Welcome to our dedicated page for OFA Group SEC filings (Ticker: OFAL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The OFA Group (NASDAQ: OFAL) SEC filings page on Stock Titan provides access to the company’s official regulatory disclosures as a foreign private issuer. OFA Group files reports on Form 20-F and Form 6-K under the Securities Exchange Act of 1934, documenting material events, financing arrangements, shareholder approvals, and changes to its capital structure as it builds an integrated architecture, AI, real-estate, and digital-asset business.
In these filings, investors can review details of OFA Group’s equity line of credit facility, which allows the company to sell ordinary shares to an institutional investor and directs a significant portion of net proceeds into a cryptocurrency-focused treasury strategy. The filings also describe a Securities Purchase Agreement for Series A Convertible Preferred Shares, including terms on conversion pricing, dividend rights, ranking, covenants, and triggering events that govern redemptions and default conditions.
OFA Group’s Form 6-K reports further outline shareholder-approved changes such as increases in authorized share capital, the re-designation of ordinary shares into Class A and Class B classes, adoption of a second amended and restated memorandum and articles of association, issuance of Class B ordinary shares, and the establishment of a digital asset treasury. Voting results from extraordinary general meetings are recorded in detail, providing transparency into shareholder support for these measures.
Regulatory and listing matters are also captured in the filings, including a Nasdaq notification regarding non-compliance with the minimum bid price requirement and the associated compliance period. Additional 6-Ks cover joint venture letters of intent for real-estate development, notices of shareholder meetings, and press releases that are incorporated by reference.
On Stock Titan, these filings are paired with AI-powered summaries that highlight key terms, structural features, and potential implications for shareholders. Users can quickly identify important provisions in OFA Group’s 6-Ks and related documents, while still having direct access to the full text as filed on EDGAR for deeper analysis.
OFA Group is implementing a 1-for-10 consolidation of its Class A ordinary shares, effective at 12:01 a.m. Eastern Time on July 31, 2026, to support continued listing on the Nasdaq Capital Market. The Class A shares will begin trading on a split-adjusted basis that day under the symbol OFAL with new CUSIP G6713S114.
At the effective time, every ten issued Class A ordinary shares will automatically be consolidated into one Class A ordinary share, reducing issued and outstanding Class A shares from 26,370,521 to approximately 2,637,052, with no fractional shares issued and any fraction rounded down. Class B ordinary shares are not affected. Shareholders approved the consolidation at an extraordinary general meeting on May 21, 2026, and the company will make proportionate adjustments to outstanding options, warrants, convertible securities and equity incentive plan reserves.
OFA Group provides architectural and interior design services, increasingly augmented by proprietary AI tools such as the QikBIM BIM platform and the in‑development PlanAID code‑compliance engine. Operations are centered in the United States with additional activity in Hong Kong, mainland China and Japan, including new subsidiaries and a planned Japan real estate and entertainment venture.
The company is pivoting into digital assets and tokenization. It co‑owns 50% of specified QikBIM intellectual property for a $17,500,000 purchase price, with installments due through 2026. It signed real‑world‑asset tokenization agreements for a Long Island City project with a $15,000,000 platform fee, initially settled partly in PropDeFi tokens recorded at zero value, and a Vero Beach project with a $7,500,000 fee. A crypto strategy contemplates accepting BTC and SOL for services and using treasury capital to buy those assets under defined allocation policies.
To fund growth, OFA arranged a PIPE for up to $50,000,000 in 12% Series A Convertible Preferred Shares and an equity facility with Atsion for up to $100,000,000 in Class A shares, with most net proceeds earmarked for cryptocurrency purchases. A dual‑class structure concentrates roughly 98.68% of voting power in three holders of 20,000,000 Class B shares, while the company works to remedy a Nasdaq minimum‑bid‑price deficiency and has transitioned from foreign private issuer to domestic U.S. reporting status.
OFA Group notified the SEC on June 30, 2026 that it cannot timely file its Form 10-K for the fiscal year ended March 31, 2026. The company says additional time is required to finalize financial statements and anticipates filing within the fifteen-day grace period provided by Rule 12b-25.
The company reports meaningful revenue growth of $514,878 for the year ending March 31, 2026 and discloses operating expenses and net losses of $7,406,517 and $7,308,136, respectively, attributing the changes to regulatory compliance costs, capital-markets activities, team expansion, and marketing initiatives.
OFA Group reported an unregistered sale of equity to a related party. On June 17, 2026, the company completed an additional closing under a prior Securities Purchase Agreement with TriCore Foundation, LLC, issuing 356 Series A Convertible Preferred Shares for a total purchase price of $320,400.
The newly issued Series A Preferred Shares have an aggregate stated value of $356,000. No Class A ordinary shares, conversion shares, dividend shares, or conversions of preferred shares occurred in this closing. The transaction relied on the private‑offering exemption under Section 4(a)(2) of the Securities Act, based on TriCore’s accredited investor representations.
OFA Group received an additional 180-day period from Nasdaq, through December 7, 2026, to regain compliance with the $1.00 minimum bid price requirement for its Class A ordinary shares. The shares remain listed on the Nasdaq Capital Market under the symbol OFAL.
The company must achieve a closing bid of at least $1.00 for 10 consecutive business days within this period or risk delisting, subject to appeal. OFA Group is monitoring its share price and may implement a reverse stock split, if necessary, to restore compliance.
OFA Group has filed a Form S-1 covering the resale of up to 61,000,000 Class A ordinary shares by existing selling shareholders. These shares consist of 35,000,000 shares issuable upon conversion of Series A Convertible Preferred Shares, 23,000,000 shares that may be issued under the Atsion equity purchase agreement, and 3,000,000 shares tied to a Conditional Waiver Amendment.
The company is not selling shares in this prospectus and will not receive proceeds from shareholders’ resales, though it has already raised $4.32 million from preferred share sales and may raise up to $39.6 million more from the PIPE facility and up to $100 million under the Atsion equity line. OFA Group operates an architectural services business in Hong Kong through a Cayman holding structure and highlights extensive regulatory, PRC/Hong Kong, data, and competition-law risks, as well as concentrated voting control by three main shareholders.
OFA Group amended its conditional waiver with Atsion Opportunity Fund so any unpaid portion of a $1,000,000 commitment fee can convert into Class A ordinary shares if the company defaults on the payment schedule. The unpaid balance would convert at the volume-weighted average price before the share transfer date, capped at 3,000,000 shares. The potential issuance of these "Default Shares" is described as exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
OFAL affiliate submitted a Form 144 to sell 1,730,000 shares of Common Stock. The filing lists 05/27/2026 and shows multiple recent dispositions by Tricore Foundation LLC through agent Yuanyi Wen, including sales on 05/26/2026 (153,511 shares) and 05/22/2026 (117,769 shares). The filing records the class as Founders Shares.
OFA Group held a 2026 Extraordinary General Meeting of Shareholders where investors approved the OFA Group 2026 Equity Incentive Plan. The Board adopted the plan on May 8, 2026, and it became effective upon this shareholder approval.
As of the April 16, 2026 record date, 26,266,846 Class A ordinary shares and 20,000,000 Class B ordinary shares were outstanding, each Class A share carrying one vote and each Class B share carrying 25 votes. Three proposals received strong shareholder support, with each item drawing more than 517 million votes in favor.