As filed with the U.S. Securities and Exchange Commission on December 31, 2025. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OFA Group Not Applicable (Translation of Registrant's name into English) Cayman Islands 8711 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer (Exact name of Registrant ...

As filed with the U.S. Securities and Exchange Commission on December 30, 2025. Registration No. 333-289618 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cayman Islands 8711 Not Applicable OFA Group (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Indus ...

Los Angeles, CA, Dec. 30, 2025 (GLOBE NEWSWIRE) -- OFA Group (NASDAQ: OFAL) (“OFA” or the “Company”), today announced the successful completion of application testing for its next-generation intelligent building platform QikBIM, along with continued smooth progress in testing its Real-World Asset (RWA) platform, confirming key commercial launch milestones scheduled for early 2026. Following comprehensive application and performance validation, QikBIM has successfully passed all internal testing requirement ...

Core Insights - OFA Group's subsidiary, Hearth Labs, has entered the beta testing phase of its real-world asset launchpad platform, marking a significant step in the company's digital-asset and blockchain strategy [1][2] Group 1: Beta Testing Phase - The beta phase aims to validate the core functionalities of the Hearth Labs launchpad, including smart-contract deployment, asset onboarding workflows, and systems for managing tokenized real-world assets [2] - Testing is being conducted with a limited group of internal users and strategic participants to assess performance, security, and operational readiness [2] Group 2: Future Plans - Following beta testing, OFA Group plans a full rollout of the Hearth Labs launchpad, with a comprehensive white paper and project overview expected to be released in 30-45 days [3] - The upcoming materials will detail the technical architecture, issuance mechanics, compliance framework, and roadmap for future real-world asset initiatives [3] Group 3: Platform Purpose - The Hearth Labs launchpad is designed to provide a structured and compliant entry point for real-world assets into blockchain ecosystems [4] - The platform aims to support OFA-originated and affiliated real-world asset projects by offering standardized tools for token issuance, governance, and transparency [4] - OFA Group believes this launchpad approach will create a scalable foundation for expanding its real-world asset strategy over time [4] Group 4: Company Overview - OFA Group (NASDAQ: OFAL) is a diversified company focused on architecture, technology, and digital-asset infrastructure, with interests in AI-powered design systems and real-world asset tokenization [6] - Hearth Labs, Inc. develops an end-to-end RWA tokenization platform aimed at modernizing the origination, structuring, issuance, and management of real-estate-backed and income-generating assets on-chain [7]

Los Angeles, CA, Dec. 17, 2025 (GLOBE NEWSWIRE) -- OFA Group ("OFA", the "Company", or "we") (NASDAQ: OFAL), today announced that the Company had received a notification letter (the "Notification Letter") dated December 11, 2025 from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq"), notifying the Company that it is currently not in compliance with the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2). It resulted from the fact that the closing bid pr ...

Los Angeles, CA, Dec. 11, 2025 (GLOBE NEWSWIRE) -- OFA Group (NASDAQ: OFAL) (“OFA” or the “Company”), a global architecture, technology, and digital-asset infrastructure company, today announced that shareholders approved all proposals presented at the Company’s Extraordinary General Meeting of Shareholders (“EGM”), which was held virtually on November 24, 2025, at 5:00 p.m. Eastern Time. The strong shareholder support reflects continued confidence in OFA Group’s long-term strategic vision and growth initia ...

Core Insights - OFA Group's real-world-asset platform, Hearth, is on track for a full release by late 2025 or early Q1 2026, designed to tokenize and manage income-producing assets on a blockchain-native infrastructure [1][7] - The platform will support various digital asset structures and is engineered for both internal and external issuers, ensuring a standardized and compliant process for asset tokenization [2][5] Development Progress - Hearth Labs is finalizing the smart-contract deployment layer, which includes issuance contracts, compliance, and asset lifecycle management, currently undergoing an independent audit for security and reliability [3][6] - The platform's foundational contracts are responsible for token minting, asset-level controls, and reporting, with security auditing as the final step before beta testing [4][6] Market Positioning - CEO Larry Wong highlighted Hearth's role in modernizing financial infrastructure by integrating valuation, compliance, and lifecycle management, aiming for broad participation from institutions and investors [4] - COO Thomas Gaffney noted that Hearth is designed to support both OFA and external partners, with plans to accept proposals for tokenizing various real-world assets upon launch [5][7] Future Outlook - Closed beta testing is expected in Q4 2025, with a public rollout targeted for late 2025 to early Q1 2026, and OFA Asset Management plans to issue its first RWA products shortly after the platform goes live [7]

Group 1 - OFA Group has rescheduled its Extraordinary General Meeting of Shareholders to November 24, 2025, at 5:00 p.m. Eastern Time [1] - The meeting will be held virtually, with updated proxy materials to be provided to shareholders [2][3] - Shareholders will vote on five key matters, including an increase in authorized share capital and the issuance of Class B Ordinary Shares [6] Group 2 - OFA Group is a diversified company focused on architecture, technology, and digital-asset infrastructure, with operations in AI-powered design systems and real-world asset tokenization [4]

Core Insights - OFA Group has announced the initial closing of a PIPE financing of up to $50 million, led by Greentree Financial Group and TriCore Foundation, with R.F. Lafferty & Co. as the exclusive placement agent [1][4] Company Overview - OFA Group is a global design and technology firm that integrates artificial intelligence, digital asset infrastructure, and real-world architecture, headquartered in Los Angeles with operations in Asia and North America [7] Investment Details - The PIPE financing will involve the purchase of newly created Series A Convertible Preferred Shares, pending approval from the Company's stockholders [3] - Proceeds from the financing will be allocated to fund ongoing operations, expand proprietary AI tools, develop the Real World Asset platform through Hearth Labs, and complete architectural and technology projects in North America and Asia [3][4] Strategic Importance - This financing is a key component of OFA's capital markets strategy aimed at expanding access to institutional investors and strengthening the balance sheet ahead of growth initiatives [4] - The funds will support the execution of a multi-year strategic roadmap that includes integrating advanced AI models into architectural design and developing blockchain infrastructure for tokenized real-world assets [4][5] Leadership Commitment - The participation of TriCore, established by the Company's founders, indicates strong alignment between leadership and shareholders, reaffirming their commitment to the Company's strategic vision [2]

Group 1 - The Company has announced a share repurchase program authorizing the buyback of up to $2 million of its outstanding shares from the open market [1] - The Board believes the program reflects confidence in the Company's long-term business outlook and financial strength, as well as a commitment to enhancing shareholder value [2] - The Company may modify, suspend, or terminate the program at its discretion based on market and business conditions [2] Group 2 - OFAL is a technology-driven real estate and architectural-innovation company that integrates design, AI, asset management, and digital finance into a unified ecosystem [3] - The Company aims to redefine how physical and digital assets coexist in the new era of intelligent construction and decentralized finance through strategic acquisitions and proprietary platform development [3]