OFA Group (OFAL) Registration Filing summary

Company overview and business model

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

• Integrates AI and digital tools (e.g., Houzz, BIM, VR/AR) to enhance design efficiency and client engagement.

• Developing proprietary AI platforms for automated code compliance and digital asset strategies, including tokenization of real-world assets.

• Operates through a direct equity structure, with a holding company in the Cayman Islands and subsidiaries in Hong Kong and Delaware.

• Revenue streams include design and fit-out, project management, application, and design-only services, with a focus on both commercial and residential sectors.

Financial performance and metrics

• FY2025 revenue was $202,007, down 61.9% from $530,606 in FY2024, mainly due to weak demand and economic slowdown in Hong Kong.

• Net loss for FY2025 was $714,680, compared to a net loss of $93,197 in FY2024.

• Gross profit margin improved to 43.9% in FY2025 from 33.0% in FY2024, driven by a higher proportion of higher-margin services.

• As of March 31, 2025, cash and cash equivalents were $31,950, with positive working capital of $93,229.

• Outstanding bank borrowings totaled $473,566 at a 3.0% interest rate, with no significant capital commitments.

Use of proceeds and capital allocation

• May receive up to $100 million in gross proceeds from the equity facility with Atsion; 80% of net proceeds are contractually designated for cryptocurrency purchases (primarily BTC and SOL), with the remainder for general corporate purposes.

• Adopted strict treasury policies for digital asset allocation, liquidity, and risk management, including a covered-call option program for incremental yield.

• No dividends planned in the foreseeable future; earnings will be retained to finance business operations.