Company in form and substance

satisfactory to the Company, which release becomes effective and irrevocable within sixty (60) days following the date of termination

and which shall not impose on Executive any restrictive covenants or other post-employment obligations beyond those set forth in this

Agreement, Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary through the date of termination; (ii) any accrued

but unused vacation time through the date of termination; (iii) any unreimbursed business expenses properly incurred prior to the date

of termination; (iv) continued payment of Executive’s Base Salary in effect immediately prior to the date of termination (or, if

higher, in effect immediately prior to the occurrence of the event giving rise to Good Reason) for the Severance Period, payable in substantially

equal installments over the Severance Period in accordance with the Company’s regular payroll practices; (v) if Executive timely

elects to continue group health insurance coverage under COBRA or similar state law, payment by the Company of the premium for such coverage

for Executive and Executive’s dependents for the Severance Period (or until Executive becomes eligible for substantially equivalent

coverage through a subsequent employer, if earlier); (vi) any Annual Bonus for a fiscal year completed before the date of termination

that has not been paid as of the date of termination, in the amount determined by the Compensation Committee in accordance with Section

2(b), payable at the time such Annual Bonus would otherwise have been paid (and in any event no later than June 15 following the end

of such fiscal year); and (vii) an Annual Bonus for the fiscal year in which the date of termination occurs, determined by the Compensation

Committee in accordance with Section 2(b) based on actual performance against the applicable KPIs for such fiscal year and calculated

on the Base Salary actually paid to Executive for such fiscal year through the date of termination, payable at the time annual bonuses

for such fiscal year are paid to the Company’s other senior executives, and in any event no later than June 15 following the end

of such fiscal year. For purposes of this Agreement, the “Severance Period” means (A) three (3) months, if the date

of termination occurs on or before the first anniversary of the Effective Date, and (B) six (6) months, if the date of termination occurs

after the first anniversary of the Effective Date. Except as provided in Section 2(c)(iii) in connection with a Change in Control, Executive

shall not be entitled to any accelerated or continued vesting of any outstanding equity awards in connection with any termination of

employment, and all equity awards shall be governed by the terms of the Plan, the applicable award agreements, and Section 2(c)(iii)

hereof.

(c)

Mitigation; Offset

Executive

shall not be required to seek other employment or take any other action to mitigate the amount of any payment provided for in this Section

5, and such payments shall not be offset or reduced by any compensation earned by Executive from other sources.

(d)

Timing of Payments

Any

payments to be made under this Section 5 shall be made within sixty (60) days following the date of termination, except for continuing

salary payments which shall be made in accordance with the Company’s regular payroll practices. If the sixty (60)-day period following

the date of termination begins in one calendar year and ends in the following calendar year, any payment conditioned on the release described

in Section 5(b) that constitutes “deferred compensation” within the meaning of Section 409A of the Code shall be paid (or

commence) in the second calendar year. Notwithstanding the foregoing, if Executive is a “specified employee” within the meaning

of Section 409A of the Code, then any payments that constitute “deferred compensation” within the meaning of Section 409A

shall be delayed for a period of six (6) months following Executive’s “separation from service” (as defined under Section

409A) and shall then be paid in a lump sum, together with interest at the applicable federal rate.

NON-SOLICITATION AND NON-INTERFERENCE

(a)

Non-Solicitation of Employees

During

Executive’s employment with the Company, Executive shall not, directly or indirectly, individually or on behalf of any other person

or entity: (i) solicit, encourage, or induce any employee of the Company Group to leave the employment of the Company Group; (ii) attempt

to hire any employee of the Company Group; or (iii) participate in any effort or scheme to solicit, encourage, induce, or hire any employee

of the Company Group. Following the termination of Executive’s employment for any reason, Executive shall not use or disclose any

Confidential Information, including trade secrets, to solicit, encourage, or induce any employee of the Company Group to leave the employment

of the Company Group.

(b)

Non-Interference with Business Relationships

During

Executive’s employment with the Company, Executive shall not, directly or indirectly, individually or on behalf of any other person

or entity: (i) solicit, encourage, or induce any customer, client, vendor, supplier, or other business partner of the Company Group to

cease doing business with the Company Group or to reduce the amount of business conducted with the Company Group; or (ii) interfere with

any business relationship between the Company Group and any customer, client, vendor, supplier, or other business partner. Following

the termination of Executive’s employment for any reason, Executive shall not use or disclose any Confidential Information, including

trade secrets, to engage in any of the conduct described in the foregoing clauses (i) and (ii). At no time during or after Executive’s

employment shall Executive make any statements or communications that disparage or are detrimental to the reputation or business interests

of the Company Group; and the Company shall instruct the members of the Board and the Company’s executive officers, during their

respective service as such, not to make any statements or communications that disparage Executive. Nothing in this Section 6(b) shall

limit Executive’s rights under Section 3(e) hereof or prevent any person from making truthful statements required by law, regulation,

stock exchange rule, or legal process, or in any proceeding to enforce this Agreement.

(c)

Enforcement and Remedies

Executive

acknowledges that the restrictions contained in this Section 6 are reasonable and necessary to protect the legitimate business interests

of the Company and that any violation of these restrictions would cause irreparable harm to the Company that could not be adequately

compensated by monetary damages. Accordingly, Executive agrees that the Company shall be entitled to seek injunctive relief to enforce

the provisions of this Section 6 without the necessity of proving actual damages and without posting a bond. The existence of any claim

or cause of action by Executive against the Company shall not constitute a defense to the enforcement of these restrictions.

INDEMNIFICATION

(a)

General Indemnification

The

Company shall indemnify and hold harmless Executive from and against any and all losses, claims, damages, costs, expenses (including

reasonable attorneys’ fees), liabilities, judgments, fines, penalties, and amounts paid in settlement (collectively, “Losses”)

incurred by Executive in connection with any threatened, pending, or completed action, suit, proceeding, or investigation, whether civil,

criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that Executive is or was a director,

officer, employee, or agent of the Company or any of its subsidiaries or affiliates, or is or was serving at the request of the Company

as a director, officer, employee, or agent of another entity, whether or not the basis of such Proceeding is alleged action or inaction

in an official capacity, to the fullest extent permitted by applicable law; provided, however, that the Company shall not be obligated

to indemnify Executive for Losses arising out of Executive’s fraud, willful misconduct, or criminal conduct.

(b)

Advancement of Expenses

The

Company shall advance to Executive all reasonable costs and expenses (including attorneys’ fees) incurred by Executive in connection

with any Proceeding prior to the final disposition of such Proceeding promptly upon receipt by the Company of: (i) a written request

for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment

is being sought; and (iii) an undertaking by Executive to repay the amounts so advanced if it shall ultimately be determined that Executive

is not entitled to be indemnified by the Company.

(c)

Survival

The

rights to indemnification and advancement of expenses provided herein shall survive the termination of this Agreement and Executive’s

employment with the Company and shall inure to the benefit of Executive’s heirs, executors, and administrators.

DISPUTE RESOLUTION

(a)

Governing Law

This

Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law

principles; provided, however, that matters relating to the internal affairs of the Company, including the authorization and issuance

of its securities, shall be governed by the laws of the Cayman Islands.

(b)

Arbitration

Except

as provided in Section 8(c) below, any dispute, controversy, or claim arising out of or relating to this Agreement or Executive’s

employment with the Company, including but not limited to claims for breach of contract, wrongful termination, discrimination, harassment,

or violation of any federal, state, or local law, shall be resolved exclusively through final and binding arbitration administered by

the American Arbitration Association (“AAA”) in accordance with its Employment Arbitration Rules and Mediation Procedures

then in effect. The arbitration shall be conducted before a single neutral arbitrator in Guilford County, North Carolina, and, upon the

request of either party, any hearing may be conducted by videoconference. The arbitrator shall permit adequate discovery, shall apply

the substantive law applicable to the claims asserted, and shall issue a written, reasoned decision. The arbitrator shall have the authority

to award any remedy that would be available in a court of competent jurisdiction, including but not limited to damages, injunctive relief,

and attorneys’ fees and costs. The Company shall pay all fees and costs unique to arbitration, including the arbitrator’s

fees and AAA administrative fees, except for any filing fee that Executive would have been required to pay had the claim been filed in

court. The arbitrator’s award shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

This Section 8(b) shall not apply to any claim that, as a matter of controlling law, may not be subject to a mandatory pre-dispute arbitration

agreement, including any claim covered by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 unless Executive

elects to arbitrate such claim.

(c)

Injunctive Relief

Notwithstanding

the foregoing, either party may seek temporary or permanent injunctive relief in any court of competent jurisdiction to enforce the provisions

of Sections 3, 6, or any other provision of this Agreement that relates to confidentiality, non-disclosure, non-solicitation, or protection

of the Company’s proprietary information, and such action shall not be subject to arbitration.

GENERAL PROVISIONS

(a)

Entire Agreement

This

Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and

contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to such

subject matter, including but not limited to Executive’s compensation proposal dated September 21, 2026 and any related term sheets,

summaries, or correspondence.

(b)

Amendment and Waiver

This

Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision of this Agreement

shall be deemed or shall constitute a waiver of any other provision, and no waiver shall constitute a continuing waiver unless otherwise

expressly provided.

(c)

Assignment

This

Agreement is personal to Executive and may not be assigned or transferred by Executive. The Company may assign this Agreement to any

successor or affiliate without Executive’s consent, provided that such successor or affiliate assumes all obligations of the Company

hereunder.

(d)

Severability

any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining

provisions shall not be affected or impaired, and such provision shall be deemed modified to the minimum extent necessary to make such

provision valid, legal, and enforceable.

(e)

Notices

All

notices required or permitted hereunder shall be in writing and shall be deemed given when personally delivered, when transmitted by

confirmed facsimile or email, or three (3) business days after being sent by certified mail, return receipt requested, to the parties

at the following addresses (or such other addresses as may be designated by written notice):

the Company: OFA Group, 3720 Skypark Drive, Torrance, California 90505, Attention: Chief Executive Officer, Email: info@ofacorp.com

Executive: Eugene M. Johnston, 3820 Blairwood St, High Point, North Carolina 27265, Email: gjohnston@live.com

(f)

Counterparts

This

Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and

the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

(g)

Section 409A Compliance

This

Agreement is intended to comply with Section 409A of the Code, and shall be interpreted accordingly. If any provision of this Agreement

would cause Executive to incur any additional tax or interest under Section 409A, the Company and Executive shall cooperate to reform

such provision to comply with Section 409A while preserving the economic benefits intended to be provided.

[Signature

Page Follows]

WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

OFA GROUP:

By:

/s/

Li Hsien Wong

Name:

Hsien Wong

Title:

Chief

Executive Officer

Date:

9/30/2026

EXECUTIVE:

By:

/s/

Eugene M. Johnston

Name:

Eugene

M. Johnston

Date:

9/30/2026

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.3

Cover

Sep. 30, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 30, 2026

Entity File Number

001-42592

Entity Registrant Name

OFA

GROUP

Entity Central Index Key

0002036307

Entity Tax Identification Number

00-0000000

Entity Incorporation, State or Country Code

Entity Address, Address Line One

609

Deep Valley Drive

Entity Address, Address Line Two

Suite 200

Entity Address, City or Town

Rolling

Hills

Entity Address, State or Province

Entity Address, Postal Zip Code

90274

City Area Code

(800)

Local Phone Number

418-5160

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class A ordinary shares,

par value $0.01 per share

Trading Symbol

OFAL

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration