SecProbe.io

CORRESP
1
filename1.htm

OFA
Group

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274

VIA
EDGAR

September
26, 2025

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Nicholas
    Nalbantian

    Cara
    Wirth

    Re:
    OFA
    Group

    Registration
    Statement on Form F-1

    Filed
    August 14, 2025

    File
    No. 333-289618

Ladies
and Gentlemen:

OFA
Group (the “Company,” “we,” “our” or “us”) hereby transmits
its response to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated September 3, 2025, regarding the Company’s
Registration Statement on Form F-1 (the “Registration Statement”) filed by the Company to the Commission on August
14, 2025.

For
the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s
response. In response to the Staff’s comments, the Company is filing via Edgar an Amendment No. 1 to the Registration Statement
(the “Amendment No. 1”) with this response letter.

Registration
Statement on Form F-1|

Prospectus Summary

Overview, page 1

    1.
    We
    note your disclosure that in July 2025 you started accepting cryptocurrency payments for traditional architectural services and AI-driven
    architectural tools and in August 2025 you launched your digital asset strategy to apply to senior housing projects and mortgage
    transactions. Please expand your disclosure to also describe which cryptocurrencies you accept, whether you will be relying on third-parties
    to hold your cryptocurrencies, and whether cryptocurrency payments received in connection with your business operations will be considered
    part of your “cryptocurrency treasure strategy.” If not, please revise to state how you plan to treat the cryptocurrency
    received in connection with business operations differently, including, if applicable, how you plan on using digital assets to support
    a mortgage business. Lastly, please make corresponding changes to your Business section and

    Risk
    Factors, as appropriate.

Response:
In response to the Staff’s comment, we have revised the disclosures on pages 2 and 71 of the Amendment No. 1.

Recent
Developments, page 2

    2.
    We
    note your disclosure on page 3 that 80% of the net proceeds from the Equity Facility will be used toward the purchase of cryptocurrency
    assets in connection with your cryptocurrency treasure strategy. Please update your disclosure here, and in your Cryptocurrency Treasury
    Strategy sub-section on page 71, to provide a more comprehensive description of your cryptocurrency treasure strategy, including
    material provisions of the policies and arrangements governing your exchange of cash for BTC, SOL, SUI, and/or other digital assets.
    Explain why you have opted to pursue this strategy, and disclose how, if at all, such strategy will impact your provision of business
    operations. Disclose whether you have policies governing the percentage of your treasury holdings that will be held as cryptocurrencies
    and whether you have policies governing the percentage of each cryptocurrency you intend to purchase. To the extent that you have
    already purchased cryptocurrency, please revise to disclose your purchases to date. Finally, we note your statements that your strategy
    includes the purchase of “other crypto assets at our sole discretion.” Please revise to explain, if known, whether there
    are policies that govern how you will identify such other crypto assets.

Response: In response to the Staff’s
comment, we have revised the disclosures on pages 3 and 71 of the Amendment No. 1.

    3.
    Please
    identify the third-party advisors, if any, involved in the execution of your cryptocurrency treasure strategy, how you determined
    to retain or engage with them, and describe their various roles and material terms of your arrangements with them. If you have used
    the services of third-party advisors, please also clarify whether the Equity Facility investor is affiliated with any of these entities
    or each other.

Response:
In response to the Staff’s comment, we have revised the disclosures on page 3 of the Amendment No. 1.

Risk
Factors

Risks Related to Our Bitcoin Treasure Strategy, page 43

    4.
    We
    note this sub-section is focused on the bitcoin portion of your treasure strategy; however, in the rest of the registration statement
    you describe a multi-currency cryptocurrency treasure strategy. Please amend this sub-section to reflect the risks associated with
    not only bitcoin, but one that specifically addresses the distinct risks related to each of SOL, SUI, and the potential other crypto
    assets you may purchase as a part of your strategy.

Response:
In response to the Staff’s comment, we have revised the disclosures on page 43 of the Amendment No. 1.

***

We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our
legal counsel, Lijia Sanchez, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Sincerely,

    By:
    /s/
    Li Hsien Wong

    Name:

    Li
    Hsien Wong

    Title:
    Chief
    Executive Officer

    cc:
    Lijia
    Sanchez, Esq.