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 ...

Core Insights - TON Strategy Company reported significant growth in revenue and net income for Q3 2025, marking a successful operational launch of its TON Treasury Strategy [5][6][7] Financial Performance - Revenue for Q3 2025 reached $3.6 million, a substantial increase from $0.1 million in Q3 2024, with $707,000 generated from staking activities [5] - Gross profit was $2.7 million, representing 75.4% of revenue, compared to $74,000 (57.8% of revenue) in Q3 2024 [5] - Total costs and expenses surged to $25.3 million from $2.4 million in Q3 2024, primarily due to non-cash stock-based compensation and treasury implementation costs [5] - The net gain on crypto assets was $120.4 million, with net income reported at $84.7 million, a significant turnaround from a net loss of $2.0 million in Q3 2024 [6] Treasury Operations - The company acquired 217.5 million units of $TON and staked 177.1 million units as of September 30, 2025, earning 336,000 units in staking rewards [8] - Digital assets held had a fair value of $588.2 million, with cash and restricted cash totaling $53.9 million [6][8] - The company initiated its TON Treasury Strategy in August 2025, utilizing proceeds from a $558 million private placement to acquire $TON and commence staking [3][10] Strategic Initiatives - The company aims to build a differentiated public company aligned with the expansion of The Open Network by holding and staking $TON over a long-term horizon [7] - A stock buyback program of up to $250 million was approved, with 1,984,072 shares repurchased at prices below book value [8] - The company rebranded as TON Strategy Company and began trading on Nasdaq under the ticker TONX on September 2, 2025 [8]

Core Viewpoint - VivoPower International PLC has raised $19 million through an equity offering to support its XRP treasury strategy, which has led to a recent surge in its stock price followed by a minor pullback in trading. Group 1: Equity Raise and Stock Performance - VivoPower completed a $19 million equity raise through an additional common stock offering priced at $6.05 per share [2] - Following the equity raise, the stock experienced a 14% increase during regular trading but fell 0.78% in after-hours trading [2][5] - Year-to-date, VivoPower's stock has surged 285% [5] Group 2: Cryptocurrency Strategy - The company has pivoted to a cryptocurrency treasury strategy, focusing on the acquisition and long-term holding of XRP, the third-largest cryptocurrency by market capitalization [3] - VivoPower aims to support the growth of the XRP Ledger as part of its strategy [3] Group 3: Ripple Labs Acquisition - In August, VivoPower announced the acquisition of $100 million in privately held shares of Ripple Labs, making it the only U.S.-listed company to provide exposure to Ripple [4]

Core Viewpoint - VivoPower International PLC has raised $19 million through an equity offering to support its XRP treasury strategy, which has led to a recent surge in its stock price followed by a minor pullback in trading. Group 1: Equity Raise and Stock Performance - VivoPower completed a $19 million equity raise through an additional common stock offering priced at $6.05 per share [2] - The stock experienced a 14% increase during Tuesday's trading session but fell 0.78% in after-hours trading [2][5] - Year-to-date, VivoPower's stock has surged 285% [5] Group 2: Cryptocurrency Strategy - The company has pivoted to a cryptocurrency treasury strategy, focusing on the acquisition and long-term holding of XRP, the third-largest cryptocurrency by market capitalization [3] - VivoPower aims to support the growth of the XRP Ledger as part of its strategy [3] Group 3: Ripple Labs Acquisition - In August, VivoPower announced the acquisition of $100 million in privately held shares of Ripple Labs, making it the only U.S.-listed company to provide exposure to Ripple [4]

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) ...

As filed with the U.S. Securities and Exchange Commission on September 15, 2025 Registration No. 333-289465 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Numbe ...

Group 1 - BitMine Immersion Technology (BMNR) is focusing on accumulating Ethereum (ETH) as a core reserve asset, aiming to control 5% of the total ETH supply [1] - BMNR stock has increased by 50% this week, primarily driven by a $20 million investment in Eightco Holdings (ORBS) [1] - Eightco Holdings is pursuing the status of a Worldcoin treasury company [1]

Core Insights - Forward Industries, Inc. has successfully closed a PIPE financing round, raising $1.65 billion before fees and expenses, with significant participation from major investors [1][3] - The company plans to utilize the funds to establish cryptocurrency treasury operations, focusing on acquiring SOL, the native token of the Solana blockchain [2][7] - The transaction indicates strong institutional interest in Solana and positions Forward Industries as a publicly traded vehicle for exposure to its growth [3][5] Financial and Strategic Developments - The PIPE financing attracted commitments from a diverse range of global investment firms and prominent angel investors, highlighting broad investor participation [3] - Forward Industries announced governance changes, appointing Multicoin co-founder Kyle Samani as Chairman of the Board and adding Interim CEO Michael Pruitt to the Board [4] - The company aims to build a balance sheet centered around SOL, reflecting its commitment to operational and innovative excellence [7] Market Context - Solana's ecosystem is experiencing significant growth, processing over 8.9 billion transactions in Q2 2025 and supporting approximately $4 billion in decentralized exchange volume daily [6] - The network generated about $1.2 billion in real economic value and added more than 7,500 developers in 2024, indicating a robust development environment [6]

Company Overview - The Winklevoss Twins are notable figures in the crypto space and are associated with the Gemini exchange, which dates back to 2014 [1] - Gemini is planning an IPO, increasing its share pricing to between $24 and $26 for 17 million shares, valuing the company at $3 billion [2] Financial Performance - Gemini has been operating at a loss for several years, with losses in the first half of this year exceeding those of all of 2024 [2][4] - Despite the losses, there is a surge of interest in IPOs this year, particularly under the pro-crypto Trump administration [3] Market Trends - There is a growing trend of companies adopting crypto treasury strategies, which has been popularized by figures like MicroStrategy's Michael Saylor [4][5] - Bitcoin has been lagging in performance compared to other cryptocurrencies like Solana and Ethereum, which are seeing better results due to treasury strategies [6][7] Investment Landscape - Investors are backing significant deals in the crypto space, with a focus on long-term potential for certain cryptocurrencies [8] - The intersection of AI and blockchain is being explored through projects like Worldcoin, which aims to establish proof of human identity in a digital context [9][10][11]

Core Insights - Worksport Ltd. has achieved a 31% gross margin in July, surpassing its year-end target by one quarter, following four consecutive months of record sales [1][3][4] - The company reported July revenue of $1.71 million, marking its strongest month on record, and annualized sales are projected to exceed $20 million, aligning with full-year guidance [2][3] - Gross margin has significantly improved over the past three quarters, increasing from 11% in Q4 2024 to 31% in July 2025, attributed to scaling U.S. production and manufacturing efficiencies [3][4] Financial Performance - July revenue reached $1.71 million, the highest monthly revenue recorded by the company [2] - Annualized sales are now above $20 million, consistent with the company's guidance for the full year [3] Operational Strategy - The improvement in gross margin is linked to the scaling of the U.S. production base and enhanced manufacturing efficiencies [3] - The CEO highlighted that the success of the U.S. manufacturing model and American-made products is evident in the marketplace [4] Future Growth Prospects - New products expected in the second half of 2025, including the HD3 heavy-duty tonneau cover, SOLIS solar cover, and COR modular power system, are anticipated to support further growth [4] - The company is diversifying its treasury by incorporating Bitcoin and XRP, viewing cryptocurrency reserves as a complement to long-term growth plans [5][6] - Worksport is exploring crypto payment options for e-commerce to reduce transaction costs and expand customer reach [6]