OFA Group

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 7, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of OFA Group (the “Company”) appointed Yan Xu as an independent director of the Company, effective immediately, for an initial term of one (1) year, subject to renewal upon the mutual agreement of the parties. The Board has determined that Mr. Xu qualifies as an independent director and appointed him to serve as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Yan Xu, age 39, is an accomplished investment professional with more than 15 years of experience spanning traditional finance, digital assets, investment management, and legal and financial analysis. Since 2017, Mr. Xu has been serving as founder of Vega Ventures, a cryptocurrency-focused investment firm specializing in blockchain and digital asset investments. From 2012 to 2017 Mr. Xu worked as an independent investment specialist focused on the traditional internet sector, where he conducted comprehensive investment research, evaluated business models, assessed market competitiveness, and provided data-driven investment recommendations across a broad range of technology companies. Mr. Xu has a Bachelor of Science degree in in law and financial management from Tianjin University of Science and Technology. There are no arrangements or understanding between the Company and Mr. Xu pursuant to which Mr. Xu was appointed and there is no family relationship between or among any director or executive officer of the Company or Mr. Xu. There are no transactions, to which the Company is or was a participant and in which Mr. Xu has a material interest subject to disclosure under Item 404(a) of Regulation S-K.