OFA Group Transitions to U.S. Domestic Issuer Status; Reaffirms United States as the Center of Its Growth Strategy

OFA Group (NASDAQ: OFAL) became a U.S. domestic issuer effective April 1, 2026, reflecting its U.S.-centered shareholders, leadership, operations, and revenue.

Rhea-AI Summary

OFA Group (NASDAQ: OFAL) became a U.S. domestic issuer effective April 1, 2026, reflecting its U.S.-centered shareholders, leadership, operations, and revenue. The company’s headquarters, Board, and most executives and major shareholders are U.S.-based, and its real-world asset tokenization revenue comes entirely from U.S. real property.

The Board reaffirmed a strategic directive to focus growth and capital allocation on U.S. assets, expand the Hearth RWA platform and QIKBIM/Planaide in U.S. markets, and scale its U.S. architectural practice, while maintaining Cayman and Hong Kong entities as administrative holding structures.

Positive

• Transition to U.S. domestic issuer status effective April 1, 2026
• Shareholder base, leadership, and headquarters concentrated in the United States
• RWA tokenization revenue fully derived from U.S.-situated real property
• Growth capital and acquisitions to focus on U.S.-based assets and operations
• Planned expansion of Hearth RWA platform using U.S.-licensed market infrastructure
• Scaling U.S. architectural practice under newly retained lead architect

Negative

• Subject to expanded SEC reporting on Forms 10-K, 10-Q, and 8-K
• Directors, officers, and 10% holders now subject to Section 16 reporting rules

Argus May 22 session

-31.09% close to close Open Argus

Details

News Market Reaction – OFAL

On May 22, the first trading day after this news, OFAL closed 31.09% below the previous close.

Data tracked by StockTitan Argus for the May 22 session.

Key Figures

Domestic issuer effective date: April 1, 2026 Sections referenced: Rule 405 & Rule 3b-4 Ownership threshold: 10 percent shareholders

Domestic issuer effective date

April 1, 2026

Cessation of foreign private issuer status

Sections referenced

Rule 405 & Rule 3b-4

Securities Act of 1933 and Exchange Act of 1934 definitions

Ownership threshold

10 percent shareholders

Insiders subject to Section 16 reporting and short‑swing rules

Historical Context

5 past events · Latest: May 14

5 events

1. May 14

   RWA deal – Vero Beach

   24h Move

   -19.4%

   Announced $7.5M Hearth tokenization platform fee for Florida residential project.

2. Apr 06

   QIKBIM IP realignment

   24h Move

   +2.5%

   Acquired 50% QIKBIM IP co-ownership with about $12.0M credited to price.

3. Apr 06

   RWA deal – LIC

   24h Move

   -22.9%

   Signed Long Island City RWA agreement with $15M platform technology fee.

4. Feb 02

   Hearth platform launch

   24h Move

   +10.5%

   Announced Hearth live in production with ~1.5% RWA technical service fee model.

5. Jan 26

   Hearth scope clarification

   24h Move

   -5.8%

   Clarified Hearth as non-custodial technology-only infrastructure without securities roles.

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

Key Terms

foreign private issuer, u.s. domestic issuer, real-world asset, tokenization, +4 more

8 terms

foreign private issuer regulatory

"ceased to qualify as a "foreign private issuer" within the meaning of Rule 405"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

View in glossary

u.s. domestic issuer regulatory

"now reports as a U.S. domestic issuer under the Securities and Exchange Commission's rules"

A U.S. domestic issuer is a company organized or incorporated in the United States that sells stocks or bonds under U.S. rules and reporting requirements. Think of it like a car registered in your state: it follows local laws, paperwork and safety checks, which gives investors clearer, standardized financial disclosures, legal protections and tax implications compared with foreign issuers — factors that affect risk, valuation and trading decisions.

real-world asset technical

"The Company's real-world asset ("RWA") tokenization revenue is derived entirely"

A real-world asset is a tangible or economically grounded item — such as property, commodities, loans, or equipment — that has intrinsic value in the physical economy. Investors care because these assets can provide stable cash flow, serve as collateral, and diversify portfolios against volatile market bets; think of them as the concrete bricks that can steady a portfolio built with more speculative paper or digital holdings.

tokenization technical

"The Company's real-world asset ("RWA") tokenization revenue is derived entirely"

Tokenization is the process of converting real-world assets or rights into digital tokens stored on a computer network. This allows assets, such as property or investments, to be divided into smaller parts, making them easier to buy, sell, or transfer electronically. For investors, tokenization can increase access to a wider range of investments and make transactions faster and more efficient.

broker-dealer financial

"including U.S. broker-dealer, transfer agent, and ATS components as applicable"

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.

transfer agent financial

"including U.S. broker-dealer, transfer agent, and ATS components as applicable"

A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.

ats financial

"including U.S. broker-dealer, transfer agent, and ATS components as applicable"

An ATS (Alternative Trading System) is a private electronic platform that matches buyers and sellers of stocks or other securities outside the main public exchanges. Think of it as a private marketplace that can offer faster trades, lower costs or more privacy than the big exchanges; for investors this can affect how quickly trades fill, the price achieved and where trading volume is routed, which in turn influences liquidity and execution quality.

View in glossary

section 16 regulatory

"shareholders will be subject to the reporting and short-swing profit provisions of Section 16"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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

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Torrance, California, May 21, 2026 (GLOBE NEWSWIRE) -- OFA Group (NASDAQ: OFAL) ("OFA Group" or the "Company") today announced that, effective April 1, 2026, the Company ceased to qualify as a "foreign private issuer" within the meaning of Rule 405 under the Securities Act of 1933 and Rule 3b-4 under the Securities Exchange Act of 1934, and now reports as a U.S. domestic issuer under the Securities and Exchange Commission's rules applicable to domestic registrants.

The transition reflects the Company's evolution over the past year and the geographic concentration of its shareholders, leadership, operations, and revenue in the United States. While OFA Group remains incorporated in the Cayman Islands and maintains a subsidiary in Hong Kong, the Company's principal executive offices, senior leadership, and substantially all of its operating activity are located in the United States.

A UNITED STATES-CENTERED COMPANY

OFA Group's transition to domestic issuer status is consistent with the composition and orientation of the Company today:

• Principal Executive Offices. The Company's headquarters and principal place of business are located in the United States.
• Board and Management. The entire Board of Directors and all but one member of the Company's executive officer group are U.S. citizens or U.S. residents.
• Shareholder Base. All of the Company's major shareholders are U.S. citizens or U.S. residents.
• Revenue. The Company's real-world asset ("RWA") tokenization revenue is derived entirely from U.S.-situated real property.
• Operations. The Company's growth platforms — including its architectural practice, its software offerings, and its RWA initiatives — are administered principally from the United States.
  

STRATEGIC DIRECTIVE: GROWTH ANCHORED IN THE UNITED STATES

Concurrent with the change in reporting status, the Board of Directors has reaffirmed a strategic directive that the United States will be the principal focus of the Company's growth and capital investment. The directive is organized around the following goals:

1. Capital Allocation. Direct the Company's growth capital, acquisitions, and strategic investments primarily toward U.S.-based assets, operations, and counterparties.
2. RWA Platform. Continue building the Company's Hearth RWA tokenization platform around U.S.-situated real property and U.S.-licensed market infrastructure, including U.S. broker-dealer, transfer agent, and ATS components as applicable.
3. QIKBIM and Planaide. Concentrate the initial commercial rollout of QIKBIM and Planaide on U.S. jurisdictions, with product, compliance, and go-to-market resources prioritized accordingly.
4. Office for Fine Architecture (U.S.). Establish and scale the U.S. branch of the Office for Fine Architecture. The Company has retained a new lead architect to head the U.S. practice and to direct domestic project sourcing, design, and delivery.
5. Talent and Governance. Maintain U.S.-resident leadership at the Board and executive level and continue recruiting U.S.-based operating talent across the Company's platforms.
6. The Cayman Islands incorporation and Hong Kong subsidiary are retained solely as administrative holding structures and do not represent independent growth markets or strategic priorities for the Company.

MANAGEMENT COMMENT

"OFA Group is a U.S. company in every operational sense that matters to investors — where we are headquartered, who leads us, who owns us, and where our revenue is generated," said Larry Wong, Chief Executive Officer of OFA Group. "Reporting as a domestic issuer aligns our public disclosures with that reality. It also reflects a clear commitment by the Board and management to build this Company in the United States."

EFFECT OF THE TRANSITION

As a U.S. domestic issuer, the Company will report on Forms 10-K, 10-Q, and 8-K, will be subject to the SEC's proxy rules under Section 14, and its directors, officers, and 10 percent shareholders will be subject to the reporting and short-swing profit provisions of Section 16. The Company has implemented compliance procedures to support these requirements and intends to continue holding itself to U.S. domestic issuer standards on a forward-looking basis.

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@ofacorp.com
Website: www.ofacorp.com

FAQ

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

What does OFA Group's (NASDAQ: OFAL) transition to U.S. domestic issuer status mean?

The transition means OFA Group now reports as a U.S. domestic issuer under SEC rules. According to OFA Group, it no longer qualifies as a foreign private issuer and will file Forms 10-K, 10-Q, and 8-K like other U.S.-registered companies.

When did OFA Group (OFAL) become a U.S. domestic issuer?

OFA Group became a U.S. domestic issuer effective April 1, 2026. According to OFA Group, the change follows its evolving U.S.-centered shareholder base, leadership, operations, and revenue, and aligns public disclosures with its primarily United States–focused business profile.

How will OFA Group's U.S. domestic issuer status affect OFAL investors?

Investors can expect OFA Group to follow standard U.S. reporting and proxy rules. According to OFA Group, it will file 10-K, 10-Q, and 8-K reports, and insiders must comply with Section 16 reporting and short-swing profit provisions, enhancing ongoing disclosure obligations.

What is OFA Group's new U.S.-focused growth strategy for OFAL shareholders?

OFA Group plans to concentrate growth and capital investment primarily in the United States. According to OFA Group, it will prioritize U.S.-based assets, operations, and counterparties across its Hearth RWA platform, QIKBIM, Planaide, and its U.S. Office for Fine Architecture practice.

How does OFA Group's Hearth RWA platform fit into its U.S. strategy for OFAL?

The Hearth RWA tokenization platform will be built around U.S.-situated real property and U.S.-licensed infrastructure. According to OFA Group, this includes broker-dealer, transfer agent, and ATS components in the United States, aligning digital asset efforts with its domestic growth directive.

Will OFA Group (OFAL) maintain its Cayman and Hong Kong entities after becoming U.S. domestic?

Yes, OFA Group will keep its Cayman incorporation and Hong Kong subsidiary as administrative holding structures. According to OFA Group, these entities are not treated as independent growth markets or strategic priorities, with growth primarily anchored in the United States going forward.

What governance and talent priorities support OFA Group's U.S. growth focus for OFAL?

OFA Group intends to maintain U.S.-resident leadership at Board and executive levels while recruiting U.S.-based operating talent. According to OFA Group, nearly all directors and executive officers are U.S. citizens or residents, reinforcing its domestic orientation and operational emphasis.