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[SCHEDULE 13G] OFA Group SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G
Rhea-AI Filing Summary

FNHK Inc. and Larry Wong together report beneficial ownership of 1,649,445 ordinary shares of OFA Group, equal to 11.85% of the outstanding ordinary shares as calculated from the issuer's Form 20-F. FNHK Inc., a California corporation, is the record holder of these ordinary shares (par value $0.001) and is reported to hold sole voting and sole dispositive power over the 1,649,445 shares.

Li Hsien "Larry" Wong, the issuer's Chief Executive Officer and a director, is President of FNHK Inc. and is reported to share voting and dispositive power with respect to those same shares. The filing states this disclosure should not be construed as an admission of beneficial ownership for Section 13(d) or 13(g) purposes.

Positive
  • Material disclosure of 11.85% stake (1,649,445 shares) exceeding the 5% reporting threshold
  • Clear allocation of voting and dispositive power showing FNHK Inc. as record holder with sole powers
  • Identification of the reporting relationship (Larry Wong as President of FNHK Inc. and CEO/director of the issuer)
Negative
  • Concentrated ownership — 11.85% held by a single reporting group may affect free float and voting dynamics
  • Control routed through affiliated entity (FNHK Inc.), which can obscure direct individual ownership interests

Insights

TL;DR: Reporting persons disclose a material 11.85% stake; record ownership is held by an affiliated entity with voting/dispositive powers split as stated.

The Schedule 13G provides a clear, quantitative disclosure: 1,649,445 shares (11.85%) of OFA Group are held of record by FNHK Inc. and attributed in part to Larry Wong. For capital markets participants, the disclosure is material because it identifies a concentrated position above the 5% threshold and clarifies how voting and dispositive powers are allocated between the entity and the individual. The filing cites the issuer's Form 20-F as the basis for the percentage calculation, which supports verifiability of the ownership percentage.

TL;DR: Insider control is routed through a record holder entity, with the CEO identified as exercising shared authority—useful governance disclosure.

The filing documents that FNHK Inc. is the record holder with sole voting and dispositive power over the reported shares while Larry Wong is identified as exercising shared voting and dispositive power by virtue of his role with FNHK Inc. This delineation is important for assessing potential conflicts of interest and governance concentration because it shows how control is exercised through an affiliated corporate vehicle rather than direct individual ownership. The statement that it should not be construed as an admission of beneficial ownership is a standard legal qualifier included in the filing.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: The 1,649,445 ordinary shares referred to in Rows 5, 7, and 9 represent Issuer's ordinary shares, par value $0.001 per share ("Ordinary Shares"). FNHK Inc. is the record holder of the Ordinary Shares reported herein. Li Hsien "Larry" Wong, the Chief Executive Officer and director of the Issuer, exercises voting and dispositive power over the securities held by FNHK Inc. The address of FNHK Inc. is 609 Deep Valley Dr., Suite 223, Rolling Hills, CA 90274.The percentage in Row 11 is based on Ordinary Shares issued and outstanding as of July 31, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended March 31, 2025 filed with the Securities and Exchange Commission on July 31, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: The 1,649,445 ordinary shares referred to in Rows 5, 7, and 9 represent Issuer's ordinary shares, par value $0.001 per share ("Ordinary Shares"). FNHK Inc. is the record holder of the Ordinary Shares reported herein. Li Hsien "Larry" Wong, the Chief Executive Officer and director of the Issuer, exercises voting and dispositive power over the securities held by FNHK Inc. The address of FNHK Inc. is 609 Deep Valley Dr., Suite 223, Rolling Hills, CA 90274.The percentage in Row 11 is based on Ordinary Shares issued and outstanding as of July 31, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended March 31, 2025 filed with the Securities and Exchange Commission on July 31, 2025.


SCHEDULE 13G



FNHK Inc.
Signature:/s/ Larry Wong
Name/Title:Larry Wong/President
Date:08/13/2025
Larry Wong
Signature:/s/ Larry Wong
Name/Title:Individual
Date:08/13/2025
Exhibit Information

Ex 1 - JOINT FILING AGREEMENT

FAQ

What stake in OFA Group (OFAL) do FNHK Inc. and Larry Wong report?

They report beneficial ownership of 1,649,445 ordinary shares, representing 11.85% of outstanding shares based on the issuer's Form 20-F.

Who is the record holder of the shares reported on the Schedule 13G?

FNHK Inc. is the record holder of the reported ordinary shares; the shares have par value $0.001.

How are voting and dispositive powers allocated between FNHK Inc. and Larry Wong?

The filing states FNHK Inc. has sole voting and sole dispositive power over 1,649,445 shares, while Larry Wong is reported to have shared voting and shared dispositive power with respect to those shares.

On what basis is the 11.85% ownership percentage calculated?

The percentage is based on Ordinary Shares issued and outstanding as of July 31, 2025, as reported in the issuer's Annual Report on Form 20-F for the fiscal year ended March 31, 2025.

Does the filing admit legal beneficial ownership under Sections 13(d) or 13(g)?

No. The statement includes a qualifier that it shall not be construed as an admission that the reporting persons are beneficial owners for purposes of Section 13(d) and 13(g).
OFA Group

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Engineering & Construction
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United States
Rolling Hills