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 (OFAL) is asking shareholders at the 2026 annual meeting to approve a broad package of governance, capital-structure and financing proposals. Shareholders will vote on re-electing six incumbent directors, ratifying M&K CPAS, PLLC as auditor for the year ending March 31, 2027, and ratifying the Third Amended and Restated Memorandum and Articles of Association tied to a previously approved 10‑for‑1 consolidation of Class A ordinary shares.
The company seeks to consolidate all authorized but undesignated and unissued US$0.001 par shares 10‑for‑1 and change them into US$0.01 par shares, keeping total authorized capital at US$320,000. Immediately afterward, it proposes an Authorized Share Capital Increase to US$22,520,000 divided into 250,000,000 Class A shares (US$0.01), 20,000,000 Class B shares (US$0.001) and 2,000,000,000 undesignated shares (US$0.01), plus related amendments to its memorandum and articles.
Subject to those steps, the board is also seeking flexible authority to implement one or more future share consolidations of Class A and undesignated shares at aggregate ratios between 2‑for‑1 and 25‑for‑1, with fractional shares rounded up, and to adopt further amended and restated governing documents after any such consolidations. Another proposal asks shareholders, in accordance with Nasdaq Listing Rule 5635(d), to approve potential issuances of Class A shares under a purchase agreement with Atsion Opportunity Fund LLC – Series 1, under which OFA Group may sell up to US$100,000,000 of Class A shares over 36 months at its discretion. An adjournment proposal would allow the meeting to be postponed if more time is needed to secure votes.
OFA Group, a Cayman holding company for Hong Kong-based design and emerging real-estate/AI tokenization services, reported a net loss of $1.90 million on revenue of $14,879 for the quarter ended June 30, 2026. Losses were driven primarily by $924,586 of depreciation and amortization, including $881,609 of amortization on the recently acquired QikBIM AI software and Hearth blockchain platform, against a very small revenue base.
Total assets were $19.8 million, dominated by $15.2 million of intangible assets, while cash was $178,057 plus $1.68 million of restricted cash. The company disclosed an accumulated deficit of $11.1 million and a net working capital deficit of $4.58 million, and stated that these conditions raise substantial doubt about its ability to continue as a going concern. Management believes this doubt is alleviated by expected proceeds from real world asset tokenization agreements, additional committed equity under its PIPE facility, cost controls, and ongoing service revenue.
During the quarter OFA entered a $7.5 million Real World Asset Tokenization Service Agreement for the Vero 60 project and received a first $3.75 million installment in PPDF tokens, recorded as a contract liability with nil carrying value due to lack of reliable pricing. The company also expanded in Japan via two new subsidiaries, transitioned from foreign private issuer to U.S. domestic filer status, and completed a one-for-ten share consolidation of its Class A Ordinary Shares effective July 31, 2026.
OFA Group appointed Yan Xu as an independent director effective August 7, 2026. He will serve an initial term of one year, with potential renewal upon mutual agreement. The Board determined that he qualifies as an independent director and appointed him to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
Yan Xu, age 39, has more than 15 years of experience in traditional finance, digital assets, investment management, and legal and financial analysis. He founded Vega Ventures, a cryptocurrency-focused investment firm, in 2017. The company states there are no related-party arrangements, family relationships, or material related-party transactions involving Yan Xu that require disclosure.
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.