SecProbe.io

December 19, 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
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted November 22, 2024
CIK No. 0002036307
Dear Larry Wong:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our October 25, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted November 21,
2024
Cover Page
1.We note your revisions pursuant to comment 2 and reissue in part. Please 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, such as
the Personal Data (Privacy) Ordinance and the Competition Ordinance.

December 19, 2024
Page 2
2.Your response to comment 24 indicates that you have made revisions to separate the
primary and resale prospectuses, however, your prospectus cover page for the primary
offering continues to refer to the resale prospectus. Revise to remove these
references.
Risks Related to Doing Business in Hong Kong, page 3
3.We note your revisions pursuant to comment 4 and reissue in part. Please revise to
discuss the significant liquidity risks having the majority of the company’s operations
in Hong Kong poses to investors. Where you disclose that these risks could result in a
material change in your operations or value of the securities you are registering for
sale, please also indicate that these risks could significantly or 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. Also, for each
summary risk factor, provide cross-references to the individual detailed risk factor.
Recent Regulatory Development in the PRC, page 6
4.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
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.
We may become subject to a variety of PRC laws and other regulations..., page 22
5.We note your revisions in response to comment 12. Further revise this risk factor to
offer additional context around the CSRC Trial Measures and your counsel's
conclusion that they do not apply to you, as you do on page 8. In this regard, towards
the end of this risk factor you discuss uncertainty around the application and
enforcement of the CAC and CSRC laws and regulations but the forepart of your risk
factor only discusses the CAC laws and regulations.
Our Business, page 49
We note your revisions in response to comment 15, however, your disclosure
continues to be unclear as to the "arrangement" you propose to enter into with Houzz
and how it will differ from the "standard commercially available features" you
currently utilize. Revise to explain what you mean by the proposed "localization 6.

December 19, 2024
Page 3
resources and established distribution channels" you reference here.  Make similar
revisions in your Prospectus Summary.
7.Clarify the current status of the various phases of your co-development agreement
with Alan To AI and clarify whether Phase 1 started with the date of execution of the
agreement on August 30, 2024 such that you are currently in Phase 2.
Our Industry, page 50
8.Where you discuss your opportunities, ensure you balance this disclosure with your
current challenges and declines in revenues related to continuing inflation, rising or
continued high interest rates, and/or construction costs which have reduced demand
for your services.
Our Competitive Strengths
Strong Relationships and High Client Satisfaction, page 53
9.We note your revisions in response to comment 17.  Further revise to clarify the
timeframe over which the accumulated revenue was earned.
Our Strategies, page 54
10.Where you discuss your acceleration of AI Platform Development, clarify whether the
second bullet point is distinct from your first, as they seem to be discussing the same
product.
General
11.We note your disclosure on the primary prospectus cover page that the resale
prospectus is substantially the same as the primary prospectus, with exceptions. We
note, however, that the resale prospectus does not include the China-based issuer
disclosure present in the primary offering prospectus. Please reconcile this disclosure
so that the cover page of the resale prospectus contains the same China-based issuer
disclosure as the cover page of the primary offering prospectus.
            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 Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lijia Sanchez