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OFA Group (NASDAQ: OFAL) details $15M real-world asset tech pact

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8-K/A

Rhea-AI Filing Summary

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.

Positive

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Negative

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Platform technology fee $15,000,000 Aggregate fee under Real World Asset Tokenization Service Agreement
Initial milestone payment 50% of $15,000,000 Due upon execution and delivery of initial platform architecture and configuration
Second milestone payment 50% of $15,000,000 Due upon initiation of smart contract deployment and full platform integration
Agreement date March 31, 2026 Date Real World Asset Tokenization Service Agreement was executed
Press release date April 6, 2026 Date company announced entry into the Agreement
Real World Asset Tokenization Service Agreement financial
"entered into a Real World Asset Tokenization Service Agreement (the “Agreement”) with MD Queens Development LLC"
Hearth RWA tokenization platform technical
"the Company, through its Hearth RWA tokenization platform, will provide certain blockchain-based tokenization infrastructure"
smart contracts technical
"development and deployment of smart contracts, digital asset registry infrastructure"
Self-executing digital agreements whose terms are written as code and stored on a distributed ledger so they run automatically when preset conditions are met — like a vending machine that releases a snack only after you insert the right coins. Investors care because smart contracts can speed up transactions, cut middlemen, reduce errors and fraud, and create new ways to issue, trade or enforce financial assets, which affects costs, risk and regulatory oversight.
indemnification provisions legal
"The Agreement contains customary representations and warranties, confidentiality obligations, indemnification provisions, limitations of liability"
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. On April 6, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 31, 2026

 

OFA GROUP

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42592   98-1824417

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

609 Deep Valley Drive, Suite 200 Rolling Hills, CA   92074
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (800) 418-5160

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Ordinary Shares, $0.001 par value per share   OFAL   The Nasdaq Capital Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Explanatory Note

 

On April 6, 2026, OFA Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report the Company entering into the Agreement (defined below). This Amendment No. 1 to the Original Report (this “Amendment”) amends the Original Report to file the correct Agreement. Such corrected form of Agreement is filed hereto as Exhibit 10.1 and replaces in its entirety the agreement that was filed as Exhibit 10.1 to the Original Report. Except as described above, the Original Report remains unchanged.

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On March 31, 2026, OFA Group, Inc. (the “Company”) entered into a Real World Asset Tokenization Service Agreement (the “Agreement”) with MD Queens Development LLC, or its designated special purpose vehicle (the “Client”), in connection with a proposed mixed-use real estate development project located in Long Island City, New York (the “Project”).

 

Pursuant to the Agreement, the Company, through its Hearth RWA tokenization platform, will provide certain blockchain-based tokenization infrastructure and related technology services in connection with the Project. Such services include, among other things, the design and technical creation of digital tokens representing interests in a designated special purpose vehicle associated with the Project, development and deployment of smart contracts, digital asset registry infrastructure, integration of project-related documentation, and implementation of certain compliance-enabled technical features.

 

Under the Agreement, the Company is entitled to receive an aggregate platform technology fee of $15,000,000. The fee is payable in two milestone-based installments, consisting of (i) an initial installment equal to 50% of the total fee upon execution of the Agreement and delivery of certain initial platform architecture and configuration materials and (ii) a second installment equal to the remaining 50% upon initiation of deployment of smart contracts, platform infrastructure and token issuance setup, and full platform integration, in each case subject to invoicing and the other terms and conditions of the Agreement. The Agreement provides that the fee constitutes compensation solely for technology and tokenization infrastructure services and is not contingent upon the success of any capital raising, token sale, or investment activity.

 

The Agreement further provides that the Company’s role is limited to technology infrastructure and platform services. The Agreement states that the Company will not act as an issuer, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising intermediary in connection with the Project or any digital assets issued in connection therewith, and that the Client will remain solely responsible for securities law compliance, offering structure, investor-related activities, and related matters.

 

The Agreement contains customary representations and warranties, confidentiality obligations, indemnification provisions, limitations of liability, and termination provisions. The Agreement will remain in effect until completion of the services described therein, unless earlier terminated in accordance with its terms.

 

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On April 6, 2026, the Company issued a press release announcing its entry into the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 7.01.

 

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
10.1   Real World Asset Tokenization Service Agreement, dated March 31, 2026, by and between OFA Group, Inc. and MD Queens Development LLC (or its designated special purpose vehicle).
99.1   Press Release, dated April 6, 2026. (incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K, filed with SEC on April 6, 2026)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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

 

Date: April 22, 2026 OFA Group
     
  By: /s/ Li Hsien Wong
  Name:  Li Hsien Wong
  Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did OFA Group (OFAL) change in this amended 8-K/A filing?

OFA Group filed an amendment to replace a previously filed contract with the correct Real World Asset Tokenization Service Agreement. The updated agreement is attached as Exhibit 10.1 and does not otherwise change the substance of the earlier report.

What services will OFA Group (OFAL) provide under the tokenization agreement?

OFA Group will deliver blockchain-based tokenization infrastructure via its Hearth RWA platform. Services include designing digital tokens, developing and deploying smart contracts, creating digital asset registry infrastructure, integrating project documentation, and implementing compliance-enabled technical features for the Long Island City project.

How much will OFA Group (OFAL) be paid under the MD Queens tokenization deal?

Under the Agreement, OFA Group is entitled to a $15,000,000 platform technology fee. This is paid in two equal milestone-based installments: one upon execution and initial architecture delivery, and another upon initiation of smart contract deployment, platform infrastructure, and full tokenization integration.

Is OFA Group (OFAL) involved in fundraising or securities issuance for the Long Island City project?

The Agreement specifies OFA Group’s role is limited to technology infrastructure and platform services. It will not act as an issuer, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising intermediary; the client remains responsible for securities law compliance and investor-related activities.

How long will the OFA Group (OFAL) tokenization agreement remain in effect?

The Agreement will remain in effect until completion of the services described in it. It also includes customary termination provisions, allowing earlier termination in accordance with its terms if certain conditions arise or are triggered.

What disclosures did OFA Group (OFAL) make under Regulation FD in this filing?

OFA Group noted that on April 6, 2026 it issued a press release announcing its entry into the Agreement. That press release is furnished as Exhibit 99.1, and the furnished information is not deemed filed for Exchange Act Section 18 liability purposes.

Filing Exhibits & Attachments

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Agreements & Contracts

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