SEC Comment Letter 0000000000-25-011187 to OFA Group (OFAL)
OFA Group
Date: Dec. 2, 2025 · CIK: 0002036307 · Accession: 0000000000-25-011187
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File numbers found in text: 333-289618
Letter
December 2, 2025 Li Hsien Wong Chief Executive Officer OFA Group 609 Deep Valley Drive, Suite 200 Rolling Hills, CA 90274 Re:OFA Group Amendment No. 1 to Registration Statement on Form F-1 Filed September 26, 2025 File No. 333-289618 Dear Li Hsien Wong: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 3, 2025 letter. Amendment No. 1 to Registration Statement on Form F-1 Prospectus Summary, page 1 We note your response to prior comment 1 and reissue in part. Please disclose the identities of your qualified third-party custodians. In addition, you disclose that you plan on "originating mortgages that are recorded on-chain and represented by Real World Asset (RWA) tokens." Please clarify if these mortgages will exist in two forms, a "smart contract" version and a "paper-based" version, and if the former, please disclose which financial institutions, if any, have agreed to assist with originating smart contract mortgages. Similarly, please disclose which "regulators, auditors, and investors" have agreed to hold or review smart contract mortgages. If you currently do not have partners for these RWA token represented smart contract mortgages, please 1.
December 2, 2025 Page 2 disclose as much. In addition, please disclose if the RWA tokens are purely internal and whether they will be held by a third-party custodian. Recent Developments, page 2 2.We note your response to prior comment 2 and reissue in part. Please disclose your allocation ranges, target distribution percentages, and minimum liquidity thresholds, so that potential investors can better assess the potential impact of your crypto- treasury strategy on your business. Risk Factors Risks Related to Our Cryptocurrency Treasure Strategy, page 43 3.We note your response to prior comment 4 and reissue in part. While we acknowledge the addition of the first paragraph, the remainder of the risk factor is focused on bitcoin alone. As one example only, for illustrative purposes, you state "bitcoin does not pay interest or other returns..." by contrast you do not disclose any information around Solana and SUI being "proof-of-stake" tokens that are able to generate interest. Please amend this risk factor, or consider drafting separate risk factors, to highlight the unique risks of each proposed crypto-treasury asset. In addition, please update your Risk Factor Summary section on page 6 to reflect the changes to this sub-section heading. Please contact Nicholas Nalbantian at 202-551-7470 or Cara Wirth at 202-551-7127 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Lijia Sanchez
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December 2, 2025
Li Hsien Wong
Chief Executive Officer
OFA Group
609 Deep Valley Drive, Suite 200
Rolling Hills, CA 90274
Re:OFA Group
Amendment No. 1 to Registration Statement on Form F-1
Filed September 26, 2025
File No. 333-289618
Dear Li Hsien Wong:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 3, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-1
Prospectus Summary, page 1
We note your response to prior comment 1 and reissue in part. Please disclose the
identities of your qualified third-party custodians. In addition, you disclose that you
plan on "originating mortgages that are recorded on-chain and represented by Real
World Asset (RWA) tokens." Please clarify if these mortgages will exist in two forms,
a "smart contract" version and a "paper-based" version, and if the former, please
disclose which financial institutions, if any, have agreed to assist with originating
smart contract mortgages. Similarly, please disclose which "regulators, auditors, and
investors" have agreed to hold or review smart contract mortgages. If you currently do
not have partners for these RWA token represented smart contract mortgages, please
1.
December 2, 2025
Page 2
disclose as much. In addition, please disclose if the RWA tokens are purely internal
and whether they will be held by a third-party custodian.
Recent Developments, page 2
2.We note your response to prior comment 2 and reissue in part. Please disclose your
allocation ranges, target distribution percentages, and minimum liquidity thresholds,
so that potential investors can better assess the potential impact of your crypto-
treasury strategy on your business.
Risk Factors
Risks Related to Our Cryptocurrency Treasure Strategy, page 43
3.We note your response to prior comment 4 and reissue in part. While we acknowledge
the addition of the first paragraph, the remainder of the risk factor is focused on
bitcoin alone. As one example only, for illustrative purposes, you state "bitcoin does
not pay interest or other returns..." by contrast you do not disclose any information
around Solana and SUI being "proof-of-stake" tokens that are able to generate interest.
Please amend this risk factor, or consider drafting separate risk factors, to highlight
the unique risks of each proposed crypto-treasury asset. In addition, please update
your Risk Factor Summary section on page 6 to reflect the changes to this sub-section
heading.
Please contact Nicholas Nalbantian at 202-551-7470 or Cara Wirth at 202-551-7127
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lijia Sanchez