F-1: OFA Group Registers 35M Class A Shares for Resale Amid Losses

OFA Group registers up to 35,000,000 Class A Ordinary Shares for resale by selling shareholders, Greentree Financial Group, Inc. and TriCore Foundation, LLC, while reporting significant financial losses and strategic shifts into AI and cryptocurrency.

Summary

• OFA Group, a Cayman Islands holding company, operates primarily through its Hong Kong subsidiary, Office for Fine Architecture Limited, providing architectural services.
• The filing registers up to 35,000,000 Class A Ordinary Shares for resale by Greentree Financial Group, Inc. and TriCore Foundation, LLC, which are issuable upon conversion of Series A Convertible Preferred Shares with an aggregate stated value of up to $50,000,000.
• OFA Group has received $1,350,000 in gross proceeds from Preferred Shares sales to date and may receive up to an additional $43,650,000.
• The company is not selling any securities under this prospectus and will not receive proceeds from the selling shareholders' sales.
• OFA Group is developing the OFA QikBIM platform, an AI-enabled system for automated construction drawing generation and code compliance reviews, with a minimum viable product (MVP) expected within 6-9 months of May 2025; Phase 2 was completed in September 2025 with a pilot version launched.
• Commencing July 2025, OFA Group began accepting Bitcoin (BTC) and Solana (SOL) for its traditional architectural services and AI-driven architectural tools.
• In August 2025, the company launched a digital asset strategy to support financing initiatives tied to senior housing projects, mortgage transactions, and broader real-world-asset (RWA) digitization, with Hearth Labs, Inc. being developed as the dedicated RWA launchpad.
• For the year ended March 31, 2025, revenue decreased by 61.93% to $202,007 from $530,606 in 2024, and net loss increased to $714,680 from $93,197 in 2024.
• The company identified and subsequently remediated two material weaknesses in its internal control over financial reporting related to inadequate segregation of duties and lack of procedures for related party transactions.

Sentiment

Score: 3

Explanation: While the company is pursuing ambitious strategic initiatives in AI and cryptocurrency, and has recently raised capital, its current financial performance shows significant deterioration with a drastic revenue decline and increased net losses. The numerous operational, regulatory, and market-specific risks, coupled with substantial potential dilution from future share sales, present a highly challenging and uncertain outlook.

Positives

• Development of the OFA QikBIM platform, an AI-enabled system for automated construction drawing generation and code compliance reviews, with a functional pilot version launched in September 2025.
• Secured exclusive operating rights for the OFA QikBIM platform in North America and Hong Kong for five years, with an option to acquire the system's IP or equity interest in the development partner.
• Began accepting cryptocurrency payments (Bitcoin and Solana) for architectural services and AI tools since July 2025.
• Launched a digital asset strategy in August 2025, including pilot programs to tokenize real-world assets such as mortgages, real property interests, and rental income streams.
• Formed Hearth Labs, Inc. as a wholly-owned subsidiary dedicated to RWA launchpad and digital-asset infrastructure.
• Engaged Bitwise Asset Management as a non-discretionary strategic advisor for its cryptocurrency treasury strategy.
• Implemented a structured liquidity and capital preservation framework for digital asset holdings, including minimum liquidity reserves and rebalancing protocols.
• May implement a covered-call option program on BTC and SOL holdings to enhance liquidity and generate incremental income.
• Improved gross profit margin from 32.97% in FY2024 to 43.88% in FY2025, driven by a shift towards higher-margin application and project management services.
• Increased revenue from industrial projects by 124.30% and lands projects by 107.64% in FY2025.
• Signed two major residential contracts in February 2025, expected to drive revenue growth in the next fiscal year.
• Successfully completed its initial public offering (IPO) in May 2025, generating $15 million in gross proceeds.
• Entered into a non-binding Letter of Intent (LOI) in June 2025 to acquire a 60% controlling interest in Aspire Homes Realty Inc., RateDNA Inc., and Neekee Inc., expanding into real estate brokerage, private money lending, and property management.
• Remediated previously identified material weaknesses in internal control over financial reporting.

Negatives

• Revenue decreased significantly by 61.93% from $530,606 in the fiscal year ended March 31, 2024, to $202,007 in the fiscal year ended March 31, 2025.
• Net loss increased substantially by 666.85% from $93,197 in FY2024 to $714,680 in FY2025.
• Cash and cash equivalents declined sharply from $268,160 as of March 31, 2024, to $31,950 as of March 31, 2025.
• Net cash used in operating activities increased from $(239,111) in FY2024 to $(256,215) in FY2025.
• Customer demand for services, particularly design and fit-out, declined due to the slow recovery of the Hong Kong economy, delays in government construction approvals, and a slowdown in commercial renovation and expansion plans.
• Intensified competition in the industry drove down pricing and project margins.
• Total operating expenses increased by 195.81% due to the inclusion of ongoing operating expenses from the U.S. office and the addition of new staff.
• The company relies heavily on a few major customers, with two customers accounting for 36.36% of total revenue in FY2025 and three customers accounting for 49.13% in FY2024.
• The company does not carry professional liability, property, or business interruption insurance, citing impracticality due to costs and difficulties in acquisition.
• No cash dividends are expected to be paid in the foreseeable future, requiring investors to rely solely on share price appreciation for returns.

Risks

• The industry is highly competitive, potentially leading to reduced revenue, profitability, and market share.
• Inability to retain senior management and key technical personnel could disrupt projects and operations.
• Demand for services is impacted by economic downturns, reductions in government or private spending, and political uncertainty.
• The company's operating history may not be indicative of future growth or financial results, and historical growth rates may not be sustainable.
• Difficulties may be encountered when expanding into new businesses or industries, affecting results of operations and financial condition.
• Continuing inflation, rising or sustained high interest rates, and/or construction costs could reduce demand for services and decrease profit on existing contracts, especially fixed-price ones.
• Fixed-price contracts subject the company to risks of cost overruns, potentially leading to reduced profits or losses.
• Failure to meet performance requirements or contractual schedules could adversely affect business, financial condition, and results of operations.
• Backlog is not necessarily indicative of future revenues or earnings as contracts can be adjusted, canceled, or suspended.
• Services expose the company to significant liability risks, and current insurance policies may not provide adequate coverage (e.g., no professional liability, property, or business interruption insurance).
• Dependence on other contractors and subcontractors; their failure to satisfy obligations could adversely affect revenue, profitability, and growth.
• Reliance on a few major customers; the loss of any could cause a significant decline in revenues.
• Systems and information technology interruptions, cybersecurity or privacy breaches could adversely impact operations and financial results.
• The company may need additional capital but may not be able to obtain it on favorable terms or at all, leading to significant dilution for existing shareholders.
• Operating in Hong Kong involves risks of uncertainty about actions by the Chinese government, including significant oversight and discretion over business conduct, and potential restrictions on cash transfers in or out of Hong Kong.
• Potential for PRC laws and regulations regarding data security or overseas securities offerings (e.g., CSRC, CAC approvals) to apply, leading to penalties or hindering the ability to offer shares.
• Risks related to the Holding Foreign Companies Accountable Act (HFCA Act) and PCAOB inspections, which could lead to trading prohibition or delisting if the auditor is not subject to complete inspection for two consecutive years.
• The sale and issuance of Class A Ordinary Shares to selling shareholders will cause dilution, and the resale of these shares could cause the stock price to fall.
• Investors buying Class A Ordinary Shares from selling shareholders at different times will likely pay different prices and experience different levels of dilution.
• Sales of a substantial number of Class A Ordinary Shares by selling shareholders or other existing securityholders could cause the share price to fall.
• Nasdaq may apply additional and more stringent criteria for continued listing due to a small public offering and large insider holdings.
• The three main shareholders (CEO, CTO, and R-Opus Inc.) collectively own approximately 98.73% of the total voting power, giving them significant influence over corporate matters.
• The trading price of Class A Ordinary Shares may be volatile, potentially unrelated to the underlying performance of the company.
• Reliance on price appreciation for investment return, as no dividends are expected in the foreseeable future.
• Management's discretion over the use of net proceeds from future financings may not produce income or increase share price.
• Classification as a Passive Foreign Investment Company (PFIC) could lead to adverse United States federal income tax consequences for U.S. taxpayers.
• Anti-takeover provisions in the amended and restated memorandum and articles of association could discourage changes in control.
• Difficulties in protecting shareholder interests and enforcing rights through U.S. courts due to Cayman Islands incorporation and Hong Kong operations.
• Limited shareholder rights to requisition general meetings or put proposals before meetings under Cayman Islands law.
• The cryptocurrency treasury strategy involves highly volatile assets (Bitcoin, Solana) and significant legal, commercial, regulatory, and technical uncertainties.
• Regulatory changes reclassifying Bitcoin as a security could lead to the company's classification as an investment company under the Investment Company Act of 1940, imposing significant regulatory burdens.
• The ability to execute the business plan depends on the successful development, deployment, and commercialization of blockchain-based infrastructure for real-world asset tokenization, which may not materialize as expected.
• Risks associated with the Solana network, SOL token, and the blockchain sector, including network outages, concentration, reliance on third-party software, technological obsolescence, and specific tokenomics (e.g., unbonding periods).
• A cyberattack or other malicious attack on the Solana blockchain could materially impact the value of SOL holdings.
• Covered call option writing program involves forgoing profit above the strike price while retaining the risk of loss if the underlying tokens decline.
• Uncertainty regarding evolving AI regulations in Hong Kong could materially and adversely affect the business.
• Failure to comply with Hong Kong Competition Law or the Personal Data (Privacy) Ordinance (PDPO) could result in material adverse effects, fines, or reputational harm.

Future Outlook

The company expects revenue to improve in the coming years if the business environment stabilizes, construction activities resume, and investment sentiment recovers, noting early signs of recovery in client activity in the first quarter of fiscal year 2026. Preliminary discussions are underway regarding potential new projects and strategic collaborations. The company plans to expand into senior assisted living communities, obtain and promote sustainable certifications, and continue broadening its service portfolio, including an AI-based building code-checking tool.

Management Comments

• "Our mission is to leverage our expertise in architectural design to maximize the potential of every property, ensuring that its unique attributes are highlighted and enhanced through thoughtful innovations."
• "We are focused on innovation, efficiency, and scalability in our business model and service offerings."
• "Based on our market research, we believe the use of such visualization tools is not yet widespread among architectural firms in Hong Kong, which we believe provides us with certain operational efficiencies compared to traditional design methods."
• "While the project is advancing as planned with promising early results, there can be no assurance that future phases will be successfully completed or that the system will achieve its intended commercial objectives." (referring to OFA QikBIM)
• "The Company believes the Audit Committees approval and the disclosure herein satisfy applicable related-party requirements under Nasdaq rules, Form 20-F, and U.S. securities-law standards, and that the Affiliate Buyers participation does not adversely affect unaffiliated shareholders." (regarding related party transaction)
• "The Company expects revenue to improve in the coming years if the business environment stabilizes, construction activities resume, and investment sentiment recovers."
• "While overall market conditions remain uncertain, the Company has observed early signs of recovery in client activity in the first quarter of fiscal year 2026."
• "The Company intends to keep any future earnings to finance business operations, and does not anticipate that any cash dividends will be paid in the foreseeable future."
• "The Company considers its insurance coverage to be sufficient for its business operations." (despite lacking professional liability, property, and business interruption insurance)
• "The management believes that the Companys competitive strengths, including its AI integration and innovation, diverse and comprehensive services, experienced leadership team, strong market positioning, sustainable and nature-integrated design, responsiveness to market changes, and proactive problem solving position it well for continued growth and success in the dynamic architectural and interior design industry."

Industry Context

The global interior design services market was valued at approximately US$45.1 billion in 2022 and is expected to grow to US$79.6 billion by 2030, with a compound annual growth rate (CAGR) of 7.4%. The global architectural services market was valued at US$359.9 billion in 2022 and is projected to reach US$834.84 billion by 2031, growing at a CAGR of 9.8%. The Hong Kong architectural market, where the company operates, is expanding, with the total gross value of construction works (GVCW) increasing by 8.7% year-on-year in Q1 2024. Key industry trends include sustainability and green building, technological advancements (BIM, 3D printing, VR, AR, AI), urbanization and infrastructure development, health and wellness design, and personalization and customization. The industry is highly fragmented and competitive, facing headwinds from inflation and high interest rates, which have led to revenue declines and project delays.

Comparison to Industry Standards

• The company believes its use of visualization tools like Houzz is not yet widespread among architectural firms in Hong Kong, providing operational efficiencies compared to traditional design methods.
• The Solana validator set, relevant to the company's crypto strategy, is noted as relatively concentrated compared to other networks.
• The company competes with global firms like Gensler and Foster + Partners, and Hong Kong-based firms such as Aedas and Ronald Lu & Partners, based on design quality, technological innovation, project management, sustainability expertise, and pricing.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not a party to any material legal or administrative proceedings as of March 31, 2025, and 2024.

Related Party Transactions

• Amounts due to Larry Wong (CEO) and Keith Chong (CTO) for compensation, project expenses, office administration, and general expenses totaled $48,462 as of March 31, 2025.
• A service agreement was entered into on March 25, 2024, with Greentree Global Advisors LLC (in which Thomas Gaffney, COO, holds a minority interest), for consulting services, resulting in the issuance of 500,000 ordinary shares on September 25, 2024.
• A $600,000 bridge loan agreement was entered into on April 2, 2024, with Precursor Capital Limited (a shareholder), which was converted into 600,000 ordinary shares on September 12, 2024, with accrued interest of $32,153 forgiven.
• TriCore Foundation, LLC, an affiliated investor under common control with certain company insiders (Li Hsien Larry Wong, Wai Wong Keith Chong, and R-Opus Inc.), participated in the Securities Purchase Agreement for Series A Preferred Shares on the same terms as unaffiliated investors.

Stakeholder Impact

• Shareholders face significant potential dilution from the resale of 35,000,000 Class A Ordinary Shares, representing 246% of current outstanding shares, which could adversely affect the market price.
• The concentrated voting power of the three main shareholders (98.73%) may limit the influence of minority shareholders on corporate matters.
• Investors must rely on price appreciation for returns, as the company does not anticipate paying cash dividends in the foreseeable future.
• Employees may face risks related to unsafe work sites, as noted in risk factors, although the company states it implements safety procedures.
• Customers may experience reduced satisfaction or service disruptions due to potential inaccuracies or security breaches in AI systems, or if the company fails to meet performance requirements.
• Suppliers and subcontractors face risks if the company is unable to maintain relationships or if they fail to satisfy their obligations, potentially impacting project timelines and costs.
• Creditors are exposed to the company's financial health, which has shown significant losses, though the company believes it has sufficient liquidity and access to financing.

Next Steps

• Advance the development and deployment of the OFA QikBIM platform, with an MVP expected within 6-9 months of May 2025.
• Explore potential collaborations or partnerships with technology providers to enhance service offerings in Asian markets.
• Establish a U.S.-based subsidiary to solidify presence in the American market.
• Actively seek partnerships with local firms and industry leaders in the Los Angeles area.
• Initiate the development of senior assisted living communities.
• Expand into the broader Asia market, including Singapore, Malaysia, and China.
• Diversify the client base by targeting new sectors such as healthcare and hospitality.
• Continue broadening the range of services, including the development of an AI-based building code-checking tool.
• Prioritize and innovate in sustainable and smart design, and obtain industry-recognized sustainable certifications (e.g., LEED, BREEAM).
• Potentially implement a covered-call option program on BTC and SOL holdings to enhance liquidity and generate incremental income.
• Finalize agreements with financial institutions to originate smart contract mortgages.
• Scale the RWA token program and incorporate qualified custodial solutions for RWA tokens.
• Begin controlled pilot programs for RWA tokens tied to senior housing projects, select mortgage transactions, and real property assets.
• File additional registration statements with the SEC if more than 35,000,000 Class A Ordinary Shares are needed for resale under the Purchase Agreement.

Key Dates

Recommendation

The company's recent financial performance is severely concerning, with a 61.93% revenue decline and a 666.85% increase in net loss for the last fiscal year, alongside a critically low cash balance. While strategic initiatives in AI and cryptocurrency are being pursued, they are nascent, highly speculative, and introduce substantial new operational, regulatory, and market risks. The potential dilution from the resale of 35 million Class A Ordinary Shares (246% of current outstanding) is significant and likely to depress the stock price. Furthermore, the company lacks critical insurance coverage, operates in a highly competitive environment, and faces considerable geopolitical and regulatory uncertainties related to its Hong Kong base and potential PRC oversight. The concentrated voting power of insiders also presents governance risks for minority shareholders. Given the severe financial deterioration, high-risk strategic pivots, and significant dilution, a seasoned investor would likely recommend selling the stock.

Keywords

Architectural services, Interior design, Hong Kong, AI, Artificial intelligence, Blockchain, Cryptocurrency, Bitcoin, Solana, RWA, Real-world assets, Tokenization, SEC filing, F-1, Nasdaq, Corporate governance, Financial performance, Risk management, Capital raise, Emerging growth company, Foreign private issuer, Dilution, Regulatory risk, Project management, Sustainable design