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]

Core Insights - OFA Group is integrating its four collaborative business platforms and plans to conduct share buybacks when appropriate [1][2] - The company's share price has temporarily fallen below USD 1.00 due to broader market conditions, but management believes this does not reflect its intrinsic value [2] - OFA Group is focused on strategic acquisitions to enhance its real estate and financial services capabilities [5][6] Business Platforms - **Architectural Design and Project Management**: OFA Group offers comprehensive services from design to on-site supervision, utilizing a network of professionals and digital workflows to improve efficiency and reduce costs [4] - **Acquisitions**: The company is finalizing contracts to acquire Aspire Home and RateDNA, which will enhance its vertically integrated property ecosystem [5][6] - **AI-Driven Construction Technology**: OFA has developed the QikBIM system, which integrates various design and analysis functions, with full commercial deployment expected in Q1 2026 [7] - **Real-Estate Development**: A dedicated division focuses on acquiring and enhancing real estate assets, ensuring long-term revenue growth [8] - **Digital Asset Platform**: OFA is co-developing a Real-World Asset digital platform with BAF, aimed at tokenizing real estate assets for better market access [10][11] Financial Developments - OFA Group has secured $100 million in ELOC and $50 million in PIPE financing to accelerate growth across its platforms [9][11]

Core Points - OFA Group will hold its Annual Shareholders' Meeting on November 5, 2025, to vote on three major strategic resolutions that are crucial for the company's capital strategy, technological development, and governance structure [1] Group 1: Digital Asset Treasury (DAT) - The proposal to establish a Digital Asset Treasury (DAT) aims to strengthen the company's core competitiveness in AI, Web3, and Real-World Assets (RWA) with an initial capital commitment of at least USD 100 million [2] - The DAT is expected to grow through phased expansion to a potential scale of up to USD 10 billion, focusing on integrating AI and Web3 technologies into real-world asset digitization and blockchain-based trading [3] Group 2: PIPE Financing - OFA Group has secured USD 50 million in PIPE (Private Investment in Public Equity) financing, fully subscribed by all three founding shareholders, indicating strong confidence in the company's strategic direction [4] - The proceeds from this financing will enhance the company's capital foundation and reflect trust from institutional investors and core stakeholders [5] Group 3: Class B Super Voting Shares - The company will propose the issuance of Class B Super Voting Shares to founding shareholders to ensure long-term strategic alignment and governance stability during the next growth phase [6] - This initiative is seen as a defining moment for the company, enhancing capital strength, technology platforms, and governance models [7] Group 4: Company Overview - OFA Group is focused on integrating AI, Web3, and RWA strategies to redefine value creation in the global digital economy through capital deployment, technology platforms, and strategic acquisitions [8]

Core Insights - OFA Group is set to launch PlanAid, an AI application aimed at assisting architects and construction professionals in ensuring compliance with local building codes by the end of October 2025 [1][2] - The application utilizes advanced natural-language processing and machine-learning algorithms to provide real-time analysis of building designs, significantly reducing time spent on compliance checks [2][3] - The beta testing phase will involve selected architectural firms and construction professionals to gather feedback for refining the platform before its commercial release in early 2026 [3][4] Company Overview - OFA Group is a multidisciplinary design and development enterprise based in Los Angeles, with operations in Asia and North America, focusing on architectural excellence and sustainable innovation [5] - The company aims to integrate advanced technology into the architecture and construction sectors, enhancing precision, sustainability, and efficiency throughout the construction lifecycle [4][5]

As filed with the U.S. Securities and Exchange Commission on September 26, 2025. Registration No. 333-289618 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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 Industrial Classification Code Number) ...

Core Insights - OFA Group, Inc. has signed a strategic cooperation agreement with Blockchain App Factory to develop a Real Estate Equity and Mortgage Assets RWA platform, expected to launch in four months [1][2][4] - The platform aims to tokenize, fractionalize, and securely trade real estate equity and mortgage-backed assets using AI and Web3 technology, enhancing risk assessment and investor decision-making [3][6][9] Company Overview - OFA Group provides architectural services and is focused on leveraging AI technologies to enhance its design services, aiming for innovation and efficiency [7] - The company is committed to creating a regulated, blockchain-enabled marketplace for real estate assets, combining traditional securities frameworks with blockchain efficiency [4][5] Strategic Initiatives - The integration of AI and Web3 technology is designed to create a transparent and decentralized ecosystem for real estate assets, supported by a US$100 million diversified cryptocurrency treasury [5][6] - The platform will feature institutional-grade onboarding with KYC/AML compliance, AI-powered valuation, and a Web3-enabled trading infrastructure for secure transactions [9][10] Market Positioning - OFA's initiative reflects a commitment to innovation and sustainable growth in the digital asset economy, aiming to reshape the financial landscape through strategic partnerships and advanced technologies [6][11] - The long-term roadmap includes global investor access and scalable tokenization opportunities, enhancing liquidity and fractional ownership in real estate [10]

Core Insights - OFA Group has launched QikBIM, an AI-driven architectural design platform, now open for registration and pilot testing by architectural firms globally [1][2] - The launch signifies a major milestone for OFA, with the platform ready for functional pilot testing [2][3] - QikBIM aims to redefine traditional Building Information Modeling (BIM) processes, significantly reducing time and labor costs in architectural design [4][5] Company Overview - OFA Group specializes in AI-driven architectural technologies and provides comprehensive architectural services through its subsidiary, Office for Fine Architecture Limited [6] - The company is committed to innovation, efficiency, and scalability, integrating cutting-edge AI with human expertise to enhance architectural design services [6] Product Details - QikBIM generates BIM models directly from basic building plans and key parameters, streamlining workflows and minimizing human errors [4][5] - The platform allows firms to transition from concept to BIM-ready models more rapidly, setting a new standard for innovation in the industry [5]