OFA Group amends waiver with Atsion; default on $1M fee may convert to up to 3M shares

OFA Group

On June 4, 2026, OFA Group entered Amendment No. 1 with Atsion Opportunity Fund LLC.
If OFA defaults on the $1M commitment fee, unpaid balance converts to Class A shares at VWAP prior to share transfer date.
Maximum of 3,000,000 Default Shares may be issued upon conversion.
Issuance is exempt from registration under Section 4(a)(2) of the Securities Act.
Amendment modifies previous conditional waivers related to PIPE closings from October 2025 and March 2026.

item 3.02

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.4

OFA Group issued 3,000,000 shares of common stock to Atsion.

Security: common stock
Shares: 3,000,000 shares
Purchaser: Atsion

Exact text from the filing

the remaining unpaid balance of the commitment fee shall be converted into Class A ordinary shares (“Default Shares”) at a conversion price equal to volume-weighted average price of Company’s Class A ordinary shares on the day immediately prior to the Share Transfer Date (as defined in the Amendment), provided, however, that the number of Default Shares will not exceed 3,000,000 shares

View on SEC.gov

114 equity issuances filed in the last 30 days. Browse all equity issuances →

OFA Group filing history →

Source: SEC EDGAR

accession 0001493152-26-027555

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.