$1B NYC project taps OFA Group (NASDAQ: OFAL) RWA platform
Rhea-AI Filing Summary
OFA Group, Inc. entered into a Real World Asset tokenization service agreement with MD Queens Development LLC for a Long Island City mixed-use project, entitling the company to a $15,000,000 platform technology fee. The fee is milestone-based, with 50% due at agreement execution and initial platform delivery and 50% at deployment of smart contracts and full integration. A related press release notes the project’s estimated stabilized value is about $1 billion and confirms OFA has already received the first payment, giving near-term revenue visibility. OFA’s role is limited to blockchain-based technology and tokenization infrastructure, while the client remains solely responsible for securities law compliance and investor-related activities.
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Insights
$15M contracted RWA fee strengthens OFA’s near-term revenue visibility.
OFA Group secured a $15,000,000 platform technology fee for providing Real World Asset tokenization services on a Long Island City mixed-use project with an estimated stabilized value of about $1 billion. The contract is tied to delivering blockchain infrastructure rather than fundraising outcomes.
The fee is split into two milestones, each equal to 50% of the total, linked to initial platform setup and subsequent smart contract deployment and integration. The company has already received the first payment, reducing collection risk on a portion of the contract value.
The agreement clearly limits OFA’s role to technology services and assigns securities law compliance and investor activities to the client. Future disclosures about additional RWA mandates or follow-on work on this project could further clarify the platform’s commercial traction.
8-K Event Classification
Key Figures
Key Terms
Real World Asset tokenization financial
special purpose vehicle financial
smart contracts technical
Regulation FD Disclosure regulatory
indemnification provisions regulatory
compliance-enabled technical features technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. | |
| 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 6, 2026 | OFA Group | |
| By: | /s/ Li Hsien Wong | |
| Name: | Li Hsien Wong | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
OFA Group Announces $15 Million RWA Tokenization Agreement for $1 Billion Long Island City Development
Rolling Hills, California – April 6, 2026 — OFA Group, Inc. (NASDAQ: OFAL) (“OFA” or the “Company”), a technology-driven architecture, real estate, and digital asset infrastructure company, today announced the execution of a Real World Asset (RWA) tokenization service agreement through its proprietary Hearth RWA Tokenization Platform with MD Queens Development LLC.
The agreement relates to a major mixed-use development project located in Long Island City, New York, with an estimated stabilized value of approximately $1 billion. The project involves the redevelopment of an existing warehouse site into a premier residential and commercial tower.
Contracted Platform Revenue
Under the terms of the agreement, OFA will provide end-to-end blockchain-based tokenization infrastructure for the project and will receive a total platform technology fee of $15 million.
The fee:
| ● | Is contractually secured under a signed agreement | |
| ● | Is not contingent upon capital raising, token sales, or investment performance | |
| ● | Represents compensation solely for technology and infrastructure services |
The payment is structured in milestone-based installments aligned with platform deployment and smart contract integration phases.
This engagement provides near-term revenue visibility and reflects the Company’s ability to monetize its RWA infrastructure platform through institutional-grade projects.
The Company has received the first payment in accordance with the terms of the agreement.
Project and Tokenization Structure
The Long Island City project is expected to undergo tokenization at the pre-development stage, enabling early-stage capital structuring through blockchain-based infrastructure.
Digital tokens created under the platform are intended to represent interests in a designated special purpose vehicle (SPV) associated with the project, rather than direct ownership of the underlying real estate asset.
Scope of Services
Through its Hearth platform, OFA will provide a comprehensive suite of technology services, including:
| ● | Design and creation of digital tokens | |
| ● | Development and deployment of smart contracts | |
| ● | Digital asset registry infrastructure | |
| ● | Integration of project-related documentation | |
| ● | Compliance-enabled technical features, including transfer restrictions and identity verification frameworks |
The Company’s role is strictly limited to providing technology infrastructure. OFA does not act as an issuer, broker-dealer, placement agent, investment adviser, or exchange operator, and does not participate in investor solicitation, fundraising, or custody of funds or tokens.
All securities law compliance, offering structure, and investor-related activities remain the sole responsibility of the client and its advisors.
Strategic Significance
This agreement represents a meaningful step in the commercialization of OFA’s RWA platform and highlights increasing institutional interest in integrating blockchain-based infrastructure into large-scale real estate development.
By engaging at the pre-development phase, the Company is positioned to support next-generation capital formation models while maintaining a clear, compliance-focused role as a technology provider.
Management Commentary
Larry Wong, CEO of OFA Group, commented:
“This agreement reflects continued progress in the adoption of blockchain infrastructure for real-world assets. We are pleased to support a project of this scale and to demonstrate how our Hearth platform can deliver secure, compliant, and scalable tokenization solutions for institutional-grade developments.”
About
OFA Group, Inc.
OFA Group, Inc. (NASDAQ: OFAL) is a technology-driven architecture, real estate, and digital asset infrastructure company operating at the intersection of AI, construction, and blockchain.
Through its Hearth platform, OFA provides non-custodial real world asset tokenization infrastructure, enabling compliant digital asset representation for institutional-grade projects while maintaining a strictly technology-focused role.
Forward-Looking
Statements
This press release contains forward-looking statements, including statements regarding expected project value, anticipated platform deployment, and potential future revenue. These statements are subject to risks and uncertainties, including regulatory developments, project execution risks, and market conditions. Actual results may differ materially from those expressed or implied.
Contact
Investor Relations
OFA Group
Email: info@ofacorp.com
Website: www.ofacorp.com