Torrance, California, May 21, 2026 (GLOBE NEWSWIRE) — OFA Group (NASDAQ: OFAL) (“OFA Group” or the “Company”) today announced that, effective April 1, 2026, the Company ceased to qualify as a “foreign private issuer” within the meaning of Rule 405 under the Securities Act of 1933 and Rule 3b-4 under the Securities Exchange Act of 1934, and now reports as a U.S. domestic issuer under the Securities and Exchange Commission’s rules applicable to domestic registrants.
The transition reflects the Company’s evolution over the past year and the geographic concentration of its shareholders, leadership, operations, and revenue in the United States. While OFA Group remains incorporated in the Cayman Islands and maintains a subsidiary in Hong Kong, the Company’s principal executive offices, senior leadership, and substantially all of its operating activity are located in the United States.
A UNITED STATES-CENTERED COMPANY
OFA Group’s transition to domestic issuer status is consistent with the composition and orientation of the Company today:
- Principal Executive Offices. The Company’s headquarters and principal place of business are located in the United States.
- Board and Management. The entire Board of Directors and all but one member of the Company’s executive officer group are U.S. citizens or U.S. residents.
- Shareholder Base. All of the Company’s major shareholders are U.S. citizens or U.S. residents.
- Revenue. The Company’s real-world asset (“RWA”) tokenization revenue is derived entirely from U.S.-situated real property.
- Operations. The Company’s growth platforms — including its architectural practice, its software offerings, and its RWA initiatives — are administered principally from the United States.
STRATEGIC DIRECTIVE: GROWTH ANCHORED IN THE UNITED STATES
Concurrent with the change in reporting status, the Board of Directors has reaffirmed a strategic directive that the United States will be the principal focus of the Company’s growth and capital investment. The directive is organized around the following goals:
- Capital Allocation. Direct the Company’s growth capital, acquisitions, and strategic investments primarily toward U.S.-based assets, operations, and counterparties.
- RWA Platform. Continue building the Company’s Hearth RWA tokenization platform around U.S.-situated real property and U.S.-licensed market infrastructure, including U.S. broker-dealer, transfer agent, and ATS components as applicable.
- QIKBIM and Planaide. Concentrate the initial commercial rollout of QIKBIM and Planaide on U.S. jurisdictions, with product, compliance, and go-to-market resources prioritized accordingly.
- Office for Fine Architecture (U.S.). Establish and scale the U.S. branch of the Office for Fine Architecture. The Company has retained a new lead architect to head the U.S. practice and to direct domestic project sourcing, design, and delivery.
- Talent and Governance. Maintain U.S.-resident leadership at the Board and executive level and continue recruiting U.S.-based operating talent across the Company’s platforms.
- The Cayman Islands incorporation and Hong Kong subsidiary are retained solely as administrative holding structures and do not represent independent growth markets or strategic priorities for the Company.
MANAGEMENT COMMENT
“OFA Group is a U.S. company in every operational sense that matters to investors — where we are headquartered, who leads us, who owns us, and where our revenue is generated,” said Larry Wong, Chief Executive Officer of OFA Group. “Reporting as a domestic issuer aligns our public disclosures with that reality. It also reflects a clear commitment by the Board and management to build this Company in the United States.”
EFFECT OF THE TRANSITION
As a U.S. domestic issuer, the Company will report on Forms 10-K, 10-Q, and 8-K, will be subject to the SEC’s proxy rules under Section 14, and its directors, officers, and 10 percent shareholders will be subject to the reporting and short-swing profit provisions of Section 16. The Company has implemented compliance procedures to support these requirements and intends to continue holding itself to U.S. domestic issuer standards on a forward-looking basis.
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.
Contact
Investor Relations
OFA Group
Email: [email protected]
Website: www.ofacorp.com
