OFA Group amends Atsion waiver, risking up to 3M shares if it defaults on $1M fee

Filed June 8, 2026 · Period ending June 4, 2026 · ~1 min read

Key Changes

• high

  If OFA defaults on any commitment fee payment to Atsion, the unpaid balance converts to Class A shares at prior-day market price, capped at 3 million shares—potentially diluting existing shareholders by up to 10-15% depending on share price.

  Item 1.01: Waiver Amendment view on EDGAR →
• high

  Default also triggers immediate acceleration of the full $1M commitment fee balance plus 1% daily liquidated damages—$10,000 per day—creating severe cash pressure if payments are missed.

  Item 1.01: Default Terms view on EDGAR →
• medium

  The amendment modifies a March 2026 waiver related to restrictions on variable-rate transactions tied to PIPE closings, allowing OFA to proceed with second and third closings of a private investment.

  Item 1.01: Amendment Background view on EDGAR →