OFA Group signs JV LOI for Indiana care facility

OFA Group reported that it signed a binding Letter of Intent with Next Investment LLC to form a joint venture to develop, design, construct, finance and operate a senior care facility in Indiana.

Rhea-AI Filing Summary

OFA Group reported that it signed a binding Letter of Intent with Next Investment LLC to form a joint venture to develop, design, construct, finance and operate a senior care facility in Indiana. Under the LOI, OFA Group will own 60% of the joint venture and Next will own 40%, with a three‑member board where OFA Group appoints two managers and Next appoints one. Next will contribute a specified property in Alexandrew, Indiana to the venture, while OFA Group will handle design, construction management and financing, and profits will be shared according to ownership stakes.

Within ten business days of the LOI, OFA Group will place $100,000 in an independent escrow account until the property is development ready and permits for construction are obtained. OFA Group has 60 calendar days from signing to complete due diligence on the property, with related costs shared equally with Next. The LOI is intended to remain in effect for 120 days from execution, with a possible extension, while the parties work toward definitive agreements, and the company has issued a press release announcing the arrangement.

Insights

Cross-border real estate JV analyst

OFA Group advances into U.S. senior care via a 60/40 Indiana JV LOI.

The company has entered a binding Letter of Intent with Next Investment LLC to form a joint venture focused on developing and operating a senior care facility in Indiana. OFA Group would hold 60% and board control with two of three managers, while Next contributes the Alexandrew, Indiana property and retains a 40% stake. Profits will follow these ownership percentages, aligning governance with economics.

The LOI assigns OFA Group responsibility for design, construction management and financing, which concentrates development and funding obligations on the company. A $100,000 escrow deposit is required within ten business days, held until the property is development ready and permits are in place, and there is a 60‑day due diligence window with costs shared equally. The LOI is effective for 120 days from execution, with possible extension, so actual impact will depend on negotiating and signing definitive agreements within that period.

FAQ

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

What joint venture did OFA Group (OFAL) agree to pursue in Indiana?

OFA Group signed a binding Letter of Intent with Next Investment LLC to form a joint venture to develop, design, construct, finance and operate a senior care facility in Indiana.

How will ownership and governance of the OFA Group Indiana joint venture be structured?

The joint venture is intended to be owned 60% by OFA Group and 40% by Next, with a three‑person board of managers where OFA Group appoints two members and Next appoints one.

What are OFA Group and Next each contributing to the Indiana senior care JV?

Next will contribute the property at 1817 S Park Ave, Alexandrew, Indiana, while OFA Group will be responsible for design, construction management and financing of the facility. Profits will be allocated in line with their 60%/40% ownership interests.

What financial commitments did OFA Group make under the Letter of Intent?

Within ten business days of the LOI, OFA Group will deposit $100,000 into an independent escrow account, to be held until the property is development ready and all construction permits have been obtained.

How long does OFA Group have to complete due diligence on the Indiana property?

After the LOI is executed, OFA Group has 60 calendar days to complete due diligence on the property, with all related costs and expenses shared equally between OFA Group and Next.

How long will the OFA Group–Next Investment LOI remain in effect?

The LOI will remain in full force for 120 days from the execution date, with the possibility of extension while the parties negotiate definitive agreements and related transaction documents.

Did OFA Group publicly announce the Indiana JV Letter of Intent?

Yes. On August 25, 2025, OFA Group issued a press release announcing that it had entered into the Letter of Intent, which is filed as an exhibit together with the LOI itself.

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

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/25/2025 - 08:20 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-42592

OFA GROUP

(Translation of registrant’s name into English)

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

On August 19, 2025, OFA Group (the “Company”) entered into a binding Letter of Intent (the “LOI”) with Next Investment LLC (“Next”), a California limited liability company. Under the LOI, the Company and Next intend to form a joint venture (“JV”) for the development, design, construction, financing and operation of a senior care facility in Indiana. Pursuant to the LOI, the Company and Next shall own 60% and 40% of the JV, respectively. The Company shall be entitled to appoint two members to the three person board of managers of the JV and Next shall be entitled to appoint one member. Next will contribute a property located at 1817 S Park Ave, Alexandrew, IN 46601 (the “Property”) to the JV and the Company shall be responsible for the design and construction management and finances of the facility. Any profits will be allocated between the parties proportionately to their ownership interest. Within ten business days of the LOI, the Company will deposit $100,000 in an independent escrow account until the Property is development ready and all necessary permits have been obtained for construction to commence. Following the execution of the LOI, the Company has 60 calendar days to complete due diligence of the Property with all costs and expenses to be shared equally between the Company and Next. The LOI also contains other customary provisions, including non-compete, confidentiality and exclusivity.

The terms of the LOI shall remain in full force for a period of 120 days from the date of execution with the possibility of extension, while the collaboration details will be formalized in subsequent definitive agreements and related transaction documents.

On August 25, 2025, the Company issued a press release announcing that it had entered into the LOI.

The foregoing summary of the terms of the LOI are subject to, and qualified in their entirety by, the LOI, a copy of which is filed as Exhibit 99.1 to this Form 6-K and are incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward Looking Statements

This Form 6-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 6-K are forward-looking statements. When used in this Form 6-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 20-F and initial public offering prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Letter of Intent, dated as of August 19, 2025, by and between OFA Group and Next Investment LLC
99.2		Press Release, dated August 25, 2025

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OFA Group
Date: August 25, 2025	By:	/s/ Li Hsien Wong
		Li Hsien Wong
		Chief Executive Officer