SecProbe.io

October 25, 2024
Larry Wong
Chief Executive Officer
OFA Group
Unit B, 16/F, Easy Tower
609 Tai Nan West Street
Cheung Sha Wan, Hong Kong
Re:OFA Group
Draft Registration Statement on Form F-1
Submitted September 27, 2024
CIK No. 0002036307
Dear Larry Wong:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that you believe there are significant legal and operational
risks associated with being based in or having the majority of operations in Hong
Kong. Please revise to disclose that there are significant legal and operational risks
associated with being based in or having the majority of operations in Hong Kong,
and that the legal and operational risks that would be associated with having
operations in China also apply to your operations in Hong Kong. Also provide a cross
reference to individual risk factors associated with your corporate structure.

October 25, 2024
Page 2
2.Please revise to discuss the applicable laws and regulations in Hong Kong, such as
enforceability of civil liabilities in Hong Kong and China's Enterprise Tax Law.
Disclose on the cover page how regulatory actions related to data security or anti-
monopoly concerns in Hong Kong have or may impact the company’s ability to
conduct its business, accept foreign investment or list on a U.S./foreign exchange.
Our Corporate History and Structure, page 1
3.Please revise to clarify which entity investors are purchasing an interest in, and to
discuss the uncertainties regarding your corporate structure.
Risks Related to Doing Business in Hong Kong, page 3
4.In your summary of risk factors relating to doing business in Hong Kong, disclose the
risks that your corporate structure and being based in or having the majority of the
company’s operations in Hong Kong poses to investors. In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the
more detailed discussion of these risks in the prospectus. For example, specifically
discuss risks arising from the legal system in China and how that relates to your
operations in Hong Kong, including risks and uncertainties regarding the enforcement
of laws and that rules and regulations in China can change quickly with little advance
notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material
change in your operations and/or the value of the securities you are registering for
sale. Acknowledge any risks that any actions by the Chinese government to exert
more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. For each summary risk factor,
provide a cross-reference to the relevant individual detailed risk factor.
Implications of Being a Holding Company, page 4
5.We note your disclosure regarding the transfer of cash throughout your organization.
Please revise to quantify dividends or distributions made to U.S. investors, the source,
and their tax consequences, and if there have been none, please affirmatively state so.
Also revise to provide cross-references to the consolidated financial statements.
Recent Regulatory Development in the PRC, page 6
We note your disclosure that it is the view of your Hong Kong legal counsel that you,
as an exempted company incorporated under the laws of the Cayman Islands, are not
required under any Hong Kong statutory or legal requirements to obtain permissions
or pre-approvals from any Hong Kong authorities in connection with your proposed
issuance of ordinary shares to foreign investors or listing on the Nasdaq. As this
statement covers only your Cayman Islands entity and speaks only to offering
securities to foreign investors, please expand the disclosure to address your operating
subsidiary in Hong Kong as well as any permissions or approvals necessary to operate
your business. In this regard, please disclose each permission or approval that you or 6.

October 25, 2024
Page 3
your subsidiary  are required to obtain from Hong Kong authorities to operate your
business and to offer the securities being registered to foreign investors, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please state whether you
have relied on the opinion of counsel as the basis for your conclusions, and, if so,
name counsel and state that it is counsel's opinion, and file the consent of counsel as
an exhibit.
7.You state here and elsewhere in the registration statement that you believe you are not
subject to permission requirements from the PRC authorities, including the CRSC and
CAC, to approve your operations and offer your securities to foreign investors. Please
revise to address both you and your operating subsidiary, and ensure that your
operating subsidiary is covered in related disclosure throughout where you discuss the
application of the CRSC and CAC permissions and approvals. We note that you do
not appear to have relied upon an opinion of counsel with respect to your conclusions
that you or your subsidiary do not need any permissions and approvals from PRC
authorities to operate your business and to offer securities to investors. If true, state as
much and explain why such an opinion was not obtained. If you did rely on the
opinion of counsel, please name counsel here and file the consent of counsel as an
exhibit.
Risk Factors, page 12
8.Given the Chinese government’s significant oversight and discretion over the conduct
and operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on
your business or on the value of your securities. Highlight separately the risk that the
Chinese government may intervene or influence your operations at any time, which
could result in a material change in your operations and/or the value of your
securities.
9.Given that the growth of your business appears to be dependent upon your use of
artificial intelligence and machine learning, please provide a risk factor that
substantially elaborates upon the risks artificial intelligence entails, such as risks to
your operations, including loss of revenues, reputation and brand if the output from
your solutions is deemed to be inaccurate or questionable.
Continuing inflation, rising or continued high interest rates..., page 15
10.You note that the effect of inflation on your financial condition over the past few
years has been generally minor. However, your disclosure on page 42 indicates that
your revenues decreased 51.73% year over year largely due to the economic recession
in Hong Kong resulting from increased inflationary pressures. Given the apparent
impact of inflation on your results of operations, please update your risk factor to
specifically identify the types of inflationary pressures you are facing and the specific
impacts on your business and results of operations. Also identify actions planned or
taken, if any, to mitigate inflationary pressures.

October 25, 2024
Page 4
We depend on a few major customers..., page 17
11.You disclose that three major customers account for a significant portion of your
revenue. To the extent that any of these customers are material to your financial
condition, please identify these customers and provide enough detail so that investors
understand your dependence on such customers.
We may become subject to a variety of PRC laws and other regulations regarding data
security or securities offerings..., page 23
12.Please revise to explain how the greater oversight by the CAC impacts your business
and your offering and to what extent you believe you are compliant with the
regulations or policies that have been issued by the CAC to date.
Enforceability of Civil Liabilities, page 38
13.Please revise this section to disclose the identity(ies) of the director(s) located in Hong
Kong, and include a discussion regarding if and how an investor can enforce
judgements/liabilities against these individuals, and include a risk factor discussing
these risks.
Business, page 50
14.We note your disclosure here and throughout the prospectus regarding your intended
use of AI, and how you are commited to“revolutionizing” the architechtual industry
by integrating AI technology. Please provide your definition of "artificial intelligence"
in the context of your business and explain how it is used in your business and
whether it differs from simple algorithmic code that auomates processes. Explain
whether your use of Houzz's advanced AI tools is unique to your business or if it is
available to any company which subscribes to such AI tools. Please also explain how
you will monetize the use of AI and offer a subscription-based model for AI tools, as
it appears that the use of Houzz's AI application is for your internal use, including use
by your designers and contractors. Clarify whether you currently use AI tools in your
business and to what extent. If they are not part of your current business, disclose
when you plan to incorporate Houzz AI or any other AI into your business. In this
regard, clarify your statement on page 55 that you "will develop" your own AI-driven
platform "launched in July 2024," as it is unclear if you have launched, or instead
expect to develop and launch, such a platform. Please also provide support and/or
examples for how you will "revolutionize" the industry by integrating AI technology.
Make conforming revisions throughout the prospectus, as appropriate.
We note the discussion of your use of Houzz and that you are in the early stages of
collaborating with Houzz to co-develop a localized tailored version for the Chinese
market. Please provide a more detailed discussion regarding the nature of the
collaboration with Houzz and the current status of the collaboration. State
affirmatively if there are any agreements with Houzz in place relating to the
collaboration. If so, disclose the material terms of such agreement(s), including the
obligations of both your and Houzz under the agreement(s) and file the agreement(s)
as an exhibit(s) to the registration statement, or tell us why you do not believe you are
required to do so. Please also disclose the nature of your expected involvement in the 15.

October 25, 2024
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platform once the Chinese version is developed.
Our Industry, page 51
16.Where you discuss the market size of the interior design and architectural services
industry, please disclose your market share in this industry, if known.
Strong Relationships and High Client Satisfaction, page 54
17.You disclose that you currently have 50 long-term and return customers generating
approximately $10 million in annual revenue. Please explain given that your annual
revenue for both 2023 and 2024 is significantly less than $10 million.
Our Strategies, page 55
18.Where you discuss your use of a third party AI tool for design and project
management, please identify the tool.
Regulation, page 66
19.Please revise here, and elsewhere as appropriate, to discuss the current state
of artificial intelligence regulation within all of your current markets, the potential for
new laws or rules, and the known or projected impact of such regulation upon your
operations. Also include an applicable risk factor discussion.
20.Revise to disclose the material effects the various government regulations you discuss
here have on your business. See Item 4.B.8. of Form 20-F.
Revenue Recognition, page F-13
21.Please tell us how you considered providing disaggregated revenue disclosures
pursuant to ASC 606-10-50-5 and revenue information about your products required
by ASC 280-10-50-40 or revise accordingly.
Note 8. Lease, page F-21
22.Please disclose the components of your lease expense and cash paid for amounts
included in the measurement of lease liabilities. Refer to ASC 842-20-50-4.
General
23.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
You disclose on the registration statement cover page that the prospectus also relates
to the public offering of an aggregate of 1,900,000 ordinary shares which may be sold
from time to time by the selling shareholders named in the prospectus. Given that the
securities offered in your primary and resale offerings are being offered pursuant to
two different plans of distribution and at different pricing please tell us why you are
including the resale offering in the same prospectus as your underwritten primary
offering rather than as two, separate prospectuses within the same registration
statement. Please also advise us as to how you will inform investors whether they will 24.

October 25, 2024
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be investing in the primary offering by the company, in which case the company
would receive the proceeds, or in the resale offering.
            Please contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lijia Sanchez