Core Insights - OFA Group's Hearth platform has successfully transitioned from development to active production, managing real estate and mortgage assets [1][3] - The global capital markets are increasingly moving towards tokenized securities, with OFA Group positioning Hearth as a key player in this shift [2][11] Group 1: Hearth's Functionality and Deployment - Hearth is a non-custodial infrastructure platform designed for the digitization and management of institutional real estate and mortgage assets, without acting as an issuer or broker [5][12] - The platform supports the digital representation and governance of real estate equity assets, lifecycle management of mortgage exposures, and synchronization of on-chain and off-chain data [6][8] - Hearth's deployment marks its evolution into a live infrastructure system managing real assets and cash flows [3][4] Group 2: Market Position and Future Plans - OFA Group believes that real estate and mortgage-backed assets are leading the adoption of real-world asset (RWA) digitization due to their structural characteristics [4][9] - The company plans to expand Hearth's support to third-party real estate sponsors and institutional originators, ensuring scalability for broader institutional adoption [10] - Hearth's commercial model is based on a technical service fee of approximately 1.5% of the total RWA supported for each client, which is expected to generate recurring revenue [12] Group 3: Industry Context and Governance - As global exchanges explore tokenized securities, OFA Group anticipates a structural division in capital markets, requiring real estate and mortgage assets to achieve digital readiness before engaging with secondary markets [9][11] - The long-term value of RWAs is seen in durable cash flows and institutional-grade governance rather than transaction velocity [11][15]

Core Insights - OFA Group clarifies the scope and functionality of its Hearth platform, emphasizing its role as a non-custodial technology infrastructure for digital record-keeping and workflow coordination related to real-world assets [1][2]. Platform Nature - Hearth is operated by Hearth Labs, Inc., a wholly owned subsidiary of OFA Group, and is designed exclusively as a non-custodial, technology-only infrastructure platform [3]. Platform Functionality - At launch, Hearth's functionality is limited to technology services, with all asset ownership, financing, issuance, and investor engagement activities occurring outside the Hearth platform [5]. Relationship to OFA-Affiliated Assets - OFA-affiliated entities may use Hearth solely as a technology tool for internal data coordination and record-keeping, without implying any issuance or marketing of securities [6]. Tokenization Clarification - Digital tokens generated through Hearth function solely as non-fungible tokens (NFTs) for record-referencing and audit-support purposes [7]. Restrictions on Platform Operations - Hearth does not hold, custody, or control funds or assets, nor does it act as an issuer, distributor, or broker [8]. - The platform does not represent securities or financial instruments and is not designed for secondary trading or speculative use [9]. Forward Platform Development - OFA Group is evaluating potential future enhancements to Hearth strictly within a technology-infrastructure framework, with no current plans for secondary trading or investor-facing marketplace functionality [10]. Strategic Context - Hearth is part of OFA Group's initiative to modernize internal systems and digital infrastructure, aimed at enhancing transparency and operational coordination across asset lifecycles without engaging in regulated financial activities [11].

Core Insights - OFA Group has officially launched Hearth, a real-world asset tokenization platform, through its subsidiary Hearth Labs, Inc. on January 26, 2026 [1] - Hearth aims to bridge traditional asset structures with blockchain technology, enhancing transparency, programmability, and market accessibility while ensuring institutional-grade controls [2] Platform Functionality at Launch - At launch, Hearth serves as a primary distribution platform for tokenized real-world asset products from OFA Group and its affiliated entities [3] - The platform is designed to be modular and extensible, with future capabilities expected to be introduced as regulatory and technical conditions allow [3] Near-Term Asset Pipeline - OFA Group plans to onboard significant development assets onto the Hearth platform, sourced from its existing pipeline and strategic partners, indicating a major expansion of initial offerings [4] Strategic Milestone - The launch of Hearth is a key part of OFA Group's digital transformation strategy, integrating architecture, asset development, and emerging financial technologies [5] - Hearth is intended to support various asset classes, including real estate and infrastructure, focusing on long-duration, capital-intensive projects [5] Management Perspective - OFA Group management believes that real-world assets will increasingly transition to programmable financial systems, with Hearth designed to align disciplined asset origination with modern digital distribution [6] Platform Features - Hearth supports project-specific issuance structures, investor onboarding for primary issuances, compliant workflows, and secondary trading functionality [7] - The platform will evolve with additional features, integrations, and asset offerings following its launch [8]

Core Insights - OFA Group has officially launched QikBIM, an AI-powered platform aimed at automating Building Information Modeling (BIM) production in the architecture, engineering, and construction (AEC) sector [1][2] Group 1: Challenges in the AEC Industry - BIM model production is currently one of the most labor-intensive and costly components of the AEC workflow, leading to long turnaround times and increased outsourcing costs [3] - The industry faces structural inefficiencies in BIM production, necessitating a fundamentally different production model rather than incremental productivity gains [4] Group 2: QikBIM Features and Benefits - QikBIM automates the conversion of 2D design drawings into coordinated, multi-discipline BIM models, significantly compressing production timelines from weeks or months to hours [5][8] - The platform includes capabilities such as automated generation of architectural, structural, and MEP BIM models, output in production-ready formats, and built-in cross-discipline coordination logic [7] - QikBIM reduces reliance on manual modeling and external outsourcing, improving predictability in coordination and delivery while lowering rework risks [8] Group 3: Strategic Importance and Market Outlook - OFA Group positions QikBIM as core digital infrastructure for next-generation AEC workflows, enabling teams to focus on higher-value tasks while scaling production capacity without proportional increases in headcount [9][10] - The North American AEC market is experiencing skilled labor shortages and rising costs, with AI-enabled automation platforms like QikBIM expected to transform BIM into a scalable production capability [11]

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 ...

Core Insights - OFA Group has successfully completed application testing for its next-generation intelligent building platform QikBIM, with commercial launch milestones set for early 2026 [1][2] - The QikBIM platform is expected to be a core technology pillar for OFA's future operations, supporting long-term revenue growth [2][3] - The RWA platform is also progressing well, with an official launch scheduled for January 26, 2026, aimed at enabling compliant, data-driven digital representation of real-estate assets [6][8] QikBIM Platform - QikBIM is a cloud-based intelligent building platform designed to support the full lifecycle of architectural and real-estate assets through high-precision data modeling and artificial intelligence [3] - The platform has passed all internal testing requirements for architectural and structural functions and is set to enter commercial operation on January 15, 2026 [2][3] - QikBIM serves as a "technical truth engine," transforming design and construction data into verifiable, finance-ready facts, enhancing investor trust and compliance [5] RWA Platform - The RWA platform is designed to digitally represent real-estate assets with enhanced transparency and financial functionality, with testing progressing smoothly [4][6] - The integration of AI valuation capabilities from QikBIM into the RWA platform enhances its functionality and supports secondary market liquidity [5] - The official launch of the RWA platform is a significant milestone in OFA's strategy to expand global market access through technology innovation [6][8] Leadership Statement - Larry Wong, CEO of OFA Group, emphasized the company's ability to execute complex technology initiatives, highlighting the completion of a sustainable and scalable foundational platform [7]

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]

Core Viewpoint - OFA Group has received a notification from Nasdaq regarding non-compliance with the minimum bid price requirement, as its ordinary shares traded below $1.00 for 30 consecutive business days [1][2]. Compliance Status - The Company has a compliance period of 180 calendar days, until June 9, 2026, to regain compliance with the minimum bid price requirement [3]. - If the closing bid price reaches at least $1.00 for a minimum of 10 consecutive business days during this period, Nasdaq will confirm compliance [3]. Additional Grace Period - Should the Company fail to regain compliance by June 9, 2026, it may be eligible for an additional 180-day grace period, provided it meets other listing requirements [4]. Company Overview - OFA Group, through its subsidiary Office for Fine Architecture Limited, offers comprehensive architectural services, including design and fit-out services for commercial and residential buildings [5]. - The Company is focused on leveraging architectural design expertise and developing proprietary AI technologies to enhance its services [5].

Core Viewpoint - OFA Group has received strong shareholder support for its strategic vision and growth initiatives, as evidenced by the approval of all proposals at the Extraordinary General Meeting of Shareholders [2][3]. Group 1: Shareholder Meeting Outcomes - Shareholders approved several key proposals aimed at enhancing the Company's financial flexibility and supporting future expansion [2]. - The approved proposals include an increase in authorized share capital, re-designation of share classes, adoption of the Second Amended and Restated Memorandum and Articles of Association, issuance of Class B Ordinary Shares, approval of Series A Convertible Preferred Share Financing and related PIPE transaction documents, and establishment of a Digital Asset Treasury [7]. Group 2: Strategic Focus Areas - The approvals position OFA Group to advance its core focus areas, which include AI-powered design systems, real-world asset tokenization, and next-generation financial and digital-asset infrastructure [2]. - The enhanced capital structure is expected to support strategic investments, operational scalability, and long-term value creation [2]. Group 3: Management Commentary - Management highlighted that the successful outcome of the EGM marks a significant milestone for the Company, providing a strong foundation for executing its growth strategy in rapidly evolving technology and digital asset markets [3].