OFA Group (OFAL) Registration filing summary

Company overview and business model

• Provides architectural design, fit-out, project management, and application services, primarily in Hong Kong, with expansion plans for the US and Asia-Pacific markets.

• Integrates AI and digital tools, including proprietary and third-party platforms, to enhance design efficiency and compliance.

• Launched a digital asset strategy, including blockchain-based real-world asset tokenization and a cryptocurrency treasury focused on Bitcoin and Solana.

• Operates through a holding company in the Cayman Islands, with a wholly owned Hong Kong subsidiary and several US-based subsidiaries.

Financial performance and metrics

• Revenue for the nine months ended December 31, 2025: $653,365, up 220% from $203,884 in the prior year period.

• Net loss for the nine months ended December 31, 2025: $5,900,892, compared to $282,028 in the prior year period.

• Gross profit for the nine months ended December 31, 2025: $193,402, with a gross margin of 29.6%.

• Cash and cash equivalents as of December 31, 2025: $466,652.

• Outstanding bank borrowings as of December 31, 2025: $473,566 at a 3% interest rate.

• Two major customers accounted for over 93% of revenue for the nine months ended December 31, 2025.

Use of proceeds and capital allocation

• No proceeds from resale of shares by selling shareholders; proceeds from PIPE and Atsion agreements may total up to $139.6 million.

• 100% of PIPE proceeds allocated to general corporate purposes and working capital.

• 80% of net proceeds from the Atsion equity facility contractually designated for cryptocurrency purchases (BTC and SOL), with the remainder for general corporate purposes.

• Structured liquidity plan includes minimum USD reserves, rebalancing protocols, and risk controls for digital asset holdings.