SecProbe.io

CORRESP
 1
 filename1.htm

 OFA
Group

 609
Deep Valley Drive, Suite 200

 Rolling
Hills, CA 90274

 VIA
EDGAR

 March
9, 2026

 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

 Amendment
 No. 2 to Registration Statement on Form F-1

 Filed
 December 30, 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 February 20, 2026, regarding the Company's
Registration Statement on Form F-1 (the " Registration Statement ") filed by the Company to the Commission on December
30, 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. 3 to the Registration Statement
(the " Amendment No. 3 ") with this response letter.

 Amendment
No.2 to Registration Statement on Form F-1

 Prospectus
Summary, page 1

 1.
 We
 note that you plan to issue shares of Class B common stock prior to effectiveness of this registration statement. Please revise throughout
 this registration statement, in the Prospectus Summary and Risk Factors sections to disclose, with respect to your Class B shares
 and Class A Preferred Stock, as applicable:

 ● the
 percentage of outstanding shares that Class B shareholders must keep to continue to control
 the outcome of matters submitted to shareholders for approval;

 ● the
 controlling shareholder(s)' ability to control matters requiring shareholder approval,
 including the election of directors, amendment of organizational documents, and approval
 of major corporate transactions, such as a change in control, merger, consolidation, or sale
 of assets;

 ● that
 your disparate voting rights may have anti-takeover effects preventing a change in control
 transaction that shareholders might consider in their best interest;

 ● that
 future issuances of high-vote shares may be dilutive to Class A shareholders; and

 ● circumstances
 or events in which the conversion of high-vote shares is mandatory or optional, and any resulting
 impact on Class A shareholders, including dilution.
 Please
 describe any exceptions to conversion as well.

 Response: In response to the Staff's
comment, we have revised the disclosures on pages 3, 4, 45 and 46 of the Amendment No. 3, as applicable. We respectfully submit
that the Class B ordinary shares are not convertible into Class A ordinary shares and not transferrable by their holders, subject to
applicable rules and regulations.

 General

 2.
 We
 note you have filed a registration statement on Form F-1 on December 31, 2025, for a separate offering. Please ensure that material
 disclosure between the two offerings is aligned. As one example only, the registration statement on Form F-1 dated December 31, 2025,
 includes disclosure describing Solana's 2025 Year-to-date price fluctuations while this registration statement does not.

 Response:
In response to the Staff's comment, we have revised the disclosures on pages 2 and 50 of the Amendment No. 3.

 ***

 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.