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]

Group 1 - OFA Group has entered into a binding Letter of Intent with Next Investments LLC to establish a joint venture for developing a senior care facility, which is part of OFA's strategy to expand into asset-backed real estate [1][2] - The joint venture aims to combine OFA's financial and architectural expertise with Next's operational capabilities, creating a scalable model in the senior care sector driven by demographic trends [2][3] - OFA will provide capital investment and architectural services, while Next will contribute the property and manage the facility post-development [2][3] Group 2 - The initiative aligns with OFA's broader growth plan to diversify into asset management and real estate verticals, including senior care, crypto-enabled lending, and property technology [2] - OFA Group specializes in innovative, sustainable architectural solutions and has expertise in senior care infrastructure development [4]

Core Insights - OFA Group has launched a Digital Asset Strategy to enhance efficiency in senior housing development and mortgage transactions through blockchain technology and tokenization [1][2] - The initiative aims to streamline real estate and financing workflows, enabling faster, more secure, and transparent transactions [2][5] Digital Asset Strategy Overview - The strategy builds on OFA's existing $100 million digital asset treasury initiative, expanding into blockchain-enabled real estate operations [3] - It creates multiple value streams through operational efficiency, enhanced investor accessibility, and treasury diversification [3][5] Application Areas - **Senior Housing Projects**: Tokenization of project equity and debt instruments to broaden investor participation and enhance funding flexibility for senior living facilities [3] - **Mortgage Transactions**: Implementation of blockchain-based mortgage record-keeping and settlement to increase transaction speed and transparency while reducing costs [4][5] Technological Integration - The strategy leverages OFA's proprietary AI tools, such as PlanAid, to create integrated digital workflows from architectural design to financing settlement [6] - This end-to-end digital integration aims to deliver comprehensive senior housing solutions with improved speed, transparency, and cost efficiency [6] Industry Positioning - OFA's approach aligns with global proptech trends and sets a new standard for secure, tech-enabled real estate operations in the senior housing market [7]

As filed with the U.S. Securities and Exchange Commission on August 14, 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 (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) Cayman Islands 8711 Not Applicable (Primary Standard Industrial Classification Co ...

Revenue Performance - The company's revenue decreased by $328,599, or 61.93%, from $530,606 for the year ended March 31, 2024, to $202,007 for the year ended March 31, 2025, primarily due to a decline in customer demand for services [350]. - Revenue from design and fit-out services decreased by $329,742, or 77.19%, from $427,182 for the year ended March 31, 2024, to $97,440 for the year ended March 31, 2025 [352]. - Revenue from commercial projects decreased by $46,128, or 36.41%, from $126,697 for the year ended March 31, 2024, to $80,569 for the year ended March 31, 2025 [354]. - Revenue from residential projects decreased by $308,125, or 80.52%, from $382,688 for the year ended March 31, 2024, to $74,563 for the year ended March 31, 2025 [357]. - Revenue from industrial projects increased by $20,977, or 124.30%, from $16,876 for the year ended March 31, 2024, to $37,853 for the year ended March 31, 2025 [355]. Operating Expenses and Losses - Total operating expenses increased by $513,565, or 195.81%, from $262,281 for the year ended March 31, 2024, to $775,846 for the year ended March 31, 2025 [348]. - Loss from operations increased by $599,876, or 686.84%, from a loss of $87,339 for the year ended March 31, 2024, to a loss of $687,215 for the year ended March 31, 2025 [348]. - Operating expenses increased by $513,565, or 195.81%, from $262,281 for the year ended March 31, 2024, to $775,846 for the year ended March 31, 2025, mainly due to ongoing expenses from the U.S. office [368]. - Net loss reported was $714,680 for the year ended March 31, 2025, compared to a net loss of $93,197 for the year ended March 31, 2024 [376]. Profitability Metrics - Total gross profit decreased by $86,311 or 49.34%, from $174,942 for the year ended March 31, 2024, to $88,631 for the year ended March 31, 2025, driven by a decrease in revenue [361]. - Gross profit margin increased by 10.91% from 32.97% for the year ended March 31, 2024, to 43.88% for the year ended March 31, 2025, attributed to a shift in project mix towards higher-margin services [361]. - Gross profit from commercial projects increased by $5,042, or 11.56%, from $43,620 for the year ended March 31, 2024, to $48,662 for the year ended March 31, 2025 [363]. Cash Flow and Financing - Cash balance decreased to $31,950 as of March 31, 2025, down from $268,160 as of March 31, 2024 [379]. - The company had outstanding bank borrowings of $473,566 as of March 31, 2025, with an annual effective interest rate of 3.000% [380]. - Net cash used in operating activities for the year ended March 31, 2025, was $256,215, compared to $239,111 for the year ended March 31, 2024, primarily due to a net loss of $714,680 [384][385]. - Net cash provided by financing activities was $472,477 for the year ended March 31, 2024, attributed to a 10-year term loan from HSBC [386]. - The Company reported a net increase in cash and restricted cash of $31,950 at the end of the period, down from $268,160 at the beginning [384]. Future Outlook and Strategic Initiatives - The company plans to support future operations primarily from cash generated from operations and initial public offering proceeds [378]. - The Company completed its initial public offering after March 31, 2025, significantly strengthening its capital base and liquidity position [383]. - The Company remains cautiously optimistic about medium-term outlook due to new residential contracts signed in February 2025 and increased client engagement in Q1 FY 2026 [387]. Legal and Regulatory Matters - The Company is subject to legal proceedings but does not anticipate any material adverse effects on its financial position from these matters [390]. - As of March 31, 2025, the Company had no significant capital commitments and no off-balance sheet financing arrangements [388][389]. Market Conditions - Increased inflation pressures have negatively impacted consumer demand for services in Hong Kong, prompting the Company to seek new business opportunities and adopt a conservative cost approach [392]. - The Company has not been exposed to material risks from interest rate changes and has not used derivative financial instruments to manage interest risk exposure [619].