OFA Group Announces Initial Closing of up to $50 Million Founder-Backed Financing with Greentree Financial Group and TriCore Foundation

Rhea-AI Summary

OFA Group (Nasdaq: OFAL) announced the initial closing of a private investment in public equity (PIPE) financing of up to $50 million led by Greentree Financial Group and TriCore Foundation with R.F. Lafferty & Co. as placement agent.

TriCore, funded by the company founders including CEO Larry Wong and CTO Keith Chong, subscribed on identical terms, signaling founder alignment. Proceeds will fund operations, expand proprietary AI tools, advance the Real World Asset platform via subsidiary Hearth Labs, and complete architecture and technology projects across North America and Asia. Additional closings and issuance of Series A Convertible Preferred Shares are subject to stockholder approval.

Positive

• Up to $50 million PIPE financing to strengthen balance sheet
• Founders (via TriCore) invested on identical terms, showing alignment
• Proceeds earmarked for AI tools, Hearth Labs RWA platform, and projects

Negative

• Issuance of Series A Convertible Preferred Shares may dilute existing shareholders
• Additional closings are contingent on stockholder approval, creating execution risk

Insights

Capital Markets Strategist

Founder-backed PIPE up to $50,000,000 closes initially, strengthening liquidity and signaling management alignment as of Nov 05, 2025.

OFA Group$50,000,000, led by Greentree Financial Group and founder-funded TriCore Foundation. The structure creates newly issued Series A Convertible Preferred Shares across tranches and directs proceeds to operations, expansion of AI tools, advancement of the Real World Asset platform at Hearth Labs, and completion of existing projects.

The outcome depends on explicit corporate approvals and further tranche closings; the financing requires stockholder approval and contemplates additional closings under the securities purchase agreement, so timing and full funding remain conditional. The announcement is forward-looking and subject to the usual execution and regulatory risks the company listed in its disclaimers.

Key near-term items to watch include shareholder approval and any subsequent tranche closings (short-term, weeks–months), receipt and deployment of proceeds into the stated priorities (quarterly cadence), and disclosures showing how the capital improves liquidity or funds specific milestones by the next reporting cycle.

Los Angeles, California, Nov. 05, 2025 (GLOBE NEWSWIRE) -- OFA Group (Nasdaq: OFAL) (the “Company”), a global design and technology firm integrating artificial intelligence, digital asset infrastructure, and real-world architecture, today announced the initial closing of a private investment in public equity (PIPE) financing of up to $50 million. The PIPE is led by Greentree Financial Group, Inc. and TriCore Foundation, LLC with R.F. Lafferty & Co. acting as the exclusive placement agent.

The participation of TriCore, an investment entity established and funded by the Company’s founders, including Chief Executive Officer Larry Wong and Chief Technology Officer Keith Chong, demonstrates strong alignment between the Company’s leadership and its shareholders. By investing alongside institutional partners on identical terms, the founders have reaffirmed their commitment to the Company’s strategic vision and growth trajectory.

Under the Securities Purchase Agreement, investors, upon approval from the Company’s stockholders, shall purchase a newly created Series A Convertible Preferred Shares across multiple tranches. The proceeds from the PIPE financing will be used to fund ongoing operations, expand OFA Group’s suite of proprietary AI tools, advance the development of its Real World Asset (“RWA”) platform through its subsidiary Hearth Labs, and complete existing architectural and technology projects across North America and Asia.

The financing represents a key component in OFA’s capital markets strategy to expand access to institutional investors and further strengthen OFA Group’s balance sheet ahead of planned growth initiatives. It positions the Company to accelerate execution of its multi-year strategic roadmap, which includes integrating advanced AI models into architectural design, developing blockchain infrastructure for tokenized real-world assets, and scaling its digital asset treasury (DAT) operations.

“The closing of this PIPE represents an important milestone in OFA Group’s evolution aiding in the Company’s commitment to technological innovation, operational excellence, and sustainable value creation for shareholders.,” said Larry Wong, Chief Executive Officer of OFA Group. “Our collaboration with Greentree Financial Group and TriCore Foundation reflects deep confidence in our business model, technology portfolio, and ability to execute across multiple sectors. The proceeds will allow us to continue building AI-powered tools and RWA platforms that connect architecture, finance, and data intelligence in a unified ecosystem.”

Disclaimer on Forward Looking Statements

This news release contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements that are not of historical fact constitute “forward-looking statements” and accordingly, involve estimates, assumptions, forecasts, judgements and uncertainties. Forward-looking statements include, without limitation, the additional closings under the Securities Purchase Agreement for Series A Preferred Stock. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including ''believes,'' ''estimates,'' ''anticipates,'' ''expects,'' ''plans,'' ''projects,'' ''intends,'' ''potential,'' ''may,'' ''could,'' ''might,'' ''will,'' ''should,'' ''approximately'' or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors. Any forward-looking statements contained in this release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading "Risk Factors" in the Company's Annual Report on Form 20-F Current Reports on Form 6-K filed with the SEC, which are available on the SEC's website, www.sec.gov.

About OFA Group

OFA Group (Office for Fine Architecture Inc.) is a multidisciplinary design and development enterprise headquartered in Los Angeles with operations across Asia and North America. A registered architectural practice, OFA combines architectural excellence, sustainable innovation, and emerging technologies to deliver transformative solutions in architecture, planning, and real-estate development. The firm’s current initiatives include AI-driven design platforms, digital real asset solutions, and senior housing developments across international markets.

Investor & Media Contact:
Corporate Communications, OFA Group
Email: ir@ofacorp.com 
Website: www.ofacorp.com

FAQ

What financing did OFA Group (OFAL) announce on November 5, 2025?

OFA announced an initial closing of a PIPE financing of up to $50 million led by Greentree and TriCore with R.F. Lafferty & Co. as placement agent.

How will OFA Group use the proceeds from the up to $50 million PIPE (OFAL)?

Proceeds will fund ongoing operations, expand proprietary AI tools, advance the Hearth Labs RWA platform, and complete architectural and technology projects in North America and Asia.

Who is TriCore and why does its participation matter for OFAL shareholders?

TriCore is an investment entity funded by OFA founders, including CEO Larry Wong and CTO Keith Chong; its participation signals founder alignment with institutional investors on identical terms.

Will OFA Group (OFAL) issue new shares as part of the PIPE closing?

Yes, the financing involves newly created Series A Convertible Preferred Shares to be sold across multiple tranches, subject to stockholder approval.

Is the PIPE financing for OFAL final or are there additional closings planned?

The release states this is an initial closing with additional closings under the Securities Purchase Agreement possible, subject to conditions and stockholder approval.

Does the OFAL PIPE closing affect the company’s strategic roadmap?

The company says the financing positions OFA to accelerate integration of advanced AI into design, develop tokenized RWA infrastructure, and scale digital asset treasury operations.