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].

Core Insights - OFA Group has announced the acceptance of cryptocurrency payments for its architectural services and AI-driven tools, enhancing its digital asset treasury strategy of up to $100 million focused on Bitcoin [1][2][3] - This initiative positions OFA at the forefront of integrating traditional business services with digital finance, creating a natural inflow mechanism for treasury growth and enhancing payment flexibility for clients [2][4] Company Strategy - The decision to accept cryptocurrency payments supports OFA's digital asset treasury accumulation strategy and reinforces its leadership in corporate digital asset adoption [2][3] - The payment system will support major digital assets including Bitcoin, Ethereum, Solana, and Stablecoins, processed through institutional-grade security protocols [3][4] Market Positioning - OFA aims to appeal to crypto-native real estate developers, technology companies, and institutional clients who wish to utilize their digital asset holdings for architectural and AI services [3][4] - The integration of crypto payments is seen as a sustainable pipeline for treasury accumulation, providing competitive advantages as digital assets become more prevalent in capital markets [3][4]

Core Insights - OFA Group celebrated its initial public offering and progress in building a high-margin, innovation-driven ecosystem, emphasizing the relevance of its AI and architecture platform [1] - The company is establishing a digital asset treasury as part of its strategy to incorporate crypto assets onto its balance sheet, aiming for enhanced financial flexibility [2][3] - The digital asset treasury is designed to generate yield opportunities, providing working capital for operations and growth initiatives, with Bitwise Asset Management appointed as the manager [3][4] Strategic Initiatives - The digital asset treasury will support funding for OFA's core verticals, reflecting a disciplined approach to modern capital allocation and commitment to a sustainable, innovation-driven business model [4][5] - The COO highlighted the potential of crypto assets to generate yield and provide non-dilutive capital for strategic initiatives, integrating digital assets into the balance sheet to create new value generation opportunities [5] - OFA is focused on delivering long-term value by building a high-margin, innovation-led ecosystem across construction, real estate, and care infrastructure [5] Innovation and Technology - OFA is developing proprietary AI technologies to enhance architectural design services, integrating AI with human expertise [6] - The company is expanding its AI capabilities with initiatives like PlanAid for automating building code compliance and a new platform for generating mechanical, electrical, and plumbing blueprints [7] - OFA aims to improve real estate development speed, reduce costs, and increase asset returns by integrating AI tools with architectural expertise [7]

Core Viewpoint - OFA Group has entered into a committed equity purchase agreement for up to $100 million, with potential expansion to $200 million, to support its digital asset accumulation and long-term growth initiatives [1][2]. Equity Facility Details - The agreement allows OFA to issue and sell ordinary shares to Atsion over a 36-month period, with sales contingent on market conditions and regulatory approval [2]. - Proceeds from the equity line will primarily support OFA's cryptocurrency treasury strategy, focusing on Bitcoin (BTC), Solana (SOL), and Sui (SUI) [2]. Strategic Rationale and Shareholder Value Creation - The collaboration with Bitwise is seen as a significant milestone for OFA's growth strategy, enhancing capital flexibility and aligning treasury allocations with shareholder value creation [3]. - The equity facility is expected to facilitate a disciplined treasury management approach and expand OFA's institutional presence in the digital asset ecosystem [3]. Benefits of Crypto Treasury - Capital Efficiency: Enhances return on capital while maintaining liquidity and balance sheet strength [5]. - Portfolio Diversification: Crypto assets provide a differentiated return profile and act as a hedge against inflation [5]. - Innovation Leadership: Aligning capital strategy with emerging financial technologies strengthens OFA's position in the market [5]. - Investor Engagement: The initiative aims to attract a broader base of investors, increasing trading volume and shareholder visibility [5]. - Strategic Optionality: A crypto treasury opens new pathways for product innovation and blockchain-based collaborations [5]. Company Overview - OFA Group provides comprehensive architectural services and is committed to integrating AI technologies to enhance its design services [6].

Core Insights - OFA Group has signed a Letter of Intent to acquire a 60% controlling interest in Aspire Homes Realty Inc. and its affiliated lending platform, RateDNA, Inc. [1] - The acquisition aims to expand OFA's presence in the resilient sectors of real estate services and specialty lending [4] Company Overview - OFA Group is an integrated architecture and technology firm that provides comprehensive architectural services, including design and fit-out services for commercial and residential buildings [5] - The company is focused on leveraging its architectural design expertise and developing proprietary AI technologies to enhance its services [5] Acquisition Details - RateDNA is a high-growth, vertically integrated real estate and mortgage business backed by AlphaX, serving both residential clients and real estate investors [2] - Aspire Homes offers brokerage services with investment-focused agent training and in-house staging, design, and construction, while RateDNA provides mortgage products tailored to the investor market [3] Strategic Rationale - The COO of OFA Group believes the acquisition represents a compelling opportunity to leverage operational talent to accelerate revenue and enhance cross-platform synergies [4] - The integration of Aspire and RateDNA is expected to create meaningful potential for long-term shareholder value creation [4]

Core Insights - OFA Group has successfully closed its IPO on May 22, 2025, and is advancing its dual-track strategy focusing on proprietary AI platforms and expansion into high-demand real estate markets [1] AI Platform Development - OFA is accelerating the development of two core AI platforms aimed at streamlining regulatory compliance and automating architectural processes [2] - The flagship compliance automation platform, PlanAId, is progressing towards deployment, which will leverage AI to interpret building codes and automate design validation, significantly reducing permit review timelines [7] - A new AI application is being co-developed to automatically generate mechanical, electrical, plumbing, and structural documentation from architectural layouts, expected to shorten turnaround times and reduce consulting costs [7] Strategic Real Estate Initiatives - OFA is initiating the development of senior assisted living communities in response to growing demographic demand, leveraging its design expertise to position itself in a resilient, high-growth segment of the real estate market [2] Long-term Growth Strategy - The company is focused on building a long-term platform that combines AI innovation with strategic development, aiming for scalable and sustainable growth [4] - OFA is committed to disciplined capital allocation and executional excellence while maintaining flexibility to pursue high-impact opportunities that align with its mission [4] Company Overview - OFA Group, through its subsidiary, provides comprehensive architectural services, including design and fit-out services for commercial and residential buildings, aiming to maximize the potential of every property [5] - The company is at the forefront of architectural innovation, developing proprietary AI technologies to enhance its architectural design services by integrating AI with human expertise [5]

Group 1 - OFA Group announced the full exercise of the underwriter's over-allotment option, resulting in the sale of an additional 562,500 ordinary shares at a price of $4.00 per share [1][2] - The total number of ordinary shares sold in the initial public offering (IPO) increased to 4,312,500, with gross proceeds reaching $17,250,000 before deductions [2] - R.F. Lafferty & Co., Inc. served as the sole underwriter for the offering [2] Group 2 - A registration statement on Form F-1 was filed with the SEC on April 11, 2025, and was declared effective on May 15, 2025 [3] - The offering was conducted solely through a prospectus, which can be obtained from R.F. Lafferty or the SEC's website [3] Group 3 - OFA Group, through its subsidiary, provides comprehensive architectural services, including design and fit-out services for commercial and residential buildings [5] - The company is focused on leveraging its architectural design expertise and developing proprietary AI technologies to enhance its services [5] - OFA Group aims to innovate at the intersection of architectural excellence and technological advancement [5]