UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

OFA Group

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Shareholder:

You are cordially invited to attend the 2026 Annual Meeting of Shareholders of OFA Group. The meeting will be held on October 5, 2026, at 2 P.M. Pacific Time (5 P.M. Eastern Time) at 609 Deep Valley Drive, Suite 200, Rolling Hills, California 90274, virtually via live audio webcast on the Internet at http://www.virtualshareholdermeeting.com/OFAL2026. On or about September 25, 2026, a full set of proxy materials will be mailed to each shareholder.

Your vote is important. Whether or not you plan to attend the meeting live, we hope you will vote as soon as possible. Please vote by returning your signed proxy card in the envelope provided. If you do attend the meeting and desire to vote during the meeting, you may do so by following the procedures described in the proxy statement even if you have previously voted.

Sincerely,

OFA GROUP

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274

(800) 418-5160

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MONDAY, OCTOBER 5, 2026

To the Shareholders of OFA Group:

Notice is hereby given that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of OFA Group (the “Company”) will be held on October 5, 2026, at 2 P.M. Pacific Time (5 P.M. Eastern Time) at 609 Deep Valley Drive, Suite 200, Rolling Hills, California 90274, in a virtual meeting format only. You may attend, vote and submit questions during or in advance of the Annual Meeting via the Internet at http://www.virtualshareholdermeeting.com/OFAL2026. The principal business of the Annual Meeting is for shareholders to consider and, if thought fit, pass the following resolutions:

The Board of the Company has fixed the close of business on September 17, 2026 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. The share transfer books of the Company will not be closed.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting to Be Held on October 5, 2026

at 2 P.M. Pacific Time (5 P.M. Eastern Time)

virtually via the Internet at http://www.virtualshareholdermeeting.com/OFAL2026.

The Proxy Statement is available at www.proxyvote.com

Proxy materials, including the Notice, this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, will be first sent to shareholders on or about September 25, 2026.

THE PROMPT SUBMISSION OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. YOU MAY VOTE BY MAIL, ONLINE OR BY PHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THE PROXY CARD OR OTHER INSTRUCTIONS FROM THE HOLDER OF RECORD.

TABLE OF CONTENTS

OFA GROUP

Proxy Statement

2026 Annual Meeting of Shareholders

October 5, 2026

2 P.M. Pacific Time

GENERAL INFORMATION

Proxies are being solicited by the Board of Directors (the “Board”) of OFA Group, a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”), for use in connection with the Annual Meeting of shareholders (the “Annual Meeting”) to be held on October 5, 2026 and at any adjournment thereof. Only shareholders of record at the close of business on September 17, 2026 will be entitled to vote at the Annual Meeting.

The address of our principal executive office is 609 Deep Valley Drive, Suite 200, Rolling Hills, CA 90274 and our telephone number is (800) 418-5160. The mailing of this proxy statement and a proxy card to shareholders will commence on or about September 25, 2026.

Ordinary Shares Outstanding on Record Date

At the close of business on September 17, 2026 (the “Record Date”), which is the date selected by the Board for determining shareholders entitled to notice of and to vote at the Annual Meeting, there were 6,453,481 Class A ordinary shares of a par value of $0.01 per share (“Class A ordinary shares”) issued and outstanding and entitled to vote, and 20,000,000 Class B ordinary shares of a par value of $0.001 per share (“Class B ordinary shares” and sometimes referred to collectively with the Class A ordinary shares as “ordinary shares”) issued and outstanding and entitled to vote. In respect of matters requiring a vote of all shareholders, each holder of Class A ordinary shares is entitled to one vote per share; and each holder of Class B ordinary shares is entitled to 25 votes per Class B ordinary share. As of the Record Date, our three main shareholders, including our Chief Executive Officer and our Chief Technology Officer, collectively beneficially own approximately 11.95% of our issued and outstanding Class A ordinary shares and 100% of our Class B ordinary shares and are able to exercise approximately 98.88% of the total voting power of our issued and outstanding ordinary shares.

On what matters am I voting?

There are ten matters scheduled for a vote at the Annual Meeting:

The Board recommends that shareholders vote “For” each of the Director Nominees, the Auditor Ratification Proposal, the Third M&AA Ratification Proposal, the Undesignated Share Consolidation Proposal, the Authorized Share Capital Proposal, the Fourth M&AA Proposal, the Share Consolidation Proposal, the A&R M&AA Proposal, the ELOC Proposal, and the Adjournment Proposal.

How many votes are needed to approve each proposal?

What is the quorum requirement?

A quorum of shareholders is necessary to hold a valid Annual Meeting. A quorum is present if shareholders holding at least one-third of the issued and outstanding ordinary shares carrying the right to vote at the Annual Meeting are present at the Annual Meeting in person or represented by proxy. As of the Record Date, there were 6,453,481 Class A ordinary shares and 20,000,000 Class B ordinary shares issued and outstanding and entitled to vote. Thus, the holders of 8,817,828 ordinary shares must be present in person or represented by proxy at the Annual Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) by mail, by phone or online or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Annual Meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the Board.

What are broker non-votes and are abstentions and broker non-votes counted as votes cast?

Abstentions: Under the laws of the Cayman Islands, abstentions are counted as shares present and entitled to vote at the Annual Meeting but are not counted as votes cast. Unless put to the Annual Meeting as a special resolution, matters shall be decided by a simple majority of votes cast by such members (or shareholders) who, being entitled to do so, vote in person or by proxy at such meeting. Voting at any shareholders’ meeting is by way of a poll.

Broker Non-Votes: A “broker non-vote” occurs when a broker, bank, or other nominee holding your shares in street name does not vote on a particular matter because you did not provide the broker, bank, or other nominee voting instructions and the broker, bank, or other nominee lacks discretionary voting authority to vote the shares because the matter is considered “non-routine” for brokers. The “non-routine” matters on the agenda for the Annual Meeting include Proposal 1: Director Election Proposal, Proposal 3: Third M&AA Ratification Proposal, Proposal 4: Undesignated Share Consolidation Proposal, Proposal 5: Authorized Share Capital Proposal, Proposal 6: Fourth M&AA Proposal; Proposal 7: Share Consolidation Proposal, Proposal 8: A&R M&AA Proposal, and Proposal 9: ELOC Proposal.

If you as the beneficial owner do not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered to be “routine,” but cannot vote the shares with respect to “non-routine” matters. The Auditor Ratification Proposal is generally considered to be “routine” and brokers, banks or other nominees generally have discretionary voting power with respect to such proposals, however, not all brokers and nominees may choose to exercise that discretion. Therefore, it is critical that you indicate your vote on these proposals if you want your vote to be counted. Broker non-votes will be counted for the purpose of determining whether a quorum is present at the Annual Meeting.

The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions and, if not, the impact of such broker non-vote on the approval of the proposal.

(1) Auditor Ratification Proposal is considered to be a “routine” matter. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority to vote your shares on this proposal.

Who is paying for this proxy solicitation?

We will pay the cost of soliciting proxies. In addition to solicitation by the use of the mails, certain of our directors, officers and employees may solicit proxies by telephone, email or personal contact, and we have requested brokerage firms and custodians, nominees and other record holders to forward soliciting materials to the beneficial owners of our shares and will reimburse them for their reasonable out-of-pocket expenses in so forwarding such materials.

What do I need to do to attend the Annual Meeting online?

We will be hosting our Annual Meeting via live audio webcast only. If you are a shareholder as of the Record Date and wish to virtually attend the Annual Meeting, you will need the 12-digit control number, which is located on the Notice or on your proxy card (if you receive a printed copy of the proxy materials). Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. The webcast will start at 2 P.M. Pacific Time (5 P.M. Easter Time), Eastern on October 5, 2026. Shareholders may vote and ask questions while attending the Annual Meeting online.

Use of cameras and recording devices is prohibited while virtually attending the live audio webcast.

I share an address with another shareholder and we received only one printed copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

The Company has adopted a procedure called “householding,” which the Securities and Exchange Commission (the “SEC”) has approved. Under this procedure, if requested to deliver proxy materials, we deliver a single copy of the Notice, the Proxy Statement and the Annual Report to multiple shareholders who share the same address unless we have received contrary instructions from one or more of the shareholders. This procedure reduces our printing and mailing costs, and the environmental impact of our annual meetings. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice, the Proxy Statement and the Annual Report to any shareholder at a shared address to which we delivered a single copy of any of these documents.

To receive a separate copy of the Notice, the Proxy Statement and the Annual Report, you may contact us at the following address and phone number:

OFA Group

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274

Attention: Chief Executive Officer

Telephone: (800) 418-5160

Shareholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

How can I get help if I have trouble checking in or listening to the Annual Meeting online?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

How to Vote?

We encourage you to vote promptly. Your methods of voting may differ depending on whether you are a “street name” or a “shareholder of record.”

If your shares are held in the name of a stockbroker, bank, trust or other nominee as a custodian, and this proxy statement was forwarded to you by that organization, then you are a “street name” holder and you must instruct your nominee as to your voting preferences. Please contact your nominee/custodian to do so. Because a beneficial owner is not the shareholder of record, you may not vote your shares live at the Annual Meeting unless you obtain a legal proxy from the broker, bank, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

If you hold your shares directly, then you are a “shareholder of record” and you may vote your shares in advance of the Annual Meeting using the mail method described on your proxy card or other voting instructions from the holder of record, including:

By Mail

If you are a holder of record and received a paper copy of the proxy card by mail, you can vote by marking, dating, and signing your proxy card and returning it by mail in the envelope provided. If you hold your shares in street name, you can vote by completing and mailing the voting instruction form.

During the Annual Meeting

All shareholders of record as of the record date may vote on the Internet during the Annual Meeting. Instructions on how to attend and vote at the Annual Meeting are described at www.proxyvote.com.

How can I revoke my proxy?

You can revoke your proxy at any time before your shares are voted if you (1) submit a written revocation to our corporate secretary at our executive offices before the Annual Meeting, or at the Annual Meeting, (2) submit a timely later-dated proxy (or voting instruction form if you hold shares in street name) or (3) vote at the Annual Meeting.

What is included in these materials?

These materials include the notice, this Proxy Statement, a proxy card, and our Annual Report on Form 10-K for the year ended March 31, 2026 (the “Annual Report).

Is my vote confidential?

Yes, your vote is confidential. The only persons who have access to your vote are the inspector of elections, individuals who help with processing and counting your votes, and persons who need access for legal reasons. Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to our Company’s management and the Board.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that the Company expects to file within four business days after the Annual Meeting. If final voting results are not available to the Company in time to file a Form 8-K within four business days after the Annual Meeting, it intends to file a Form 8-K to publish preliminary results and, within four business days after the final results are known, file an additional Form 8-K to publish the final results.

Do I have appraisal rights?

Our shareholders do not have appraisal rights under Cayman Island laws or under our governing documents with respect to the matters to be voted upon at the Annual Meeting.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted “For” the Director Election Proposal, the Auditor Ratification Proposal, Third M&AA Ratification Proposal, Undesignated Share Consolidation Proposal, Authorized Share Capital Proposal, Fourth M&AA Proposal, Share Consolidation Proposal, A&R M&AA Proposal, and ELOC Proposal. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

What if another matter is properly brought before the Annual Meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count votes and any broker non-votes and abstentions for each of the proposals. For each proposal, except the Auditor Ratification Proposal, broker non-votes will have no effect and will not be counted toward the vote total.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting to be held on October 5, 2026

MANAGEMENT

The following table sets forth information regarding our executive officers and directors as of the date of this Proxy Statement. Unless otherwise stated, the business address for our directors and executive officers is that of our principal executive offices at Unit B, 16/F, Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong.

Li Hsien “Larry” Wong is a co-founder of the Company and has served as the Chief Executive Officer of our operating subsidiary since 2013. With over 20 years in the industry, Mr. Wong has successfully completed hundreds of diverse architectural designs. His projects range from residential to commercial and public spaces, with a specialization in creating innovative, sustainable solutions that address contemporary challenges while setting new standards for architectural practice. From 2012 to 2013, Mr. Wong served as Design Director at Mold Architecture Limited. From 2010 to 2012, he served as Design Director at GHLW Architects Limited. From 2008 to 2010, he served as Associate at Index Architecture Limited. Beyond his professional achievements, Mr. Wong is also a mentor and advocate for the next generation of architects. He actively participates in industry events, sharing his knowledge and inspiring others to pursue innovation in their work. Mr. Wong received his bachelor’s degree in architecture from University of Southern California in 2003. We believe he is well qualified to serve on our board due to his extensive architect design background.

Wai Wong “Keith” Chong is a co-founder of the Company and has served as the Chief Technology Officer of our operating subsidiary since 2013. With over two decades of experience, Mr. Chong is a seasoned project architect and director, known for his exceptional skill in transforming blueprints into tangible realities. He has steered hundreds of projects from the drawing board to their completion, showcasing his proficiency in managing complex architectural endeavors. From 2006 to 2008, Mr. Chong served as Architectural Administrator at Wong Tung & Partners Ltd. From 2008 to 2013, he served as Project Manager at Sun Hung Kai Properties. Mr. Chong holds a bachelor’s degree in architecture from University of Southern California in 2003. We believe he is well qualified to serve on our board due to his extensive architect design background.

Thomas Gaffney has served as Chief Operating Officer of the Company since March 2024. Mr. Gaffney is a corporate and securities attorney with over nine years of experience representing and advising technology startups throughout their growth journey, from seed stage through IPO or strategic acquisition, with expertise encompassing venture capital financing, equity structuring, capital markets, digital assets, and real-world asset tokenization. At the Company, he oversees corporate and securities matters, the Company’s Hearth RWA tokenization platform, and operational oversight of the Company’s AI-powered architectural design tools. Mr. Gaffney owns minority membership interests in Greentree Global Advisors LLC and served as its Managing Member from March 2024 to September 2024. He has been serving as the founder and principal of Conduit Advisors, an advisory firm providing corporate, securities, and digital asset counsel, since December 2024. Since November 2025, Mr. Gaffney serves as a director and chair of the Compensation Committee of 1776 Acquisition Corp, a special purpose acquisition company. Mr. Gaffney holds a bachelor’s degree in political science from the Pennsylvania State University and a Juris Doctor from the Wake Forest University School of Law. He is a member of the State Bar of California.

Ernest Yeung has served as our Chief Financial Officer since July 2025. Mr. Yeung is the founder of Pasadena Advisory Company Limited, a consulting firm specializing in IPO preparation and M&A advisory, since April 2024. Mr. Yeung has also been serving as the Portfolio CFO of CFO Centre Group, a consulting firm that provides part-time CFO service, since January 2022. From July 2019 to January 2022, Mr. Yeung served as Country Head, Hong Kong of Boardroom Corporate Services (Hong Kong) Ltd., a corporate secretarial, accounting, payroll and consulting firm. From September 2016 to November 2018, Mr. Yeung served as Regional CFO, Asia of Flight Centre Travel Group Asia, a travel management company. Mr. Yeung is a member of the American Institute of Certified Public Accountants (AICPA) and a finance professional with over 20 years of experience in financial reporting, audit oversight, budgeting, M&A due diligence, internal controls implementation, and regulatory compliance. Mr. Yeung holds a Bachelor of Science in accounting from University of Southern California.

John Chiang has served as our director since May 2025. Mr. Chiang has served on the boards of directors of Astrana Health, Inc. (Nasdaq: ASTH) (formerly Apollo Medical Holdings, Inc.) since January 2019, Pasadena Private Lending, LLC since December 2023 (after serving on its advisory board since February 2019), ChimeTV since June 2023, GrubMarket since February 2024, Century Housing since February 2024, and Foxx Development Holdings Inc. since November 2024. He also serves on the advisory boards of Adept Urban since January 2021 and AlphaX RE Capital since February 2024. Mr. Chiang previously served as a director of Boom Interactive (May 2023 to March 2025), Chijet Motor Company, Inc. (June 2023 to May 2024), Deep Medicine Acquisition Corp. (now TruGolf Holdings, Inc.) (October 2022 to January 2024), and Zeuss Technologies, Inc. (January 2019 to March 2021), and on the advisory board of Calyx Peak Companies (February 2019 to December 2022). He also served as a Fellow at the University of Southern California Center for the Political Future during the fall of 2020. Mr. Chiang served as California State Treasurer from 2015 to 2019, California State Controller from 2007 to 2015, and as a member of the California State Board of Equalization from 1999 to 2006. He began his career as a tax law specialist with the Internal Revenue Service and later served as an attorney for then-California State Controller Gray Davis and on the staff of U.S. Senator Barbara Boxer. Mr. Chiang graduated with honors with a Bachelor of Science in Finance from the University of South Florida and received his Juris Doctor from Georgetown University Law Center. Mr. Chiang is well qualified to serve as a director due to his extensive finance, tax, legal, public service, and corporate governance experience.

Andrew Scott has served as our director since May 2025. Since August 2024, Mr. Scott has served as the President of Associated Underwater Services, a private diversified marine construction and inspection company. Prior to that, Mr. Scott spent approximately 30 years as an investment banker. From October 2017 to December 2023, he served as a managing director at ThinkEquity LLC, focusing on initial public offering, secondaries and up listings. From January 2014 to October 2017, he served as vice president at Fortress Biosciences, Inc. focusing on business development. From December 2010 to January 2014, he served as vice president at Citius Pharmaceuticals, responsible for raising capital. Prior to that, Mr. Scott worked at Maxim Group as an investment banker from November 2001 to December 2010. Mr. Scott holds a bachelor’s degree in accounting from Rice University. Mr. Scott is well qualified to serve as a director due to his experience in investment banking and capital markets.

Erwin Baquiran Pineda has served as our director since April 2026. Mr. Pineda 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. We believe he is well qualified to serve on our board due to his more than two decades of executive and board-level experience in the real estate industry, his experience co-founding and leading a brokerage firm as chief executive officer, and his service on the boards of multiple non-profit organizations, which provides our board with perspective on organizational oversight, strategic growth and stakeholder engagement. .

Yan Xu has served as our director since August 2026. Mr. Xu 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. We believe he is well qualified to serve on our board due to his experience founding and leading a digital asset investment firm, his background in investment research and analysis across technology and internet companies, and his knowledge of blockchain and digital asset markets, which we believe is directly relevant to our digital asset treasury strategy and our real-world asset tokenization business.

Board Matters and Corporate Governance

Family Relationships

There are no other family relationships among our directors and executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executives has, during the past ten years, been involved in any legal proceedings in subscription (f) of Item 401 of Regulation S-K.

Board Practices

Our Board consists of five directors. We have established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee under the Board and adopted a charter for each of the three committees. Each of the committees of our Board has the composition and responsibilities described below. We also adopted an Executive Compensation Clawback Policy, for which our Compensation Committee’s decisions will be final, conclusive, and binding on all of our executive officers.

Audit Committee

Messrs. John Chiang, Yan Xu, Andrew Scott and Erwin Baquiran Pineda serve as members of our Audit Committee with Andrew Scott serving as the chairman of the Audit Committee. Each of our Audit Committee members satisfies the “independence” requirements of the Nasdaq Stock Market LLC (“Nasdaq”) listing rules and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board have determined that Erwin Baquiran Pineda possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC. Our Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee will perform several functions, including:

Compensation Committee

Messrs. John Chiang, Yan Xu, Erwin Baquiran Pineda and Andrew Scott serve as members of our Compensation Committee with Andrew Scott serving as the chairman of the Compensation Committee. Each of our Compensation Committee members satisfies the “independence” requirements of the Nasdaq listing rules. Our Compensation Committee is responsible for overseeing and making recommendations to our board of our directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices.

We have adopted an Executive Compensation Clawback Policy. For further information please see “Board Matters and Corporate Governance - Clawback Policy”

Nominating and Corporate Governance Committee

Messrs. John Chiang, Yan Xu, Erwin Baquiran Pineda and Andrew Scott serve as members of our Nominating and Corporate Governance Committee, with Andrew Scott serving as the chairman of the Nominating and Corporate Governance Committee. Each of our Nominating and Corporate Governance Committee members satisfies the “independence” requirements of the Nasdaq listing rules. Our Nominating and Corporate Governance Committee is responsible for identifying and proposing new potential director nominees to the Board for consideration and reviewing our corporate governance policies.

Board Oversight of Cybersecurity Risks

The management of the operation and the business affairs of a Cayman Islands company lies within the power of its Board. Directors of companies incorporated under the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) are subject to both statutory obligations under the Companies Act as well as fiduciary duties under the common law to the extent applicable to Cayman Islands companies. In addition to the statutory duties which include duties such as reporting obligations, the maintenance of internal company registers, accounting requirements, etc., directors of Cayman Islands companies owe fiduciary duties including the duty to act in good faith and in the best interests of the company as well as a duty to act with care, skill and diligence under English common law principles. Maintaining sufficient protection against the increasing risks associated with cybercrime is one of the key challenges to the commercial world and, the overseeing of cybersecurity risks falls within the duties of the Company’s Board, including its independent directors. The directors oversee cybersecurity risks as of the date of this Proxy Statement.

Our Board plays an active role in monitoring cybersecurity risks and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents on our operations. In addition to regular reports from each of the board’s committees, the board receives regular reports from our management on material cybersecurity risks and the degree of our exposure to those risks. While the board oversees our cybersecurity risk management, management is responsible for day-to-day risk management processes. Management also works with third party service providers, i.e. software companies who provide software and antivirus supports to the Company to ensure appropriate controls are in place and to regularly monitor network activities. We believe this division of responsibilities is the most effective approach for addressing our cybersecurity risks and that our board leadership structure supports this approach.

Duties of Directors

Under Cayman Islands law, the directors owe certain statutory duties under the Companies Act, common law duties and fiduciary duties to our company. Under common law, our directors have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. The fiduciary duties which our directors owe to our company are summarized as follows:

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the afore-mentioned conflicts will be resolved in our favor. Furthermore, each of our officers and directors has pre-existing fiduciary obligations to other businesses of which they are officers or directors.

Our company has the right to seek damages if a duty owed by our directors is breached. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached.

Director Independence

Our Board has reviewed the independence of our directors, applying the Nasdaq independence standards. Based on this review, the Board determined that each John Chiang, Andrew Scott, Erwin Baquiran Pineda and Yan Xu are “independent” within the meaning of Item 7(d)(3)(iv)(B) of Schedule 14A under the Exchange Act, as amended, and as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules. In making this determination, our Board considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board deemed relevant in determining their independence.

Terms of Directors

An appointment of a director may be on terms that such director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent Annual meeting or upon any specified event or after any specified period in a written agreement between us and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for re-election at a meeting of the shareholders or re-appointment by the Board. The office of a director will be vacated automatically if, among other things, the directors resigns in writing, becomes bankrupt or makes any arrangement or composition with his/her creditors generally or is found to be or becomes of unsound mind.

Code of Ethics

OFA has a code of ethics that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics is available on OFA’s website.

Compensation Committee Interlocks and Insider Participation

None of OFA’s executive officers currently serves, or has served during the last year, as a member of the Board or compensation committee of any entity that has one or more executive officers serving as a member of the Board.

Insider Trading Policy

On May 15, 2025, (the “Policy”), which applies to all officers, directors, and employees of us and our subsidiary. The Policy provides guidelines to employees, officers and directors of us and our subsidiaries with respect to transactions in our securities and the procedures set forth therein is intended to help prevent insider trading and to assist the employees, officers and directors of us and our subsidiaries in complying with their obligations under the federal securities laws.

Attendance

There were four (4) meetings, exclusive of action by unanimous written consent, of the Board held during fiscal year 2026. Each of our directors attended all of the meetings of the Board held during fiscal year 2026, while such director was a member of the Board.

There were four (4) meetings, exclusive of action by unanimous written consent, of the Audit Committee held during fiscal year 2026. Each of the committee members attended all of the meetings of the Audit Committee held during fiscal year 2026 while such committee member served on the Audit Committee.

There was one (1) meeting, exclusive of action by unanimous written consent, of the Compensation Committee held during fiscal year 2026. Each of the committee members attended such meeting of the Compensation Committee held during fiscal year 2026.

There were two (2) meetings, exclusive of action by unanimous written consent, of the Nominating and Corporate Governance Committee held during fiscal year 2026. Each of the committee members attended such meetings of the Nominating and Corporate Governance Committee held during fiscal year 2026.

Director Attendance at Annual Meeting of Shareholders

We do not have a formal policy regarding the attendance of our board members at our annual meetings of shareholders, but we expect all directors to make every effort to attend any meeting of shareholders.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the Board or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of our company.

Clawback Policy

In accordance with SEC and Nasdaq requirements, we have adopted an Executive Compensation Clawback Policy. The recovery of incentive-based compensation from an executive officer as provided for in this policy shall apply only in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of Company with any financial reporting requirement under the United States securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period. Our Compensation Committee’s decisions with respect to this policy shall be final, conclusive, and binding on all of our executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent shareholders to file initial reports of ownership and reports of changes in ownership of our Ordinary Shares with the Commission. Directors, executive officers and ten percent shareholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended March 31, 2026, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act, except the Form 3 for Ernest Yeung, Andrew Scott, Erwin Baquiran Pineda, and Yan Xu and Form 4 for Larry Wong.

Communications with the Board

Any shareholder or any other interested party who desires to communicate with our Board, our non-management directors, or any specified individual director, may do so by directing such correspondence to the attention of the Chief Executive Officer, OFA Group, 609 Deep Valley Drive, Suite 200, Rolling Hills, CA 90274. The Chief Executive Officer will forward the communication to the appropriate director or directors as appropriate.

10b5-1 Plan

During the quarter ended March 31, 2026, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”.

EXECUTIVE AND DIRECTOR COMPENSATION

The following table sets forth information concerning the compensation of the named executive officers for the years ended March 31, 2025 and 2026:

Summary Compensation Table

Executive Employment Agreements

Thomas Gaffney

The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated May 16, 2025 (the “COO Agreement”) with Mr. Thomas Gaffney, the Company’s Chief Operating Officer, effective as of May 21, 2025. With initial term of two years, the COO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The COO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The COO Agreement provides an annual base salary of $120,000. The COO Agreement provides for an initial equity grant of 50,000 ordinary shares, along with an annual equity awards with a target value of approximately 50,000 ordinary shares subject to Mr. Gaffney’s continued employment with the Company. The parties amended the COO Agreement to increase the annual base salary to $180,000 payable in twelve equal monthly installments, effective September 8, 2025.

Ernest Yeung

The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated July 9, 2025 (the “CFO Agreement”) with Mr. Ernest Yeung, the Company’s Chief Financial Officer, effective as of July 15, 2025. With initial term of two years, the CFO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The CFO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The CFO Agreement provides an annual base salary of $85,000. The CFO Agreement provides for an initial equity grant of 30,000 ordinary shares, along with an annual equity awards with a target value of approximately 30,000 ordinary shares subject to Mr. Yeung’s continued employment with the Company.

Wai Wong (Keith) Chong

The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated June 6, 2025 (the “CTO Agreement”) with Mr. Wai Wong Chong, the Company’s Chief Technology Officer, effective as of May 21, 2025. With initial term of two years, the CTO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The CTO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The CTO Agreement provides an annual base salary of $240,000. The CTO Agreement provides for an initial equity grant of 100,000 ordinary shares, followed with receive annual equity awards with a target value of approximately 100,000 ordinary shares subject to Mr. Chong’s continued employment with the Company.

Li Hsien (Larry) Wong

The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated June 6, 2025 (the “CEO Agreement”) with Mr. Li Hsien Wong, the Company’s Chief Executive Officer, effective as of May 21, 2025. With initial term of two years, the CEO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The CEO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The CEO Agreement provides an annual base salary of $240,000. The CEO Agreement provides for an initial equity grant of 100,000 ordinary shares, followed with receive annual equity awards with a target value of approximately 100,000 ordinary shares subject to Mr. Wong’s continued employment with the Company.

Compensation of Directors

The following table sets forth compensation we paid to our directors during the year ended March 31, 2026 (excluding compensation under the Summary Compensation table above).

Outstanding Equity Awards at Fiscal Year-End

The following table discloses information regarding outstanding equity awards granted or accrued as of March 31, 2026, for our named executive officers.

Clawback Policy

In accordance with SEC and Nasdaq requirements, we have adopted an Executive Compensation Clawback Policy. The recovery of incentive-based compensation from an executive officer as provided for in this policy shall apply only in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of Company with any financial reporting requirement under the United States securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period. Our Compensation Committee’s decisions with respect to this policy shall be final, conclusive, and binding on all of our executive officers.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our Class A ordinary shares and Class B ordinary shares as of the Record Date, with regard to (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our Class A ordinary shares and Class B ordinary shares; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

The percentage of beneficial ownership is based on 6,453,481 Class A ordinary shares issued and outstanding and 20,000,000 Class B ordinary shares issued and outstanding as of September 17, 2026.

In accordance with SEC rules, ordinary shares which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the Record Date are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.

Unless otherwise indicated and subject to community property laws and similar laws, except as otherwise indicated below, OFA believes that all parties named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

None of our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business of underwriting securities. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The related parties of the Company and their relationships to the Company are set forth as follows:

Set forth below are the material related party transactions that we have entered into for the fiscal years ended March 31, 2024, 2025 and 2026 and since March 31, 2026.

Balances with related parties

As of March 31, 2024, 2025 and 2026, the balances with related parties were as follows:

The Company paid $38,550 and $86,095 to Larry Wong and Keith Chong, respectively for the year ended March 31, 2025 for compensation, project expenses, office administration and general expenses, there remains an outstanding balance for compensation, office administration and general expenses to be paid to Larry Wong and Keith Chong as of March 31, 2025.The Company paid $211,707 and $216,710 to Larry Wong and Keith Chong, respectively for the year ended March 31, 2026 for compensation, project expenses, office administration and general expenses, there remains an outstanding balance for compensation, office administration and general expenses to be paid to Larry Wong and Keith Chong as of March 31, 2026.

Transactions with related parties

On March 25, 2024, our operating subsidiary entered into a service agreement with Greentree Global Advisors LLC, pursuant to which Greentree Global Advisors LLC will perform consulting services related to corporate governance, Nasdaq listing and accounting services and receive 500,000 Ordinary Shares of the Company as service fee. Mr. Gaffney owns minority membership interests in Greentree Global Advisors LLC and served as its Managing Member from March 2024 to September 2024.

On April 2, 2024, the Company entered a $600,000 bridge loan agreement with Precursor Capital Limited (“Precursor”). The loan bears interest at an annual rate of 12% and is intended exclusively to cover the expenses related to the proposed listing, convertible into 600,000 Class A ordinary shares at a conversion price of $1 per share upon the election of conversion. On September 12, 2024, the loan was converted at the conversion price of $1 per share and 600,000 Class A ordinary shares were issued to Precursor Capital Limited. Simultaneously, the accrued interest of $32,153 was forgiven. For the year ended March 31, 2025, the total amount of offering costs and other general and administrative expenses incurred amounted to $520,547 which will be paid through the loan proceeds. The remaining balance of $79,453, which was not utilized for expenses, will be either paid in cash by Precursor to the Company or otherwise transferred in accordance with the terms of the agreement. As of March 31, 2026, the remaining balance was $0. With over payment of $392, total $79,845 was booked into equity for the year ended March 31, 2026.

On October 29, 2025, the Company entered into the PIPE Purchase Agreement with Greentree and TriCore, pursuant to which TriCore may subscribe for up to US$50,000,000 in stated value of Series A Preferred Shares, subject to the terms and conditions of the PIPE Purchase Agreement. Li Hsien “Larry” Wong, the Company’s Chief Executive Officer and director, has voting and dispositive control over the securities held by TriCore Foundation, LLC in his capacity as manager of TriCore Foundation, LLC. Accordingly, TriCore Foundation, LLC’s participation in the PIPE Purchase Agreement constitutes a related-party transaction under Regulation S-K Item 404(a) and is subject to review and oversight under Nasdaq Listing Rule 5630. As of the year ended March 31, 2026, the Company had issued 1,080 Preferred Shares with an aggregate stated value of $1,089,082.60 in exchange for the aggregate gross proceeds of $972,000. As of the date of this Proxy Statement, 420 of the 1,080 Preferred Shares issued under the PIPE Purchase Agreement were converted for 1,412,023 shares of Class A ordinary shares, with 1,080 Preferred Shares currently remaining outstanding.

On October 29, 2025, the Audit Committee, composed entirely of independent directors, reviewed and approved the PIPE Purchase Agreement, including TriCore’s participation therein, in accordance with Nasdaq Rule 5630 and the Company’s Audit Committee Charter. In reaching its determination, the Audit Committee considered, among other things, the terms of the PIPE Purchase Agreement, the identity and relationships of the affiliated participants, the participation of an unaffiliated investor on the same terms, and the Company’s obligations under Nasdaq Rules 5630 and 5635, Regulation S-K Item 404(a), and applicable Cayman Islands law. All interested directors recused themselves from deliberations and voting.

The Company had restricted cash of $1,680,000 held in a non-interest-bearing escrow account maintained by Finuvia LLC, an affiliate of Precursor Capital Limited, a Company’s shareholder. During the year ended March 31, 2026, the Company entered into a service agreement with Finuvia LLC to explore the Japan market, for a total amount of $200,000, and a financial advisory service agreement for a monthly fee of $20,000. On May 2, 2026, the Company entered into a new financial advisory service agreement with Finuvia LLC. The agreement has a term through May 31, 2028 and provides monthly payments by the Company of $20,000 beginning June 1, 2026. The total contractual consideration is $480,000.

Related party transaction since March 31, 2026

As of June 30, 2026, the Company had amounts due to related parties of $114,528. This amount includes consulting fees payable to the Directors, project expenses, office administration and general expenses paid by the Director on behalf of the Company. The amounts due are non-interest bearing, unsecured and have no fixed repayment terms.

On June 17, 2026, the Company completed an additional closing (the “Additional Closing”) under a certain securities purchase agreement, dated October 29, 2025 with TriCore. At the Additional Closing, the Company issued and sold to TriCore 356 Series A Convertible Preferred Shares (the “Series A Preferred Shares”) for an aggregate proceeds of $320,400. The Series A Preferred Shares issued at the Additional Closing have an aggregate stated value of $356,000.

On June 22, 2026, pursuant to the PIPE Purchase Agreement and the related waiver agreement, the Company received aggregate cash proceeds of $323,000 from TriCore in connection with an Additional Closing relating to 356 Preferred Shares with an aggregate stated value of $356,000. As of June 30, 2026, the 356 Preferred Shares had not been issued and were not reflected as issued and outstanding in the records of the Company’s transfer agent. Accordingly, the proceeds were recorded as preferred stock payable within mezzanine equity as of June 30, 2026.

Related Party Policy

Our Code of Conduct, requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board (or the audit committee). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our audit committee, pursuant to its written charter, is responsible for reviewing any conflicts of interest and related-party transactions to assess an impact on the Company’s internal controls on financial reporting and disclosure.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

PROPOSAL 1: DIRECTOR ELECTION PROPOSAL

Introduction

Each of Larry Wong, Keith Chong, John Chiang, Andrew Scott, Erwin Baquiran Pineda, and Yan Xu are incumbent directors whose term of office expires as of the Annual Meeting, and have been nominated by the Board for re-election at the Annual Meeting. If elected at the Annual Meeting, each of the Director Nominees will serve until the next annual general meeting of the Company (being the 2027 Annual Meeting of Shareholders).

For more information about the experience of each of these Director Nominees see “Management.”

Board Qualifications

We believe that the collective skills, experiences, and qualifications of our directors provide our Board with the expertise and experience necessary to advance the interests of our shareholders. In selecting directors, the Board considers candidates that possess qualifications and expertise that will enhance the composition of the Board, including the considerations set forth below. The considerations set forth below are not meant as minimum qualifications, but rather as guidelines in weighing all of a candidate’s qualifications and expertise. In addition to the individual attributes of each of our current directors described below, we believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, exhibit commitment to enhancing shareholder value and have sufficient time to carry out their duties and to provide insight and practical wisdom based on their past experience.

Resolutions to be Passed

It is proposed that shareholders pass the following resolutions (in respect of each Director Nominee, as applicable):

IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect Larry Wong as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting).

IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect Keith Chong as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting).

IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect John Chiang as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting).

IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect Andrew Scott as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting).

IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect Erwin Baquiran Pineda as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting).

IT IS RESOLVED AS AN ORDINARY RESOLUTION to re-elect Yan Xu as a director of the Company, whose term is expiring at the conclusion of this Annual Meeting, and who being eligible, is standing for re-election as a director of the Company, for a term expiring at the conclusion of the next-following annual general meeting of the Company (unless re-elected at such annual general meeting).

Votes Required for Approval

Appointment of each of the Director Nominees under the Director Election Proposal requires the affirmative vote of the holders of a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” ELECTION OF EACH OF THE DIRECTOR NOMINEES.

PROPOSAL 2: AUDITOR RATIFICATION PROPOSAL

Introduction

At the Annual Meeting, our shareholders will be asked to ratify the appointment of M&K to serve as our independent registered public accounting firm. The Board, through the Audit Committee, is directly responsible for appointing the Company’s independent registered public accounting firm. The Board is not bound by the outcome of this vote but will consider these voting results when selecting the Company’s independent registered public accounting firm for fiscal year 2027. A representative of M&K is not expected to be present at the Annual Meeting.

Fees

The following table sets forth the fees billed by our independent accountants, M&K for the years ended March 31, 2026 and 2025.

Audit Fees

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by M&K in connection with regulatory filings. The aggregate fees of M&K for professional services rendered for the audit of our annual financial statements, review of the financial information include in our filings with the SEC for the years ended March 31, 2026 and 2025 totaled approximately $74,100 and $49,500, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay M&K any audit-related fees for the years ended March 31, 2026 and 2025, respectively.

Tax Fees

We did not pay M&K for tax services, planning or advice for the years ended March 31, 2026 and 2025.

All Other Fees

We did not pay M&K for any other services for the years ended March 31, 2026 and 2025.

Procedures For Board’s Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Resolution to be Passed

It is proposed that shareholders pass the following resolution:

IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT the appointment of M&K CPAS, PLLC as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2027, be approved and ratified.

Votes Required for Approval

Approval of the Auditor Ratification Proposal requires the affirmative vote of the holders of a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE AUDITOR RATIFICATION PROPOSAL.

AUDIT COMMITTEE REPORT

The Audit Committee operates pursuant to a charter which is reviewed annually by the audit committee. Additionally, a brief description of the primary responsibilities of the audit committee is included in this Proxy Statement under the discussion of “Management — Board Practices — Audit Committee.” Under the Audit Committee’s charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and M&K CPAS, PLLC, as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended March 31, 2026. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Annual Report.

PROPOSAL 3:

THIRD M&AA RATIFICATION PROPOSAL

At the May 2026 Special Meeting the shareholders voted and authorized the Board to consolidate only the authorized, issued and outstanding Class A ordinary shares on a 10 for 1 ratio, which consolidation became effective on July 31, 2026. In connection with this consolidation, the Company’s shareholders also approved the adoption of a form of Third Amended and Restated Memorandum and Articles of Association of the Company (the “Third M&AA”) at the May 2026 Special Meeting. However, the form of Third M&AA annexed to the notice of meeting and proxy statement issued by the Company in connection with the May 2026 Special Meeting inadvertently also reflected a consolidation of the authorized, issued and outstanding Class B ordinary shares and the authorized but undesignated shares in the capital of the Company (the “Typographical Errors”).

The Typographical Errors were identified by the Company prior to the filing of the Third M&AA with the Cayman Islands Registrar of Companies and a corrected form of Third M&AA (a copy of which is included as Annex A) was subsequently prepared and filed and which became effective on July 31, 2026.

The Board believes that it is in the best interests of the Company and the shareholders and is hereby soliciting shareholder approval to ratify the adoption of the Third M&AA (as corrected to rectify the Typographical Errors) as the memorandum and articles of association of the Company.

For the avoidance of doubt:

The form of Third M&AA originally approved at the May 2026 Special Meeting inadvertently provided that the Company’s authorised share capital was US$320,000 divided into 32,000,000 shares of a par value of US$0.01 each comprising (a) 10,000,000 Class A ordinary shares of a par value of US$0.01 each; (b) 2,000,000 Class B ordinary shares of a par value of US$0.01 each; and (c) 20,000,000 undesignated shares of a par value of US$0.01 each, of such class or classes (however designated) as the Board may determine.

The Third M&AA (as corrected to rectify the Typographical Errors) provides that the Company’s authorized share capital is US$320,000 divided into 10,000,000 Class A ordinary shares of a par value of US$0.01 each, 20,000,000 Class B ordinary shares of a par value of US$0.001 each, and 200,000,000 undesignated shares of a par value of US$0.001 each, of such class or classes (however designated) as the Board may determine.

Resolution to be Passed

It is proposed that shareholders pass the following resolution:

IT IS RESOLVED AS A SPECIAL RESOLUTION THAT the Third Amended and Restated Memorandum and Articles of Association of the Company in the form as set forth in Annex A to the proxy statement and as filed with the Registrar of Companies of the Cayman Islands and effective from July 31, 2026, be approved and ratified.

Votes Required

Approval of the Third M&AA Ratification Proposal requires the affirmative vote of the holders of at least two-thirds of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION AND ADOPTION OF THE THIRD M&AA RATIFICATION PROPOSAL.

PROPOSAL 4

UNDESIGNATED SHARE CONSOLIDATION PROPOSAL

General

The Board believes that it is in the best interests of the Company and its shareholders, and is hereby soliciting shareholder approval, to effect a share consolidation the Company’s authorized but undesignated and unissued shares of a par value of US$0.001 each (the “Undesignated Shares”) at a ratio of 10-for-1 with immediate effect (the “Undesignated Share Consolidation”).

An amendment to the Third M&AA is proposed to reflect the revised authorized share capital structure. The approval of that amendment is the subject of Fourth M&AA Proposal, which follows this Undesignated Share Consolidation Proposal and the Authorized Share Capital Proposal. Due to the requirements of Cayman Islands law, the Undesignated Share Capital Proposal, the Authorized Share Capital Proposal and the corresponding Fourth M&AA Proposal require three separate resolutions.

The proposed form of the Fourth Amended and Restated Memorandum and Articles of Association of the Company (the “Fourth M&AA”) is set forth in Annex B to this proxy and is incorporated by reference into this proxy.

Purpose

The purpose of the Undesignated Share Consolidation is to align the par value of the Company’s authorised but undesignated and unissued shares (currently US$0.001 each) with the par value of the Class A ordinary shares (currently US$0.01 each). By consolidating the Undesignated Shares on a fixed 10-for-1 basis, the par value of the resulting undesignated shares will be aligned with the current par value of the Class A ordinary shares.

Once such alignment has been achieved, the Board will be able, on an as-needs basis and without further shareholder action, to redesignate the authorised but undesignated and unissued shares into authorised Class A ordinary shares, providing the Company with flexibility to efficiently make additional Class A ordinary shares available for future corporate purposes, including to facilitate future equity issuances, in each case in the best interests of the Company and its shareholders.

Resolution to be Passed

It is proposed that shareholders pass the following resolution:

IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT, with immediate effect:

Votes Required for Approval

Approval of the Undesignated Share Consolidation Proposal requires the affirmative vote of the holders of a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE UNDESIGNATED SHARE CONSOLIDATION PROPOSAL.

PROPOSAL 5

AUTHORIZED SHARE CAPITAL PROPOSAL

General

The Company’s current authorized share capital, as set forth in the Company’s Third Amended and Restated Memorandum and Articles of Association adopted by special resolution passed on 21 May 2026 and effective from 31 July 2026 (the “Third M&AA”), is US$320,000 divided into 10,000,000 Class A ordinary shares of a par value of US$0.01 each, 20,000,000 Class B ordinary shares of a par value of US$0.001 each and 200,000,000 undesignated shares of a par value of US$0.001 each, of such class or classes (however designated) as the Board may determine in accordance with Article 2 of the Articles of Association of the Company.

The Undesignated Share Consolidation Proposal, if approved, will result in the amendment of the Company’s authorized share capital from US$320,000 divided into: (a) 10,000,000 Class A Ordinary Shares of a par value of US$0.01 each, (b) 20,000,000 Class B Ordinary Shares of a par value of US$0.001 each, and (c) 200,000,000 undesignated shares of a par value of US$0.001 each, of such class or classes (however designated) as the board of directors may determine in accordance with Article 2 of the Articles of Association of the Company, to US$320,000 divided into: (a) 10,000,000 Class A Ordinary Shares of a par value of US$0.01 each, (b) 20,000,000 Class B Ordinary Shares of a par value of US$0.001 each, and (c) 20,000,000 undesignated shares of a par value of US$0.01 each, of such class or classes (however designated) as the board of directors may determine in accordance with Article 2 of the Articles of Association of the Company.

The Board has approved, subject to shareholder approval (including the approval of the Undesignated Share Consolidation Proposal), an increase in the Company’s authorized share capital to US$22,520,000 divided into 250,000,000 Class A ordinary shares of a par value of US$0.01 each, 20,000,000 Class B ordinary shares of a par value of US$0.001 each and 2,000,000,000 undesignated shares of a par value of US$0.01 each, of such class or classes (however designated) as the Board may determine in accordance with Article 2 of the Articles of Association of the Company (the “Authorized Share Capital Increase”).

If approved, the Authorized Share Capital Increase will increase (i) the number of authorized Class A ordinary shares available for issuance by 240,000,000 Class A ordinary shares, and (ii) the number of authorized undesignated shares of a par value of US$0.01 each, of such class or classes (however designated) as the Board may determine in accordance with Article 2 of the Articles of Association of the Company by 1,800,000,000.

An amendment to the Third M&AA is proposed to reflect the revised authorized share capital structure. The approval of that amendment is the subject of Fourth M&AA Proposal, which follows both the Undesignated Share Consolidation Proposal and this Authorized Share Capital Proposal. Due to the requirements of Cayman Islands law, the Undesignated Share Consolidation Proposal, the Authorized Share Capital Proposal and the corresponding Fourth M&AA Proposal require three separate resolutions.

The proposed form of the Fourth Amended and Restated Memorandum and Articles of Association of the Company (the “Fourth M&AA”) is set forth in Annex B to this proxy and is incorporated by reference into this proxy.

Current Capitalization

As of the Record Date, the Company had 6,453,481 Class A ordinary shares issued and outstanding. As of that date, an additional 1,323,803 Class A ordinary shares were reserved for issuance upon the exercise or conversion of outstanding options, warrants, convertible securities or other equity-linked instruments, and 394,002 Class A ordinary shares remained available for future issuance under the Company’s equity compensation plans. Based on these figures, as of the Record Date a total of 8,171,286 Class A ordinary shares were either outstanding or reserved for issuance, 1,828,714 authorized but unissued Class A ordinary shares available for future issuance under the Company’s current authorized share capital.

The Board regularly reviews the Company’s capital structure in light of its strategic plans, anticipated capital requirements and the need to maintain appropriate financial and operational flexibility. After considering these factors, the Board determined that increasing the Company’s authorized share capital at this time is advisable to ensure that the Company maintains sufficient capacity to support future strategic and financing initiatives.

Purpose of the Authorized Share Capital Increase

The primary purpose of the Authorized Share Capital Increase is to provide the Company with additional flexibility to issue shares in the future as circumstances may warrant.

The Board believes that maintaining an appropriate level of authorized but unissued shares is an important element of prudent corporate governance and financial management. Additional authorized shares provide the Company with the ability to respond promptly to business opportunities and changing market conditions without the delay and expense that would result from seeking additional shareholder approvals to increase authorized share capital at the time such opportunities arise.

The additional authorized shares may be issued from time to time for a variety of corporate purposes that the Board may determine to be advisable, including, without limitation, equity or equity-linked financing transactions, strategic investments, mergers or acquisitions, joint ventures, strategic partnerships, equity compensation programs for employees, officers and directors, and other general corporate purposes.

Although the Board believes that the Authorized Share Capital Increase is advisable to provide flexibility for future corporate actions, the Company expects to issue shares from the additional authorized shares pursuant to the ELOC Purchase Agreement. Other than issuances pursuant to the ELOC Purchase Agreement, the Company currently has no specific plans, arrangements or commitments to issue the additional shares that would become available as a result of the approval of this Authorized Share Capital Proposal.

Board Rationale for the Authorized Share Capital Increase

In determining to recommend the Authorized Share Capital Increase, the Board considered a number of factors, including the Company’s current capital structure, the number of authorized but unissued shares presently available, the Company’s anticipated financing and strategic needs, and market practices among similarly situated publicly traded companies.

The Board also considered the importance of maintaining flexibility to pursue strategic opportunities that may arise in the future. The ability to issue shares can be an important component of acquisition consideration, strategic partnerships and other business combinations, and may also provide the Company with an efficient means of raising capital or strengthening its balance sheet.

The Board concluded that increasing the authorized share capital at this time represents a prudent step to ensure that the Company retains the flexibility necessary to pursue such opportunities in a timely and efficient manner and to support the Company’s long-term growth strategy.

Resolution to be Passed

It is proposed that shareholders pass the following resolution:

IT IS RESOLVED, AS AN ORDINARY RESOLUTION, that, subject to and immediately following the Undesignated Share Consolidation being effected, the authorized share capital of the Company be immediately increased from US$320,000 divided into 10,000,000 Class A ordinary shares of a par value of US$0.01 each, 20,000,000 Class B ordinary shares of a par value of US$0.001 each and 20,000,000 undesignated shares of a par value of US$0.01 each, of such class or classes (however designated) as the board of directors may determine in accordance with Article 2 of the Articles of Association of the Company, to US$22,520,000 divided into 250,000,000 Class A ordinary shares of a par value of US$0.01 each, 20,000,000 Class B ordinary shares of a par value of US$0.001 each and 2,000,000,000 undesignated shares of a par value of US$0.01 each, of such class or classes (however designated) as the board of directors may determine in accordance with Article 2 of the Articles of Association of the Company (the “Authorized Share Capital Increase”).

Potential Dilution

The issuance of additional Class A ordinary shares could dilute the ownership interests and voting power of existing shareholders. In addition, in the absence of a proportionate increase in the Company’s earnings and assets, the issuance of additional shares could have a dilutive effect on earnings per share and book value per share.

Shareholders should be aware that the approval of this Authorized Share Capital Proposal will not itself result in the issuance of additional shares, but will authorize the Board to issue additional shares in the future if it determines that doing so is in the best interests of the Company and its shareholders.

The holders of Class A ordinary shares do not have preemptive rights to subscribe for additional issuances of the Company’s shares. As a result, if the Company issues additional shares in the future, existing shareholders may experience dilution of their ownership interests.

Potential Anti-Takeover Effects

The increase in the number of authorized Class A ordinary shares could have certain effects that may make it more difficult or discourage an attempt to obtain control of the Company. For example, additional shares could be issued in one or more transactions that could dilute the ownership interest or voting power of a person or group seeking to acquire control of the Company. Similarly, shares could be issued to persons allied with management, which could make it more difficult to remove the Company’s current management or the Board.

The Board is not proposing the Authorized Share Capital Increase with the intention of discouraging or preventing a change in control of the Company, and the Board is not aware of any current attempt or plan to acquire control of the Company. However, shareholders should recognize that the availability of additional authorized shares could have the effect of discouraging or delaying transactions involving a change in control that might otherwise involve a premium for the Company’s shares.

Board Authority to Issue Additional Shares

If this Authorized Share Capital Proposal is approved and the corresponding Fourth M&AA described in Fourth M&AA Proposal becomes effective, the additional authorized shares may be issued by the Company from time to time without further shareholder approval, except as may be required by applicable law, NASDAQ rules or the Company’s constitutional documents.

The Board will determine whether, when and under what circumstances additional shares of capital stock may be issued, and the terms of any such issuance, including the number of shares to be issued, the consideration to be received by the Company and the timing and structure of the transaction.

Votes Required for Approval

Approval of the Authorized Share Capital Proposal requires the affirmative vote of the holders of a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AUTHORIZED SHARE CAPITAL PROPOSAL.

PROPOSAL 6:

FOURTH M&AA PROPOSAL

General

As described in Undesignated Share Consolidation Proposal and the Authorized Share Capital Proposal, the Board has approved, subject to shareholder approval: (i) a consolidation on a 10-for-1 basis of the Company’s authorized but undesignated and unissued shares of a par value of US$0.001 each (the “Undesignated Share Consolidation”), and (ii) subject to and immediately following the Undesignated Share Consolidation being effected, an increase in the authorized share capital of the Company from US$320,000 divided into 10,000,000 Class A ordinary shares of a par value of US$0.01 each, 20,000,000 Class B ordinary shares of a par value of US$0.001 each and 20,000,000 undesignated shares of a par value of US$0.01 each, of such class or classes (however designated) as the Board may determine in accordance with Article 2 of the Articles of Association of the Company, to US$22,520,000 divided into 250,000,000 Class A ordinary shares of a par value of US$0.01 each, 20,000,000 Class B ordinary shares of a par value of US$0.001 each and 2,000,000,000 undesignated shares of a par value of US$0.01 each, of such class or classes (however designated) as the Board may determine in accordance with Article 2 of the Articles of Association of the Company.

In connection with the Undesignated Share Consolidation and the Authorized Share Capital Increase, it is proposed that the Third M&AA be amended and restated to update the provision describing the Company’s authorized share capital.

The proposed form of the Fourth amended and restated memorandum and articles of association (the Fourth M&AA) is set forth in Annex B to this proxy and is incorporated by reference into this proxy.

Resolution to be Passed

It is proposed that shareholders pass the following resolution:

IT IS RESOLVED, AS A SPECIAL RESOLUTION, that, subject to and immediately following the Authorized Share Capital Increase being effected, the Company adopt amended and restated memorandum and articles of association in the form as set forth in Annex B to the proxy statement in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect the Undesignated Share Consolidation and the Authorized Share Capital Increase

Votes Required

Approval of the Fourth M&AA Proposal requires the affirmative vote of the holders of at least two-thirds of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE FOURTH M&AA PROPOSAL.

PROPOSAL 7:

SHARE CONSOLIDATION PROPOSAL

Authorizing the Board to effect one or more Share Consolidations of the Company’s authorized, issued and outstanding Class A ordinary shares, and the Company’s authorized but undesignated and unissued shares, at an accumulated consolidation ratio of not less than 2 for 1 and not more than 25 for 1.

General

The Board believes that it is in the best interests of the Company and its shareholders, and is hereby soliciting shareholder approval, to allow the Board to effect one or more Share Consolidations of the Company’s authorized, issued and outstanding Class A ordinary shares of a par value of US$0.01 each, and the Company’s authorized but undesignated and unissued shares of a par value of US$0.01 each (subject to the approval of the Undesignated Share Consolidation Proposal) (the “Undesignated Shares” and together with the Class A ordinary shares, the “Shares”), at any one time or multiple times during the period between the date of the Annual Meeting and the date of the Company’s next annual general meeting, at the exact consolidation ratio and effective time as the Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such Share Consolidation(s) shall not be less than 2-for-1 nor greater than 25-for-1, whereby, except as explained below with respect to fractional shares, on each effective date as determined by the Board, all of the Company’s issued and unissued Shares will be, without any action on the part of the shareholders, subject to the Share Consolidation ratio, consolidated.

If the shareholders approve the Share Consolidation Proposal, the Board, or any duly constituted committee thereof, will have the authority, but not the obligation, in its sole discretion, and without further action on the part of the shareholders, to determine each Share Consolidation ratio within the approved range and to effect one or more share consolidation (also referred to as a reverse stock split) at any time after the approval of the shareholders. Any such consolidated Shares will have the same rights and be subject to the same restrictions as the existing Shares in the capital of the Company as set out in the amended and restated articles of association then in effect.

The Board believes that shareholder approval of an consolidation ratio range (rather than an exact consolidation ratio) in connection with the Share Consolidation Proposal provides the Board with reasonable flexibility to achieve the purposes of any such Share Consolidation that may be effected. If shareholders approve the Share Consolidation Proposal, a Share Consolidation will only be effected, if at all, upon a determination by the Board, or any duly constituted committee thereof, that a Share Consolidation is in the Company’s and the shareholders’ best interests at that time. In connection with any determination to effect a Share Consolidation, the Board or any duly constituted committee thereof, will set the time for such a consolidation (provided such time falls during the period between the date of the Annual Meeting and the date of the Company’s next annual general meeting) and select a specific consolidation ratio within the approved range by approving such matters by resolutions of the Board (such date, the “Effective Time”). The determination will be made by the Board with the intention to create the greatest marketability of the Company’s ordinary shares based upon prevailing market conditions at that time. The Board reserves its right to elect not to proceed, and abandon, any Share Consolidation if it determines, in its sole discretion, that implementing such Share Consolidation is not in the best interests of the Company and its shareholders.

Any one director or officer of the Company is to be authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion.

Purpose

The Board has determined that it is in the best interests of the Company and its shareholders to implement one or more Share Consolidations. The Board believes that approval of a proposal providing the Board with this generalized grant of authority with respect to setting the ratio, rather than mere approval of a pre-defined Share Consolidation, will give the Board flexibility to set the consolidation ratio in accordance with current market conditions and therefore allow the Board to act in the best interests of the Company and its shareholders. The Board is seeking approval to implement one or more Share Consolidations, until the next annual shareholder meeting, based on the best interests of the Company. The Share Consolidation Proposal is not part of a going-private transaction.

We believe implementing one or more Share Consolidations will help us comply with the Nasdaq continued listing standards, improve our capital structure, which we believe will facilitate further potential business and financing transactions, increase the trading price of our Class A ordinary shares and provide us with greater liquidity and a stronger investor base.

Any Share Consolidation would decrease the total number of shares of our authorized, issued and outstanding Class A ordinary shares, and our authorized but undesignated and unissued Undesignated Shares, and should, absent other factors, proportionately increase the market price of our Class A ordinary shares to a level above the minimum price for continued listing standard under the Rule 5550(a)(2). Therefore, the Board believes that the Share Consolidation is an effective means for us to maintain compliance with applicable minimum price continued listing standards. There can be no assurance that any Share Consolidation, if and when implemented, will achieve any of the desired results. There also can be no assurance that the Company will be successful in maintaining compliance with the Nasdaq requirements or that the price per share of the Company’s Class A ordinary shares immediately after any such Share Consolidation, if implemented, will increase proportionately with any Share Consolidation, or that any increase will be sustained for any period of time.

After one or more Share Consolidations are effected, if at all, we will continue to be subject to the periodic reporting requirements of the Exchange Act. By itself, a Share Consolidation will not have any impact on the market in which our Class A ordinary shares is traded; however, our Class A ordinary shares would be identified with a new CUSIP number following any Share Consolidation.

Fractional Shares

Shareholders would not receive fractional Class A ordinary shares in connection with the Share Consolidation. Instead, the Company will round up each holder’s fractional share to the nearest whole number.

If you believe that you may not hold sufficient Class A ordinary shares at the Effective Time to do so in the Share Consolidation, you may either:

in each case, so that you hold a number of Class A ordinary shares in your account prior to the Share Consolidation that would entitle you to receive at least one Class A ordinary share in the Share Consolidation. Class A ordinary shares held in registered form and in “street name” (that is, through a broker, bank or other holder of record) for the same shareholder will be considered held in separate accounts and will not be aggregated when effecting the Share Consolidation.

Effect on issued and outstanding Class A ordinary shares

If the Share Consolidation Proposal is approved by our shareholders, as of each Effective Time (if any), all of the authorized, issued and outstanding Class A ordinary shares will be consolidated in accordance with the approved Share Consolidation ratio.

Effect on Outstanding Equity Awards, Warrants, and Equity Plans

If the Share Consolidation is approved by our Shareholders and our Board decides to implement one or more Share Consolidation, as of the Effective Time, proportionate adjustments will be made to (i) the number of Class A ordinary shares subject to all then-outstanding equity awards and warrants, such that fewer shares would underly such awards and warrants and (ii) the exercise price of all then-outstanding options and warrants, such that the per share exercise price of each such option and warrant would be increased.

Illustration

For purposes of illustration, the following table contains approximate information relating to our Class A ordinary shares if the Share Consolidation is effected at a ratio of 1-for-2, 1-for-15 or 1-for-25 based on share information as of the close of business on September 17, 2026.

(1) As of September 17, 2026, the most recent practicable date for which such information was available.

Accounting Consequences

The Share Consolidation will not have an effect on the stated capital attributable to ordinary shares on our balance sheet because the par value of each of the ordinary shares will be increased by the same ratio as the ratio contemplated by the Share Consolidation. Reported net income or loss per ordinary share and book value per ordinary share will be higher because there will be fewer ordinary shares.

Material U.S. Federal Income Tax Consequences of the Share Consolidation

The following is a summary of the material U.S. federal income tax consequences of an implemented Share Consolidation to U.S. Holders (as defined below) that hold our Class A ordinary shares as “capital assets” (generally, property held for investment) within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This summary is based on the Code, the Treasury regulations promulgated thereunder, and administrative rulings, pronouncements and court decisions in effect as of the date of this proxy statement, all of which may be subject to change, possibly with retroactive effect. No assurance can be given that the Internal Revenue Service (the “IRS”) will agree with the consequences described in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation. No advance tax ruling has been or will be sought or obtained from the IRS regarding the tax consequences of the Share Consolidation. This summary assumes that we are a foreign corporation that is not a “passive foreign investment company” within the meaning of Section 1297(a) of the Code.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of our Class A ordinary shares that is (a) an individual who is a citizen or resident of the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the United States, any state thereof, or the District of Columbia, or is otherwise treated for U.S. federal income tax purposes as a domestic corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust (i) the administration of which is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more “United States persons” as described in Section 7701(a)(30) of the Code (“United States persons”), or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

This summary does not discuss all U.S. federal income tax considerations that may be relevant to U.S. Holders in light of their particular circumstances or that may be relevant to certain beneficial owners that may be subject to special treatment under U.S. federal income tax law (for example, tax-exempt or governmental organizations, S corporations, partnerships and other pass through entities (and investors therein), mutual funds, insurance companies, banks, thrifts and other financial institutions, dealers in securities, brokers or traders in securities, commodities or currencies that elect to use a mark-to-market method of accounting, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans or other tax deferred accounts, persons who hold our Class A ordinary shares as part of a straddle, hedge, constructive sale, wash sale, synthetic security, conversion, or other integrated transaction, persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451 of the Code, persons that own or are deemed to own 10% or more of our shares (by vote or value), persons holding our Class A ordinary shares in connection with a trade or business conducted outside of the United States or in connection with a permanent establishment or other fixed place of business outside of the United States, U.S. Holders that have a functional currency other than the U.S. dollar, and persons who acquired our Class A ordinary shares as a result of the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan). Furthermore, this summary does not discuss any alternative minimum tax consequences or the Medicare contribution tax on net investment income and does not address any aspects of U.S. state or local or non-U.S. taxation.

If an entity or arrangement classified for U.S. federal income tax purposes as a partnership owns our Class A ordinary shares, the tax treatment of a member of the entity or party to such an arrangement will depend on the status of the member and the activities of the entity and such member. The tax treatment of such an entity or arrangement, and of any member of such an entity or party to such an arrangement, is not addressed in this summary. Any entity or arrangement that is classified for U.S. federal income tax purposes as a partnership and that owns our Class A ordinary shares, and any members of such an entity and parties to such an arrangement, are encouraged to consult their respective tax advisors.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. U.S. HOLDERS OF OUR CLASS A ORDINARY SHARES ARE ENCOURAGED TO SEEK ADVICE FROM THEIR OWN TAX ADVISORS REGARDING THE INCOME TAX CONSEQUENCES OF THE SHARE CONSOLIDATION TAKING INTO ACCOUNT THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE SHARE CONSOLIDATION ARISING UNDER THE U.S. FEDERAL INCOME, ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

We intend for any Share Consolidation to qualify as a “recapitalization” for U.S. federal income tax purposes and, consequently, as a “reorganization” within the meaning of Section 368(a)(1)(E) of the Code. Assuming a Share Consolidation so qualifies:

U.S. Treasury regulations provide detailed rules for allocating the tax basis and holding period among our Class A ordinary shares acquired by a shareholder on different dates and at different prices. U.S. Holders that acquired our Class A ordinary shares on different dates or at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period among such ordinary shares.

Payments of cash made in lieu of a fractional Class A ordinary share may, under certain circumstances, be subject to information reporting and backup withholding. To avoid backup withholding, each U.S. Holder of our Class A ordinary shares that does not otherwise establish an exemption from backup withholding should furnish, generally on IRS Form W-9, its taxpayer identification number and comply with the applicable certification procedures.

Backup withholding is not an additional tax and amounts withheld will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided the required information is timely furnished to the IRS. U.S. Holders of our Class A ordinary shares should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

Procedures for Effecting Share Consolidation

As soon as practicable after the effective date of the Share Consolidation, the Company’s shareholders will be notified that the Share Consolidation has been effected.

Registered “Book-Entry” Holders of Class A ordinary shares

As all of the issued and outstanding Class A ordinary shares are held in book-entry form, you will not need to take any action to receive post-share consolidation Class A ordinary shares. As soon as practicable after the Effective Time, the Company’s transfer agent will send to your registered address a transmittal letter along with a statement of ownership indicating the number of post-share consolidation Class A ordinary shares you hold.

Beneficial Holders of Class A ordinary shares

Upon the implementation of the Share Consolidation, we intend to treat Class A ordinary shares held by shareholders in “street name” (i.e., through a bank, broker, custodian, or other nominee), in the same manner as registered “book-entry” holders of our Class A ordinary shares. Banks, brokers, custodians or other nominees will be instructed to effect the Share Consolidation for their beneficial holders holding our Class A ordinary shares in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders for processing the Share Consolidation. If a shareholder holds our Class A ordinary shares with a bank, broker, custodian, or other nominee and has any questions in this regard, shareholders are encouraged to contact their bank, broker, custodian, or other nominee.

Certain Risk Factors Associated with the Share Consolidation

A Share Consolidation may negatively impact the market for our Class A ordinary shares.

Factors such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our Class A ordinary shares. As a result, there can be no assurance that the total market capitalization of our Class A ordinary shares after the proposed Share Consolidation will be equal to or greater than the total market capitalization before the proposed Share Consolidation or that the per share market price of our Class A ordinary shares following the Share Consolidation will increase in proportion to the reduction in the number of ordinary shares outstanding before the Share Consolidation. A decline in the market price of our Class A ordinary shares after the Share Consolidation may result in a greater percentage decline than would occur in the absence of the Share Consolidation, and the liquidity of our Class A ordinary shares could be adversely affected following such the Share Consolidation.

In addition, the Share Consolidation may increase the number of shareholders who own odd lots (less than 100 shares), depending on the final ratio. Shareholders who hold odd lots may experience an increase in the cost of selling their shares and may have greater difficulty in effecting sales.

Resolution to be Passed

It is proposed that shareholders pass the following resolution:

IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT:

Votes Required for Approval

Approval of the Share Consolidation Proposal requires the affirmative vote of the holders of a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE SHARE CONSOLIDATION PROPOSAL.

PROPOSAL 8:

A&R M&AA PROPOSAL

The Board believes that, in connection with the Share Consolidation Proposal, it is in the best interests of the Company and the shareholders to, subject to the Share Consolidation(s) being approved and effected, amend the Company’s memorandum and articles of association to reflect the Share Consolidation(s). Accordingly, the Company is hereby soliciting shareholder approval, to consider and approve by way of special resolution that the Company adopt an amended and restated memorandum and articles of association (the “Proposed A&R M&A”) to reflect the revised share capital of the Company upon the effectiveness of each Share Consolidation, in substitution for, and to the exclusion of, the Company’s then existing memorandum and articles of association.

The form of the Proposed A&R M&A is set forth in Annex C to this proxy and is incorporated by reference into this proxy.

If the A&R M&AA Proposal is approved by our shareholders, the Company’s registered office provider shall be instructed to file the Proposed A&R M&A with the Cayman Islands Registrar of Companies and to do and complete all other matters ancillary to such filing as may be necessary or desirable in order to give effect to amendment and restatement of the Company’s memorandum and articles of association in the Cayman Islands.

Resolution to be Passed

It is proposed that shareholders pass the following resolution:

IT IS RESOLVED, AS A SPECIAL RESOLUTION that subject to and immediately following any and each Share Consolidation being effected, the Company adopt amended and restated memorandum and articles of association in substantially the form as set forth in Annex C to the proxy statement in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect changes to the Company’s authorized share capital as a consequence of each such Share Consolidation.

Votes Required

Approval of the A&R M&AA Proposal requires the affirmative vote of the holders of at least two-thirds of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE A&R M&AA PROPOSAL.

PROPOSAL 9:

ELOC PROPOSAL

We are seeking shareholder approval, for purposes of complying with Nasdaq Listing Rule 5635(d), for the issuance of up to $100,000,000 Class A Ordinary Shares (the “ELOC Investor Shares”) pursuant to the purchase agreement, dated July 14, 2025, (the “ELOC Purchase Agreement”) with Atsion Opportunity Fund LLC – Series 1 (“Atsion”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right, but not the obligation, to sell to Atsion the ELOC Investor Shares from time to time over the 36-month term of the Purchase Agreement.

The information set forth in this ELOC Proposal is qualified in its entirety by reference to the full text of the ELOC Purchase Agreement and RRA attached as Exhibit 99.1 and Exhibit 99.2 to our Current Report on Form 6-K filed with the SEC on July 22, 2025. Shareholders are urged to carefully read these documents.

Background

On July 14, 2025, we entered into the ELOC Purchase Agreement with Atsion, pursuant to which the Company has the right, but not the obligation, to sell up to $100,000,000 (which may be increased to $200,000,000 upon mutual agreement by us and Atsion) of our Class A Ordinary Shares, to Atsion, subject to the terms and conditions set forth therein (the “Equity Facility”). In furtherance of the Equity Facility, the Company and Atsion also entered into a related registration rights agreement (the “RRA”) pursuant to which the Company registered for resale on a registration statement on Form S-1 the Class A Ordinary Shares issuable to Atsion pursuant to the Equity Facility (such registration statement, the “Resale Registration Statement”).

Following the effectiveness of the Resale Registration Statement, the Company began utilizing the Equity Facility and selling Class A ordinary shares pursuant to the Equity Facility and may continue to do so until the 36-month anniversary of the effectiveness of the Resale Registration Statement. If the Company elects to sell Class A ordinary shares to Atsion under the Equity Facility, the Company may require Atsion to purchase, on any given trading day, a maximum of $100,000 of Class A ordinary shares, subject to increases up to $250,000 and $500,000 of Class A ordinary shares, subject to certain stock price and volume requirements as described in the ELOC Purchase Agreement (each such purchase, a “Regular Purchase”). If the Company sells the maximum number of shares permitted in a Regular Purchase on a trading day, the Company may sell additional shares to Atsion subject to certain additional stock price and volume considerations.

The purchase price that Atsion is required to pay per Ordinary Share is equal to the lower of: (i) 95% of the TWAP (as such term is defined in the ELOC Purchase Agreement) of the Class A ordinary shares on the Purchase Date from the time of purchase submission to and including market closing on such date, or (ii) 96% of the lowest single day VWAP (as such term is defined in the ELOC Purchase Agreement) for the four consecutive business days ending on the purchase date. Notwithstanding the foregoing, under no circumstances is the Company permitted to deliver a purchase notice to Atsion if the Class A ordinary shares are trading below $1 per share.

The Company has agreed to use 80% of the net proceeds from the Equity Facility toward the purchase of cryptocurrency assets in connection with the Company’s cryptocurrency treasure strategy. The initial crypto assets will only consist of Bitcoin (BTC), Solana (SOL) and SUI, but may consist of other crypto assets at the sole discretion of the Company. The Company will use the remaining 20% of the net proceeds from the Equity Facility for general corporate purposes and working capital at the sole discretion of the Company.

In consideration for entering into the ELOC Purchase Agreement, the Company has agreed to issue Atsion 250,000 Class A ordinary shares (the “Commitment Shares”). If the aggregate value of the Commitment Shares, as determined pursuant to the ELOC Purchase Agreement, is less than $1,000,000, then the Company has agreed to pay Atsion the difference in cash. The Company has also agreed to reimburse Atsion for certain expenses.

In connection with the Equity Facility, the Company engaged R.F. Lafferty & Co., Inc. and IB Capital LLC, an affiliate of I-Bankers Securities Inc. (collectively, the “Agents”), to act as placement agents. The Company has agreed to pay the Agents an upfront fee of $500,000 in cash or in Class A ordinary shares at the Company’s discretion and has also agreed to pay the Agents a fee of 1.25% of the gross proceeds of sales pursuant to the Equity Facility.

On June 4, 2026, the Company and Atsion entered into the into an Amendment No. 1 to the Conditional Waiver of Covenant (the “Amendment 1”) amending the certain provisions of the March 25, 2026 Conditional Waiver of Covenant by and between the Company and Atsion (the “Original Waiver”). The parties had previously entered into the ELOC Purchase Agreement, pursuant to which the Company was prohibited from entering into any variable rate transaction (the “Restriction”). On October 28, 2025, the Company and Atsion entered into a waiver, pursuant to which Atsion agreed to waive the Restriction in relation to an Initial Closing under the PIPE Purchase Agreement. Pursuant to the Original Waiver, Atsion agreed to waive the Restriction in relation to the Second Closing and Third Closing under the PIPE Purchase Agreement. Further the Original Waiver amended the ELOC Purchase Agreement to subjected the Company’s obligation to pay Atsion a commitment fee of $1,000,000 to a payment schedule therein, and if the Company defaults in any of the payments, the entire remaining unpaid balance of the commitment fee shall, at the Atsion’s election, become immediately due and payable, and liquidated damages shall accrue at one percent (1%) of the commitment fee each day. Pursuant to the Amendment 1, if the Company defaults in the payment of commitment fee, 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 1), provided, however, that the number of Default Shares will not exceed 3,000,000 shares. On September 10, 2026, the Company entered into an Amendment No. 2 to the Conditional Waiver of Covenant (the “Amendment 2”) amending the certain provisions of the Original Waiver. Pursuant to the Amendment 2, the parties agreed that the commitment fee payable to Atsion was satisfied in full and Atsion agreed to a full unconditional waiver of the prohibition on the Company from entering into any Variable Rate Transaction (as defined in the ELOC Purchase Agreement) other than with Atsion.

Resolution to be Passed

It is proposed that shareholders pass the following resolution:

IT IS RESOLVED, AS AN ORDINARY RESOLUTION that for the purposes of, and in accordance with, Nasdaq Listing Rule 5635(d), the issuance by the Company of Class A ordinary shares of the Company pursuant to the purchase agreement dated 14 July 2025 (the “ELOC Purchase Agreement”) between the Company and Atsion Opportunity Fund LLC – Series 1 (“Atsion”), under which, upon the terms and subject to the conditions and limitations set out therein, the Company has the right, but not the obligation, to sell to Atsion up to US$100,000,000 in aggregate of the Company’s Class A ordinary shares from time to time over the 36-month term of the ELOC Purchase Agreement, be and is hereby approved.

Nasdaq Shareholder Approval Requirement; Reasons for the ELOC Proposal

Nasdaq Listing Rule 5635(d) requires shareholder approval prior to the issuance of securities in connection with a transaction other than a public offering involving the sale, issuance or potential issuance by us of our Class A ordinary shares (or securities convertible into or exercisable for Class A ordinary shares) equal to 20% or more of the Class A ordinary shares or 20% or more of the voting power outstanding immediately before the issuance.

You are being asked to approve the issuance of the Class A Ordinary Shares in excess of 19.99% of the voting power and number of Class A Ordinary Shares outstanding immediately prior to the ELOC Purchase Agreement in order to provide us with the ability to sell up to the full $100,000,000 of Class A Ordinary Shares under the ELOC Purchase Agreement.

Votes Required for Approval

Approval of the ELOC Proposal requires the affirmative vote of the holders of a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ELOC PROPOSAL.

PROPOSAL 10:

THE ADJOURNMENT PROPOSAL

Overview

If any of the Director Election Proposal, Auditor Ratification Proposal, Third M&AA Ratification Proposal, Authorized Share Capital Proposal, Fourth M&AA Proposal, Share Consolidation Proposal or the A&R M&AA Proposal is not approved by the shareholders, we may put the Adjournment Proposal to a vote. The Adjournment Proposal, if adopted, will allow our Board to adjourn the Annual Meeting to a later date or dates, or indefinitely, to permit further solicitation of proxies.

Resolution to be Passed

It is proposed that shareholders pass the following resolution:

IT IS RESOLVED, AS AN ORDINARY RESOLUTION to adjourn the Annual Meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, to permit further solicitation and vote of proxies if, at the time of the Annual Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.

Votes Required

Approval of the Adjournment Proposal, if presented, requires the affirmative vote of the holders of a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting, or any adjournment thereof. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL, IF PRESENTED.

HOUSEHOLDING

We have adopted a procedure approved by the SEC called “householding,” by which certain shareholders who do not participate in electronic delivery of proxy materials but who have the same address and appear to be members of the same family receive only one copy of our Annual Report, proxy statement and shareholder letter. Each shareholder participating in householding continues to receive a separate proxy card. Householding reduces both the environmental impact of our Annual Meetings and our mailing and printing expenses.

If you or another shareholder with whom you share an address currently receive multiple copies of our Annual Report, proxy statement, and/or shareholder letter, or if you hold shares in more than one account, but would like to receive only a single copy of materials for your household, then please contact your broker or us. You can make a request by contacting our Chief Executive Officer, by calling (800) 418-5160 or by mail at 609 Deep Valley Drive, Suite 200, Rolling Hills, CA 90274. If you currently participate in householding and would prefer to receive separate copies of materials for the Annual Meeting, then please contact us in the manner described above and you will receive additional copies, free of charge and promptly upon receipt of your request.

ADDITIONAL INFORMATION

We file period and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at www.sec.gov.

This Proxy Statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this proxy statement. Information and statements contained in this Proxy Statement are qualified in all respects by reference to the copy of the relevant contract or other document.

You may obtain additional copies of this Proxy Statement, at no cost, and you may ask any questions you may have about the Proposals, by contacting the Solicitation Agent at:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Attn: Karen Smith

Toll Free Telephone: (877) 870-8565

Main Telephone: (206) 870-8565

E-mail: [email protected]

You may also contact us at the following address or telephone number:

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274

Telephone: (800) 418-5160

In order to receive timely delivery of the documents in advance of the Annual Meeting, you must make your request for information no later than September 28, 2026.

NEXT YEAR’S ANNUAL MEETING

Shareholder Proposals for Inclusion in the Proxy Materials for the 2027 Annual Meeting of Shareholders

Shareholder proposals (other than director nominations) that are submitted for inclusion in our proxy statement for our annual meeting of shareholders to be held in 2027 must follow the procedures and requirements of the federal securities laws, including Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be timely, such proposals must be received by us at our principal executive office no later than May 12, 2027. Any notice of a shareholder proposal must also satisfy the timing and content requirements of our amended and restated articles of association, then in effect, in respect of a shareholders’ requisition. All such proposals must comply with all of the requirements of Rule 14a-8 under the Exchange Act, regarding the inclusion of the shareholder proposals in company-sponsored proxy materials.

Director Nominations by a Shareholder Intending to Solicit Proxies for the 2027 Annual Meeting of Shareholders

In addition to satisfying all the requirements under the Company’s amended and restated articles of association, then in effect, to comply with the SEC’s universal proxy rules for the Company’s 2027 annual shareholder meeting, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth all of the information required by Rule 14a-19 under the Exchange Act not later than July 11, 2027; provided that the date of the meeting has not changed by more than 30 calendar days. If such meeting date is changed by more than 30 days, then the relevant information must be received by the Company the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the annual meeting is first made by the Company. If the shareholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such shareholder proposal or nomination. To make a submission or to request a copy of our amended and restated amended and restated articles of association, then in effect, shareholders should contact our Chief Executive Officer.

General Requirements

Any proposal must be delivered to, or mailed and received by, the Company’s Chief Executive Officer at the principal executive offices of the Company, in writing and in proper form, and must set forth the information required by the Company’s amended and restated articles of association, then in effect, and applicable requirements under the Exchange Act rules described above. Any adjournment or postponement of an annual meeting for which notice or a public announcement has been given or made shall not commence a new time period (or extend any time period) for the giving of any shareholder’s notice as described in this section entitled “Next Year’s Annual Meeting.”

OTHER MATTERS

The Board knows of no other matters which may be brought before the Annual Meeting. If any other matters are presented at the Annual Meeting on which a vote may properly be taken, the persons named as proxy holders will vote thereon in accordance with their best judgment.

Annex A

Companies Act (Revised)

Company Limited by Shares

(Adopted by special resolution passed on 21 May 2026 and effective from 31 July 2026)

Companies Act (Revised)

Company Limited by Shares

Third Amended and Restated

Memorandum of Association

Of

OFA Group

(Adopted by special resolution passed on 21 May 2026 and effective from 31 July 2026)

Subject to the Companies Act and the Articles, the board of directors shall have power to redeem or purchase any of the Company’s Shares and to increase or reduce its authorized share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the board of directors hereinbefore provided.

Companies Act (Revised)

Company Limited By Shares

(Adopted by special resolution passed on 21 May 2026 and effective from 31 July 2026)

Contents

Companies Act (Revised)

Company Limited by Shares

Third Amended and Restated

Articles of Association

of

OFA Group

(Adopted by special resolution passed on 21 May 2026 and effective from 31 July 2026)

Definitions

Act means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;

Articles means, as appropriate:

and Article refers to a particular article of these Articles;

Auditors means the auditor or auditors for the time being of the Company;

Board means the board of Directors from time to time;

Board Resolution means (a) a resolution approved at a duly convened and constituted meeting of the Directors by an affirmative vote of a majority of the Directors present at the meeting who voted on the matter, or (b) a written resolution of the Directors passed in accordance with Article 18.14.

Business Day means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;

Cayman Islands means the British Overseas Territory of the Cayman Islands;

Class or Classes mean any class or classes of Shares as may from time to time be issued by the Company;

Class A Ordinary Share means the class A ordinary shares of US$0.01 par value each of the Company, which have the rights set forth in these Articles;

Class B Ordinary Share means the class B ordinary shares of US$0.001 par value each of the Company, which have the rights set forth in these Articles;

Clear Days, in relation to a period of notice, means that period of calendar days excluding:

Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

Company means the above-named company;

Default Rate means ten per cent per annum;

Designated Stock Exchanges means the NASDAQ Capital Market in the United States of America for so long as any class of the Company’s Shares are there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading;

Designated Stock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchanges;

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Electronic Communication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other;

Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Fully Paid Up means:

General Meeting means a general meeting of the Company duly constituted in accordance with the Articles;

Independent Director means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board by Board Resolution;

Member means any person or persons entered on the register of Members from time to time as the holder of a Share;

Memorandum means the memorandum of association of the Company as amended from time to time;

month means a calendar month;

Officer means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

Ordinary Resolution means a resolution of a General Meeting passed by a simple majority of the votes by Members who (being entitled to do so) vote in person or by proxy or, in the case of corporation, by their duly authorised representatives, at that meeting. The expression includes a written resolution signed by the requisite majority in accordance with Article 11.14;

Partly Paid Up means:

Register of Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch or duplicate register of the Members;

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Share means a share in the capital of the Company and the expression:

all references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require.

Special Resolution means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes by Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution signed by all Members entitled to vote at such meeting;

Treasury Shares means Shares held in treasury pursuant to the Act and Article 2.15; and

U.S. Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; and

Virtual Meeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Electronic Communication Facilities.

Interpretation

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

Exclusion of Table A Articles

Power to issue Shares and options, with or without special rights

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.

Power to issue fractions of a Share

Power to pay commissions and brokerage fees

for any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.

Trusts not recognised

Security interests

Rights of Shares

Power to vary class rights

For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes.

Effect of new Share issue on existing class rights

No bearer Shares or warrants

Treasury Shares

Rights attaching to Treasury Shares and related matters

Register of Members

Annual Return

Issue of share certificates

Renewal of lost or damaged share certificates

as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

Nature and scope of lien

Company may sell Shares to satisfy lien

and Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.

Authority to execute instrument of transfer

Consequences of sale of Shares to satisfy lien

Application of proceeds of sale

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.

Power to make calls and effect of calls

Time when call made

Liability of joint holders

Interest on unpaid calls

The Directors may waive payment of the interest wholly or in part.

Deemed calls

Power to accept early payment

Power to make different arrangements at time of issue of Shares

Notice of default

Forfeiture or surrender of Shares

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

Effect of forfeiture or surrender on former Member

The Directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

Form of Transfer

Power to refuse registration for Shares not listed on a Designated Stock Exchange

Suspension of transfers

Company may retain instrument of transfer

Notice of refusal to register

Persons entitled on death of a Member

Registration of transfer of a Share following death or bankruptcy

Indemnity

Rights of person entitled to a Share following death or bankruptcy

Increasing, consolidating, converting, dividing and cancelling share capital

Dealing with fractions resulting from consolidation of Shares

Reducing share capital

Power to issue redeemable Shares and to purchase own Shares

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Power to pay for redemption or purchase in cash or in specie

Effect of redemption or purchase of a Share

No conversion rights

Annual and extraordinary general meetings

Power to call meetings

Content of notice

Period of notice

Persons entitled to receive notice

Accidental omission to give notice or non-receipt of notice