Corporate ActionJun 8, 2026, 06:01 AM
OFA Group Amends Waiver: $1M Fee Converts to Shares on Default
AI Summary
OFA Group has amended its conditional waiver with Atsion Opportunity Fund LLC, modifying the terms of a $1,000,000 commitment fee. The amendment stipulates that if OFA Group defaults on paying the commitment fee, the remaining unpaid balance will be converted into Class A ordinary shares. This conversion is capped at 3,000,000 shares, with the conversion price based on the volume-weighted average price of the company's Class A ordinary shares.
Key Highlights
- OFA Group entered Amendment No. 1 to the Conditional Waiver of Covenant with Atsion Opportunity Fund LLC on June 4, 2026.
- The amendment modifies the Original Waiver from March 25, 2026, which covered second and third closings of a PIPE.
- The Original Waiver amended the Atsion Purchase Agreement (July 14, 2025) regarding a $1,000,000 commitment fee.
- If OFA Group defaults on the commitment fee, the unpaid balance will convert into Class A ordinary shares.
- The conversion price will be the volume-weighted average price of Class A ordinary shares on the day prior to the Share Transfer Date.
- The number of Default Shares is capped at 3,000,000 Class A ordinary shares.
- The issuance of these Default Shares is exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
Price Impact
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