15 July 2026
OFA Group
CIK: 2036307•1 Annual Report•Latest: 2026-07-14
Disclaimer: AI-assisted summary of SEC Form 10-K filings. Not official company content and not investment, legal, accounting, or tax advice. See full disclaimer here.
10-K / July 14, 2026
OFA Group
Company and structure
- Domicile: Cayman Islands (exempted company) with principal operating subsidiary in Hong Kong.
- Operating subsidiary: Office for Fine Architecture Limited (Hong Kong) — provides architectural design and fit-out services.
- Related entities and activities: OFA Financial, Inc. (Delaware); Office for Fine Architecture, Inc. (California); OFA Financial HK Limited; Guangzhou Zhiyi Consulting Services Co., Ltd.; OFA Asset Management, Inc.; Hearth Labs, Inc. (digital-asset infrastructure); and multiple real-world-asset/tokenization initiatives (Hearth RWA platform).
- Corporate developments: a Co-Development Agreement (May 23, 2025) and subsequent IP acquisition arrangements related to the QikBIM system culminated in a 50% co-ownership in QikBIM IP acquired March 31, 2026, with the Company retaining operational control.
- As of March 31, 2026 the company expanded into digital-asset/tokenization activities and cryptocurrency treasury management (BTC and SOL).
Core business and services
- Primary focus: comprehensive architectural services for commercial and residential properties, including design and fit-out.
- Design services: conceptual design, layout plans, detailed design drawings, budget guidance, space optimization, materials and fittings selection, furniture, and quoted designs.
- Fit-out services: installation of protective materials, partition walls, windows/window frames, decorative fittings, plumbing, electrical wiring and related works.
- Additional services: project management, application services for regulatory approvals and compliance, and design-only services including 3D modeling and visualization.
- Revenue mix (fiscal years ended March 31):
- Design and fit-out: 2026 revenue = $643,140 (85.45%); 2025 revenue = $80,464 (39.84%).
- Project management: 2026 revenue = $5,766 (0.77%); 2025 revenue = $64,684 (32.02%).
- Application services: 2026 revenue = $101,633 (13.50%); 2025 revenue = $39,883 (19.74%).
- Design-only: 2026 revenue = $2,091 (0.28%); 2025 revenue = $16,976 (8.40%).
- Fixed-price revenue examples: 2026 fixed-price revenue = $716,885; 2025 fixed-price revenue = $202,007.
Customers
- Customer base primarily Hong Kong–based.
- Customer counts: approximately 14 customers in 2026 and approximately 35 in 2025.
- Single-project concentration:
- 2026: Dior Hong Kong Bespoke Lounge (design and fit-out) accounted for about 82.38% of the year’s revenue; Hong Kong Tramways Ltd. A&A Consultancy contributed about 12.34%.
- 2025: Batard Pedder Building (project management) accounted for about 19.56%; Hang Cheong Factory Lobby Works (design and fit-out) about 16.80%.
Backlog and project duration
- Backlog: approximately $548,692 (2026) versus $491,279 (2025).
- Projects are typically long-duration with revenue recognized over time under cost-to-cost progress methods; backlog is not guaranteed to be realized as revenue.
Employees
- Total full-time employees: 11 as of March 31, 2026.
- Workforce distribution: total 11, with department counts of 1, 8, and 2 distributed across interior design, administrative, and architecture-related functions.
Intellectual property and technology
- OFA QikBIM system: an AI-powered BIM platform developed for automated architectural design and generation of structural and MEP drawings.
- Co-Development Agreement (May 23, 2025) with Alan to AI Consultancy Co. Limited; the contractor initially funded approximately $14.9935 million; OFA Group received a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute the system.
- On March 31, 2026 OFA exercised an option to acquire 50% undivided co-ownership in QikBIM IP for $17.5 million, with historical payments credited against the purchase price (approximately $11.9948 million credited). The Assignment Agreement documents 50/50 co-ownership while OFA retains sole authority over operational, technical, strategic, and commercial matters related to QikBIM and remains the sole operator of the QikBIM business.
- PlanAID: an AI-enabled building code compliance tool co-developed with the contractor, targeted for commercial launch in Q3 2026.
- Hearth RWA platform: a blockchain-based real-world asset tokenization platform designed to tokenize assets such as real estate and rental streams, serving as a launchpad for primary issuance and future secondary markets.
- Tokenization engagements:
- LIC Project (Long Island City, NY) with MD Queens Development LLC for a platform technology fee of $15,000,000; first milestone achieved May 15, 2026.
- Vero Project (Vero Beach, FL) with Vero 60 LLC for $7,500,000.
- Initial milestone payment in PPDF tokens was recorded with zero carrying value for noncash consideration as of March 31, 2026.
- Hearth platform completed as of March 31, 2026, with planned custodial and regulatory-compliant secondary-market infrastructure.
Cryptocurrency treasury and related strategy
- Adopted a digital asset treasury strategy in July 2025 holding BTC and SOL; custody via Kraken (Payward, Inc.) with institutional controls.
- Ordinary receipts are converted to fiat; long-term assets are held in treasury accounts.
- Allocation policy: target 70–90% BTC and 10–30% SOL.
- Risk controls: minimum liquidity thresholds, stop-loss triggers, and no leverage or derivatives that increase counterparty risk.
- Covered-call program contemplated for up to 25% of digital assets to generate income while preserving most assets.
- Advisory and financing arrangements: Bitwise Asset Management engaged as non-discretionary strategic advisor; Atsion Equity Facility provides the right to sell up to $100 million (potentially $200 million) of Class A Ordinary Shares, with 80% of net proceeds designated for cryptocurrency purchases.
Revenue model and market position
- Provides end-to-end architectural services in Hong Kong and internationally, with expansion plans focused on the U.S. and Japan (U.S. subsidiary in planning; joint ventures in Japan for an entertainment/real-estate project).
- Competitive strengths include integration of AI tools (QikBIM, PlanAID), a broad service offering (design, fit-out, project management, regulatory applications), experienced leadership, and strategic partnerships.
- The company relies on a small number of major customers and operates in a competitive architectural services market in Hong Kong and globally.
Financial and regulatory context
- Accumulated deficit: $10,983,014 as of March 31, 2026.
- Net loss: $8,022,816 for 2026 and $714,680 for 2025.
- Revenue composition: a high proportion of fixed-price contracts (100% of revenue under fixed-price arrangements in the cited periods).
- Public listing and governance: Nasdaq-listed with a dual-class share structure (Class A and Class B Ordinary Shares); voting power concentrated among three main shareholders (approximately 98.68% of voting power).
- The company transitioned from a foreign private issuer to a Nasdaq domestic issuer effective April 1, 2026, triggering U.S. GAAP reporting and associated SEC filing requirements.
- Exposures include currency fluctuations (HKD/USD), Hong Kong regulatory developments, cybersecurity and data privacy risks, client concentration, and technology/IP development risks.
Risk disclosures
- High client concentration: a small number of clients account for large percentages of revenue in certain periods.
- Dependence on key personnel and the need to recruit and retain specialized staff.
- Risks related to AI and digital-asset initiatives, including regulatory changes, cybersecurity, and data privacy.
- Ongoing remediation of internal controls weaknesses and evolving regulatory regimes, including PRC data security and cross-border fundraising rules.
Summary
OFA Group is a Cayman Islands holding company with a Hong Kong operating subsidiary that delivers architectural design and interior fit-out services. The company is expanding its technology stack with AI-enabled design tools (QikBIM, PlanAID), developing a real-world asset tokenization platform (Hearth RWA), and maintaining a cryptocurrency treasury strategy. As of March 31, 2026, OFA employed 11 full-time staff, served about 14 customers in 2026 (versus approximately 35 in 2025), reported a net loss for the year, and carried an accumulated deficit. The business combines service revenue from architecture and fit-out work with capital- and IP-intensive development around QikBIM and tokenization initiatives.
