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OFA Group Enters $7.5 Million Tokenization Platform Services Agreement for Vero Beach, Florida Residential Development Project

OFA Group (NASDAQ: OFAL) entered a Real World Asset Tokenization Service Agreement using its Hearth platform for a Vero Beach, Florida residential redevelopment project.

(Very High)

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OFA Group (NASDAQ: OFAL) entered a Real World Asset Tokenization Service Agreement using its Hearth platform for a Vero Beach, Florida residential redevelopment project.

The Client agreed to a $7.5 million platform technology fee, payable in two $3.75 million milestones; the first installment has been received but is not yet recognized as GAAP revenue.

Tokens are expected to represent interests in a Client-controlled special purpose vehicle, while OFA’s role is limited to providing blockchain-based technology infrastructure and excludes any securities issuance or fundraising activities.

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Positive

  • $7.5 million contractual platform technology fee under the tokenization agreement
  • First $3.75 million installment of platform fee already received
  • Fee is not contingent on token sales or capital-raising success
  • Milestone-based payments aligned with Hearth platform deployment phases
  • Agreement supports commercialization of the Hearth RWA tokenization platform

Negative

  • Platform technology fee is not yet recognized as GAAP revenue
  • Second $3.75 million installment depends on achieving contract milestones
Argus May 14 session
-19.43% close to close Open Argus
Details

News Market Reaction – OFAL

On May 14, the day this news came out, OFAL closed 19.43% below the previous close.

Data tracked by StockTitan Argus for the May 14 session.

Key Figures

Platform technology fee: $7.5 million Installment amount: $3.75 million First installment received: $3.75 million +1 more
Platform technology fee
$7.5 million
Total Hearth tokenization services fee under Vero Beach Agreement
Installment amount
$3.75 million
Each of two milestone-based installments of the platform fee
First installment received
$3.75 million
Already received by OFA Group under the Agreement
Projected project value
$500 million
Client’s projected stabilized value of completed Vero Beach project

Historical Context

5 past events · Latest: Apr 06
5 events
  1. Apr 06

    IP co-ownership deal

    24h Move
    +2.5%

    Acquired 50% co-ownership of QIKBIM IP with capitalized development payments.

  2. Apr 06

    RWA services deal

    24h Move
    -22.9%

    Signed $15M Hearth tokenization agreement for $1B Long Island City project.

  3. Feb 02

    Platform go-live

    24h Move
    +10.5%

    Announced Hearth platform live in production with service fee model.

  4. Jan 26

    Regulatory positioning

    24h Move
    -5.8%

    Clarified Hearth as non-custodial technology-only infrastructure without fundraising role.

  5. Jan 26

    Platform launch

    24h Move
    +4.6%

    Launched Hearth RWA tokenization platform for institutional-grade assets.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

real world asset tokenization, blockchain-based, special purpose vehicle, smart contracts, +4 more
8 terms
real world asset tokenization technical
"entered into a Real World Asset Tokenization Service Agreement (the “Agreement”)"
The conversion of ownership rights in physical or financial assets into digital tokens recorded on a secure digital ledger, so pieces of an asset can be bought, sold or traded like shares. It matters to investors because it can turn large, hard-to-sell items — like real estate, art or loans — into smaller, tradable pieces, increasing liquidity, broadening access and speeding up transfers in a way similar to slicing a cake so more people can buy a slice.
blockchain-based technical
"provide blockchain-based tokenization technology infrastructure services"
"Blockchain-based" describes systems or technologies that rely on a digital ledger shared across many computers to record and verify transactions securely and transparently. Imagine a shared spreadsheet that everyone can see and update, but once a change is made, it cannot be altered without everyone’s agreement. This approach helps ensure trust and security without needing a central authority, which can be important for investors seeking reliable and tamper-proof record-keeping.
special purpose vehicle financial
"special purpose vehicle designated by the Client to hold the Project"
A special purpose vehicle (SPV) is a separate legal entity created to isolate financial risk or hold specific assets, much like a dedicated safe for a particular investment or project. Investors pay attention to SPVs because they can influence how risks and rewards are managed, and sometimes they are used to structure transactions more efficiently or hide certain financial details.
smart contracts technical
"development and deployment of smart contracts on the applicable blockchain network"
Self-executing digital agreements whose terms are written as code and stored on a distributed ledger so they run automatically when preset conditions are met — like a vending machine that releases a snack only after you insert the right coins. Investors care because smart contracts can speed up transactions, cut middlemen, reduce errors and fraud, and create new ways to issue, trade or enforce financial assets, which affects costs, risk and regulatory oversight.
View in glossary
digital registry technical
"maintenance of a digital registry of token issuances on the applicable blockchain"
A digital registry is an organized electronic list that stores structured records about specific subjects—such as patients, securities, products, or transactions—and the key facts tied to them. Like a searchable address book or ledger, it makes data easy to find, verify and analyze, which helps companies meet reporting rules, improve operations, measure performance, and give investors clearer evidence for valuing risks and future revenue.
broker-dealer financial
"will not act, as an issuer of securities, broker-dealer, placement agent"
A broker-dealer is a licensed firm or individual that both executes trades on behalf of clients (acting as a broker) and buys or sells securities for its own account (acting as a dealer). Investors care because broker-dealers provide the plumbing of markets — they place orders, hold or move cash and securities, offer research or advice, and their stability and fees directly affect trade execution, costs, and the safety of client funds; think of them as a combined travel agent and taxi for your investments.
investment adviser financial
"will not act, as an issuer of securities, broker-dealer, placement agent, investment adviser"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
usd coin financial
"payable in U.S. dollars or, at the Client’s election, in Bitcoin or USD Coin"
A USD coin is a digital token designed to keep its value equal to one U.S. dollar, acting like electronic cash on a blockchain. Investors use it as a stable place to park money, move funds quickly between platforms, or trade without converting back to bank dollars, much like holding cash in a wallet while avoiding slow bank transfers; it matters because it provides liquidity and stability within digital-asset markets but carries custody and regulatory risks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Rolling Hills, California, May 14, 2026 (GLOBE NEWSWIRE) -- OFA Group, Inc. (NASDAQ: OFAL) (“OFA” or the “Company”), a technology-driven architecture, real estate, and digital asset infrastructure company, today announced that, on May 8, 2026, the Company entered into a Real World Asset Tokenization Service Agreement (the “Agreement”) through its proprietary Hearth RWA tokenization platform with Vero 60 LLC and Vero Beach Land Development LLC (or its designated special purpose vehicle) (the “Client”).

Under the Agreement, the Company will provide blockchain-based tokenization technology infrastructure services in connection with the Client’s residential real estate development project located in Vero Beach, Florida (the “Project”). The Project consists of the redevelopment of an existing agriculture property into a low-density residential community. The projected stabilized value of the completed Project, as estimated by the Client, is approximately $500 million, subject to confirmation by an independent valuation report prior to token issuance. The projected Project value reflects the Client’s estimate for the completed development and does not represent any economic interest of the Company in the underlying real estate.

Platform Technology Fee

As consideration for the technology and tokenization infrastructure services described in the Agreement, the Client has agreed to pay the Company a platform technology fee of $7.5 million (the “Platform Technology Fee”), payable in two installments of $3.75 million each, subject to satisfaction of the milestones specified in the Agreement. The Platform Technology Fee is payable in U.S. dollars or, at the Client’s election, in Bitcoin or USD Coin, in each case as more fully described in the Agreement. The Company has received the first installment of $3.75 million in accordance with the terms of the Agreement.

The Platform Technology Fee:

  • is contractually established under the executed Agreement;
  • is not contingent upon the success of any capital raising, token sale, or investment activity, and is payable solely for access to and use of the Hearth platform and related infrastructure services;
  • is payable in milestone-based installments aligned with platform deployment phases as set forth in the Agreement; and
  • does not represent recognized revenue under U.S. generally accepted accounting principles. Revenue recognition will be determined in accordance with the Company’s accounting policies and applicable accounting standards based on the satisfaction of performance obligations.

Project and Token Structure

Tokenization under the Agreement is contemplated to occur at the pre-development stage of the Project. Digital tokens created under the Agreement are intended by the Client to represent equity or economic interests in a special purpose vehicle designated by the Client to hold the Project, and are not intended to constitute direct ownership of the underlying real property.

The Client, as issuer of the tokens, will be solely responsible for compliance with all applicable federal, state, and foreign securities laws and regulations, including selection of the applicable offering exemption and engagement of qualified securities counsel and any registered broker-dealer or placement agent required for the offering.

Scope of Services

Through the Hearth platform, the Company will provide technology infrastructure services to the Client, which may include:

  • design and technical creation of digital tokens;
  • development and deployment of smart contracts on the applicable blockchain network;
  • maintenance of a digital registry of token issuances on the applicable blockchain network;
  • technical support for the integration of project-related documentation; and
  • implementation of technical features reflecting compliance parameters specified by the Client and its counsel, including transfer restrictions and integrated third-party identity verification tools.

The Company’s role under the Agreement is strictly limited to technology and tokenization infrastructure. The Company does not act, and the Agreement expressly provides that the Company shall not act, as an issuer of securities, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising intermediary. The Company will not solicit, introduce, or refer investors, will not hold custody of investor funds or token proceeds, and will not participate in any capital raising activity. All offering structure, investor solicitation, marketing, regulatory compliance, and reporting obligations are the sole responsibility of the Client and its advisors.

Strategic Significance

The Agreement represents continued commercialization of the Company’s Hearth RWA tokenization platform and reflects ongoing institutional interest in blockchain-based infrastructure for real estate development.

Management Commentary

Larry Wong, Chief Executive Officer of OFA Group, commented:

“We are pleased to support this engagement and to continue demonstrating the capabilities of our Hearth platform as a technology provider for institutional-grade real estate development projects.”

Additional Information

Additional information regarding the Agreement, including a copy of the Agreement filed as an exhibit, is set forth in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on or about the date of this press release. The description of the Agreement in this press release is qualified in its entirety by reference to the full text of the Agreement as filed with the SEC.

About OFA Group, Inc.

OFA Group, Inc. (NASDAQ: OFAL) is a technology-driven architecture, real estate, and digital asset infrastructure company operating at the intersection of AI, construction, and blockchain. Through its Hearth platform, OFA provides non-custodial real world asset tokenization technology infrastructure for institutional-grade projects, in a strictly technology-focused role.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any security, token, or other instrument, in any jurisdiction. Any tokens to be issued in connection with the Project, if and when issued, will be issued by the Client (or its designated special purpose vehicle) and not by the Company, and will be subject to all applicable securities laws and to the offering exemption and transfer restrictions determined by the Client and its counsel. No tokens may be offered or sold in the United States absent registration under the Securities Act of 1933, as amended, or an applicable exemption from registration. The Company is not the issuer, sponsor, promoter, or distributor of any such tokens, and the Company makes no representation or warranty regarding the investment merit, regulatory status, financial performance, or market value of any such tokens.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding expected project value, anticipated platform deployment, and potential future revenue. These statements are subject to risks and uncertainties, including regulatory developments, project execution risks, and market conditions. Actual results may differ materially from those expressed or implied.

Contact
Investor Relations
OFA Group
Email: info@ofagroup.com
Website: www.ofacorp.com


FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did OFA Group (OFAL) announce about its Vero Beach tokenization deal on May 14, 2026?

OFA Group announced a Real World Asset Tokenization Service Agreement for a Vero Beach residential development project. According to the company, it will provide blockchain-based infrastructure via its Hearth platform while the Client manages securities issuance, compliance, and all capital-raising activities.

How much is the OFA Group (OFAL) Hearth platform fee in the Vero Beach agreement?

The agreement includes a $7.5 million platform technology fee for OFA Group. According to the company, this fee is payable in two $3.75 million installments, tied to deployment milestones, and is not contingent on any token sales or fundraising outcomes.

Has OFA Group (OFAL) received any cash from the Vero Beach tokenization agreement?

Yes, OFA Group has received the first $3.75 million installment of the platform fee. According to the company, the payment can be made in U.S. dollars, Bitcoin, or USD Coin, as specified in the executed agreement.

How will OFA Group (OFAL) recognize revenue from the $7.5 million Hearth platform fee?

The platform fee is not automatically recognized as revenue when billed or received. According to OFA Group, GAAP revenue recognition will depend on satisfying performance obligations under its accounting policies and applicable accounting standards over the life of the agreement.

What is the projected value of the Vero Beach residential project linked to OFA Group’s (OFAL) tokenization deal?

The Client estimates a projected stabilized value of about $500 million for the completed project. According to the company, this figure reflects the Client’s estimate only and does not give OFA Group any economic interest in the underlying real estate.

What role will OFA Group (OFAL) play in the Vero Beach real estate tokens?

OFA Group will only provide technology and tokenization infrastructure through its Hearth platform. According to the company, it will not act as issuer, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising intermediary and will not solicit investors or hold custody of funds.

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