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CORRESP Filing

OFA Group
Date: May 13, 2025 · CIK: 0002036307 · Accession: 0001641172-25-009935

Offering / Registration Process Regulatory Compliance Business Model Clarity

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File numbers found in text: 333-285103

Date
May 13, 2025
Author
Chief
Form
CORRESP
Company
OFA Group

Letter

May 13, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services F Street, N.E.

Washington, DC 20549

Attention: Kate Beukenkamp Jenna Hough

Erin Jaskot

Re: OFA Group

Registration Statement on Form F-1

Initially filed February 21, 2025, as amended

File No. 333-285103

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), we, as representative of the underwriters of the proposed initial public offering of securities of OFA Group (the "Company"), hereby join the Company's request that the effective date of the above-referenced Registration Statement on Form F-1 be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on Thursday, May 15, 2025, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very
truly yours,
R.F.
Lafferty & Co., Inc.

Show Raw Text
CORRESP
 1
 filename1.htm

 May
13, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Trade & Services
 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
 Kate
 Beukenkamp
 Jenna
 Hough

 Erin
 Jaskot

 Re:
 OFA
 Group

 Registration
 Statement on Form F-1

 Initially
 filed February 21, 2025, as amended

 File
 No. 333-285103

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), we, as
representative of the underwriters of the proposed initial public offering of securities of OFA Group (the "Company"), hereby
join the Company's request that the effective date of the above-referenced Registration Statement on Form F-1 be accelerated so
that it will be declared effective at 4:30 p.m., Eastern Time, on Thursday, May 15, 2025, or at such later time as the Company or its
counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

 [Remainder
of Page Intentionally Left Blank]

 Very
truly yours,

 R.F.
 Lafferty & Co., Inc.

 By:
 /s/
 Robert Hackel

 Name:
 Robert
 Hackel

 Title:
 Chief
 Operating Officer

 cc:
 Richard
 A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

 Ellenoff
 Grossman & Schole LLP