OFA Group (OFAL) lands $7.5M Hearth tokenization contract for Vero Beach project
Rhea-AI Filing Summary
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.
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Insights
OFA secures a $7.5M, non-contingent tech-fee contract for its Hearth tokenization platform.
OFA Group has signed a Real World Asset Tokenization Service Agreement to provide Hearth platform infrastructure for a Vero Beach, Florida residential development. The contract carries a $7.5 million technology fee, payable in two $3.75 million milestones, with the first already received.
The fee is explicitly tied only to technology and tokenization services and is not contingent on any capital-raising or token sale outcomes. The client’s projected stabilized project value of about $500 million is their estimate and does not give OFA an ownership stake; economics are via service fees only.
OFA’s role is carefully defined as non-custodial technology infrastructure, with the client responsible for securities compliance and investor activities. Future company filings will clarify how and when the $7.5 million fee converts into recognized revenue under applicable accounting standards.
8-K Event Classification
Key Figures
Key Terms
Real World Asset Tokenization Service Agreement financial
Hearth RWA tokenization platform financial
platform technology fee financial
milestone-based installments financial
digital tokens representing interests financial
forward-looking statements financial
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Item 1.01. Entry into a Material Definitive Agreement.
On May 8, 2026, OFA Group, Inc. (the “Company”) entered into a Real World Asset Tokenization Service Agreement (the “Agreement”) with Vero 60 LLC and Vero Beach Land Development LLC, or its designated special purpose vehicle (the “Client”), in connection with a proposed residential real estate development project located in Vero Beach, Florida (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 $7,500,000. 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 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 8.01 Other Events.
On May 14, 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 under this Item 8.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 10.1 | Real World Asset Tokenization Service Agreement, dated May 8, 2026, by and between OFA Group, Inc. and Vero 60 LLC and Vero Beach Land Development LLC (or its designated special purpose vehicle). | |
| 99.1 | Press Release, dated May 14, 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: May 14, 2026 | OFA Group | |
| By: | /s/ Li Hsien Wong | |
| Name: | Li Hsien Wong | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
OFA Group Enters $7.5 Million Tokenization Platform Services Agreement for Vero Beach, Florida Residential Development Project
Rolling
Hills, California – May
Under the Agreement, the Company will provide blockchain-based tokenization technology infrastructure services in connection with the Client’s residential real estate development project located in Vero Beach, Florida (the “Project”). The Project consists of the redevelopment of an existing agriculture property into a low-density residential community. The projected stabilized value of the completed Project, as estimated by the Client, is approximately $500 million, subject to confirmation by an independent valuation report prior to token issuance. The projected Project value reflects the Client’s estimate for the completed development and does not represent any economic interest of the Company in the underlying real estate.
Platform Technology Fee
As consideration for the technology and tokenization infrastructure services described in the Agreement, the Client has agreed to pay the Company a platform technology fee of $7.5 million (the “Platform Technology Fee”), payable in two installments of $3.75 million each, subject to satisfaction of the milestones specified in the Agreement. The Platform Technology Fee is payable in U.S. dollars or, at the Client’s election, in Bitcoin or USD Coin, in each case as more fully described in the Agreement. The Company has received the first installment of $3.75 million in accordance with the terms of the Agreement.
The Platform Technology Fee:
| ● | is contractually established under the executed Agreement; |
| ● | is not contingent upon the success of any capital raising, token sale, or investment activity, and is payable solely for access to and use of the Hearth platform and related infrastructure services; | |
| ● | is payable in milestone-based installments aligned with platform deployment phases as set forth in the Agreement; and | |
| ● | does not represent recognized revenue under U.S. generally accepted accounting principles. Revenue recognition will be determined in accordance with the Company’s accounting policies and applicable accounting standards based on the satisfaction of performance obligations. |
Project and Token Structure
Tokenization under the Agreement is contemplated to occur at the pre-development stage of the Project. Digital tokens created under the Agreement are intended by the Client to represent equity or economic interests in a special purpose vehicle designated by the Client to hold the Project, and are not intended to constitute direct ownership of the underlying real property.
The Client, as issuer of the tokens, will be solely responsible for compliance with all applicable federal, state, and foreign securities laws and regulations, including selection of the applicable offering exemption and engagement of qualified securities counsel and any registered broker-dealer or placement agent required for the offering.
Scope of Services
Through the Hearth platform, the Company will provide technology infrastructure services to the Client, which may include:
| ● | design and technical creation of digital tokens; | |
| ● | development and deployment of smart contracts on the applicable blockchain network; | |
| ● | maintenance of a digital registry of token issuances on the applicable blockchain network; | |
| ● | technical support for the integration of project-related documentation; and | |
| ● | implementation of technical features reflecting compliance parameters specified by the Client and its counsel, including transfer restrictions and integrated third-party identity verification tools. |
The Company’s role under the Agreement is strictly limited to technology and tokenization infrastructure. The Company does not act, and the Agreement expressly provides that the Company shall not act, as an issuer of securities, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising intermediary. The Company will not solicit, introduce, or refer investors, will not hold custody of investor funds or token proceeds, and will not participate in any capital raising activity. All offering structure, investor solicitation, marketing, regulatory compliance, and reporting obligations are the sole responsibility of the Client and its advisors.
Strategic Significance
The Agreement represents continued commercialization of the Company’s Hearth RWA tokenization platform and reflects ongoing institutional interest in blockchain-based infrastructure for real estate development.
Management Commentary
Larry Wong, Chief Executive Officer of OFA Group, commented:
“We are pleased to support this engagement and to continue demonstrating the capabilities of our Hearth platform as a technology provider for institutional-grade real estate development projects.”
Additional Information
Additional information regarding the Agreement, including a copy of the Agreement filed as an exhibit, is set forth in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on or about the date of this press release. The description of the Agreement in this press release is qualified in its entirety by reference to the full text of the Agreement as filed with the SEC.
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 technology infrastructure for institutional-grade projects, in a strictly technology-focused role.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any security, token, or other instrument, in any jurisdiction. Any tokens to be issued in connection with the Project, if and when issued, will be issued by the Client (or its designated special purpose vehicle) and not by the Company, and will be subject to all applicable securities laws and to the offering exemption and transfer restrictions determined by the Client and its counsel. No tokens may be offered or sold in the United States absent registration under the Securities Act of 1933, as amended, or an applicable exemption from registration. The Company is not the issuer, sponsor, promoter, or distributor of any such tokens, and the Company makes no representation or warranty regarding the investment merit, regulatory status, financial performance, or market value of any such tokens.
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.
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Website: www.ofacorp.com