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 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.
OFA Group entered a Real World Asset Tokenization Service Agreement to provide blockchain-based tokenization infrastructure for a residential development project in Vero Beach, Florida. The Company will earn a platform technology fee of $7.5 million, paid in two milestone-based installments of $3.75 million each, and has already received the first installment. The fee is compensation solely for technology and tokenization infrastructure services and is not tied to the success of any capital raising or token sale. Tokens are intended to represent interests in a special purpose vehicle designated by the client, and the client remains solely responsible for all securities law compliance and investor-related activities. OFA’s role is strictly limited to non-custodial technology and infrastructure through its Hearth RWA platform, supporting further commercialization of its blockchain-based real estate tokenization capabilities.
OFA Group is asking shareholders to approve several major items at its May 21, 2026 extraordinary general meeting, including a 1‑for‑10 consolidation of all Class A ordinary shares to help address Nasdaq’s $1.00 minimum bid price requirement. The company also seeks approval of a Third Amended and Restated Memorandum and Articles of Association to reflect the consolidation and related governance changes, and a new 2026 Equity Incentive Plan. The plan would initially reserve 3,940,027 ordinary shares (after the consolidation) for options, RSUs and other awards, with an annual “evergreen” increase of up to 5% of shares outstanding through 2036. As of April 16, 2026, there were 26,266,846 Class A and 20,000,000 Class B ordinary shares outstanding, and three main shareholders, including the CEO and CTO, controlled about 98.68% of total voting power. The board unanimously recommends voting in favor of all proposals, including an adjournment authority if additional time is needed to solicit proxies.
OFA Group is soliciting proxies for its 2026 Extraordinary General Meeting to be held May 21, 2026, to vote on four proposals. Shareholders are asked to approve a 1-for-10 share consolidation of Class A ordinary shares, adoption of revised memorandum and articles (3rd M&AA) contingent on the consolidation, and the OFA Group 2026 Equity Incentive Plan. The Board set April 16, 2026 as the record date. At the record date there were 26,266,846 Class A shares and 20,000,000 Class B shares outstanding; certain insiders control approximately 98.68% of total voting power. The Board unanimously recommends a vote FOR all proposals.
OFA Group, Inc. filed an amended report to replace a previously filed contract with the correct Real World Asset Tokenization Service Agreement for a mixed-use real estate project in Long Island City, New York.
Through its Hearth RWA tokenization platform, the company will provide blockchain-based tokenization infrastructure, including designing digital tokens tied to a special purpose vehicle, developing smart contracts, and building digital asset registry and compliance features. The Agreement entitles OFA Group to a platform technology fee of $15,000,000, paid in two equal milestone-based installments as initial architecture is delivered and as smart contracts, platform infrastructure, token issuance setup, and full integration are initiated. The fee is solely for technology and infrastructure services and is not contingent on any capital raising or token sale. The Agreement clarifies that OFA Group will not act as an issuer, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising intermediary, while the client remains responsible for securities law and investor-related matters.