SecProbe.io

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

CORRESP
 1
 filename1.htm

 OFA
Group

 Unit
B, 16/F, Easy Tower, 609 Tai Nan West Street

 Cheung
Sha Wan, Hong Kong

 Tel:
+852 21370122

 May
13, 2025

 VIA
EDGAR

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, NE

 Washington,
D.C. 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

 Dear
Kate Beukenkamp, Jenna Hough and Erin Jaskot,

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, OFA Group hereby requests acceleration of effectiveness of the above referenced
Registration Statement on Form F-1 so that it will become effective on Thursday, May 15, 2025, at 4:30 p.m., Eastern Daylight Time, or
as soon thereafter as practicable.

 Very
 truly yours,

 /s/
 Li Hsien Wong

 Li
 Hsien Wong

 Chief
 Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

 Sheppard,
 Mullin, Richter & Hampton LLP

CORRESP
 1
 filename1.htm

 OFA
Group

 Unit
B, 16/F, Easy Tower, 609 Tai Nan West Street

 Cheung
Sha Wan, Hong Kong

 Tel:
+852 21370122

 April
10, 2025

 VIA
EDGAR

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
 Jenna
 Hough

 Erin
 Jaskot

 Re:
 OFA
 Group

 Registration
 Statement on Form F-1

 Initially
 filed February 21, 2025, as amended

 File
 No. 333-285103

 Dear
Jenna Hough and Erin Jaskot,

 On
April 8, 2025, OFA Group requested acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 so that
it would become effective on April 9, 2025 at 5:00 p.m. Eastern Daylight Time, or as soon thereafter as practicable. We hereby withdraw
our request until further notice.

 Very
 truly yours,

 /s/
 Li Hsien Wong

 Li
 Hsien Wong

 Chief
 Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP
 Sheppard,
 Mullin, Richter & Hampton LLP

CORRESP
 1
 filename1.htm

 April
9, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
 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:

 Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on April 8, 2025, in which
we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time,
on Wednesday, April 9, 2025. We are no longer requesting that the Registration Statement be declared effective at that date and time,
and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement,
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

CORRESP
 1
 filename1.htm

 OFA
Group

 Unit
B, 16/F, Easy Tower, 609 Tai Nan West Street

 Cheung
Sha Wan, Hong Kong

 Tel:
+852 21370122

 April
8, 2025

 VIA
EDGAR

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
 Jenna
 Hough

 Erin
 Jaskot

 Re:
 OFA
 Group

 Registration
 Statement on Form F-1

 Initially
 filed February 21, 2025, as amended

 File
 No. 333-285103

 Dear
Jenna Hough and Erin Jaskot,

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, OFA Group hereby requests acceleration of effectiveness of the above referenced
Registration Statement on Form F-1 so that it will become effective on Wednesday, April 9, 2025, at 5:00 p.m., Eastern Daylight Time,
or as soon thereafter as practicable.

 Very
 truly yours,

 /s/
 Li Hsien Wong

 Li
 Hsien Wong

 Chief
 Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP
 Sheppard,
 Mullin, Richter & Hampton LLP

CORRESP
 1
 filename1.htm

 April
8, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
 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 5:00 p.m., Eastern Time, on Wednesday, April 9, 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

CORRESP
 1
 filename1.htm

 OFA
Group

 Unit
B, 16/F, Easy Tower, 609 Tai Nan West Street

 Cheung
Sha Wan, Hong Kong

 VIA
EDGAR

 March
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:

 Scott
 Stringer

 Joel
 Parker

 Jenna
 Hough

 Erin
 Jaskot

 Re:
 OFA
 Group

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

 Filed
 March 20, 2025

 File
 No. 333-285103

 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 March 25, 2025, regarding the Company's
Amendment No.1 to the Registration Statement on Form F-1 (the " Registration Statement ") filed by the Company to the
Commission on March 20, 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. 2 to the Registration Statement
(the " Amendment No. 2 ") with this response letter.

 Amendment
No. 1 to the Registration Statement on Form F-1 filed March 20, 2025

 We
are registering ordinary shares held by certain shareholders..., page 25

 1.
 We
 note your revisions in response to our prior comment four. Please further revise to address the risks of delisting if you are unable
 to maintain the continued listing requirements of Nasdaq, including that a delisting could impair the liquidity of your shares, significantly
 limit your ability to raise capital and harm the value of a shareholder's investment.

 Response:
In response to the Staff's comment, we have revised the disclosures on pages 25, 27 and 32 of the Amendment No. 2.

 Related
Party Transactions, page 82

 2.
 Please
 indicate the relationship between the company and Precursor Capital Limited which results in Precursor being a related party as described
 in Item 7.B. of Form 20-F.

 Response:
In response to the Staff's comment, we have revised the disclosures on page 82 of the Amendment No. 2.

 General

 3.
 Please
 update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not
 necessary. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto.

 Response:
In response to the Staff's comment, we have filed a representation letter as an exhibit to the Amendment No. 2.

 4.
 It
 appears that each of the four selling shareholders received the shares at approximately the same time, that the shares were issued
 for services related to the initial public offering, and that certain of the selling shareholders are related parties or otherwise
 have, or have had, material relationships with the issuer. We also note that the selling shareholders do not appear to be subject
 to any of the lock-up provisions described in the prospectus, and you disclose that you are registering the sale of shares by the
 selling shareholders in part to help meet the initial listing standards of the Nasdaq Capital Market. Please provide your analysis
 as to why the resale offering should not be deemed an indirect primary being conducted by or on behalf of the issuer. Refer to Question
 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations. In your analysis, please address (1) the circumstances
 under which the selling shareholders received their shares, including how the consideration price and number of shares was determined
 and why the shareholders received their shares at that time; (2) the business of the selling shareholders; (3) whether your underwriter
 had any role in, or direct or indirect participation in, facilitating the sale of shares; and (4) why neither they or you are requiring
 a lock-up
 arrangement
 for the selling shareholders. In the alternative, please identify the selling shareholders as statutory underwriters under Section
 2(a)(11) of the Securities Act, and disclose a fixed price at which the selling shareholders will offer and sell their shares for
 the duration of the offering.

 Response:
In response to the Staff's comment, we have revised the disclosures on the cover page of the resale prospectus and page A-4 of
the Amendment No. 2.

 ***

 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/
 Larry Wong

 Name:

 Larry
 Wong

 Title:
 Chief
 Executive Officer

 cc:
 Lijia
 Sanchez, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

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. 2 to Registration Statement on Form F-1
 Filed March 20, 2025
 File No. 333-285103
Dear Larry 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 March 18,
2025 letter.

Amendment No. 2 to the Registration Statement on Form F-1 filed March 20, 2025
We are registering ordinary shares held by certain shareholders..., page 25

1. We note your revisions in response to our prior comment four. Please
further revise to
 address the risks of delisting if you are unable to maintain the
continued listing
 requirements of Nasdaq, including that a delisting could impair the
liquidity of your
 shares, significantly limit your ability to raise capital and harm the
value of a
 shareholder's investment.
 March 25, 2025
Page 2

Related Party Transactions, page 82

2. Please indicate the relationship between the company and Precursor
Capital Limited
 which results in Precursor being a related party as described in Item
7.B. of Form 20-
 F.
General

3. Please update your financial statements, or file as an exhibit to the
filing the necessary
 representations as to why such update is not necessary. Refer to Item
8.A.4 of Form
 20-F and Instruction 2 thereto.
4. It appears that each of the four selling shareholders received the
shares at
 approximately the same time, that the shares were issued for services
related to the
 initial public offering, and that certain of the selling shareholders
are related parties or
 otherwise have, or have had, material relationships with the issuer. We
also note that
 the selling shareholders do not appear to be subject to any of the
lock-up provisions
 described in the prospectus, and you disclose that you are registering
the sale of shares
 by the selling shareholders in part to help meeet the initial listing
standards of the
 Nasdaq Capital Market. Please provide your analysis as to why the resale
offering
 should not be deemed an indirect primary being conducted by or on behalf
of the
 issuer. Refer to Question 612.09 of the Securities Act Rules Compliance
and
 Disclosure Interpretations. In your analysis, please address (1) the
circumstances
 under which the selling shareholders received their shares, including
how the
 consideration price and number of shares was determined and why the
shareholders
 received their shares at that time; (2) the business of the selling
shareholders; (3)
 whether your underwriter had any role in, or direct or indirect
participation in,
 facilitating the sale of shares; and (4) why neither they or you are
requiring a lock-up
 arrangement for the selling shareholders. In the alternative, please
identify the selling
 shareholders as statutory underwriters under Section 2(a)(11) of the
Securities Act,
 and disclose a fixed price at which the selling shareholders will offer
and sell their
 shares for the duration of the offering.
 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 Erin Jaskot at 202-551-3442 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Lijia Sanchez
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 OFA
Group

 Unit
B, 16/F, Easy Tower, 609 Tai Nan West Street,

 Cheung
Sha Wan, Hong Kong

 VIA
EDGAR

 March
20, 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:
 Scott Stringer

 Joel Parker

 Jenna Hough

 Erin Jaskot

 Re:
 OFA Group

 Registration Statement on Form F-1

 Filed February 21, 2025

 File No. 333-285103

 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 March 18, 2025, regarding the Company's
Registration Statement on Form F-1 (the " Draft Registration Statement ") filed by the Company to the Commission on
February 21, 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 a Amendment No. 1 to the Registration Statement
(the " Amendment No. 1 ") with this response letter.

 Form
F-1 filed February 21, 2025

 Related
Party Transactions, page 82

 1. Your
 bridge loan agreement with Precursor Capital Limited and the conversion of the loan to ordinary
 shares is discussed under Note 6. Related Party Transactions on page F-18 of your financial
 statements. To the extent that your transactions with Precursor Capital Limited are considered
 related party transactions, please include the disclosure required by Item 7.B of Form 20-F,
 and make revisions elsewhere as appropriate.

 Response:
In response to the Staff's comment, we have revised the disclosures on page 82 of the Amendment No. 1.

 Selling
Shareholders, page A-3

 2. Please
 disclose here that your chief operations officer, Thomas Gaffney, is a minority holder in
 Greentree Global Advisors, LLC, as well as a Managing Member, as indicated by his signature
 block for the service agreement with Greentree Global Advisors filed as Exhibit 10.1. Please
 also disclose his relationship with Greentree Global Advisors in his biography on page 75.
 Tell us whether Mr. Gaffney has any relationship with Greentree Financial Group and, if so,
 modify your disclosure accordingly.

 Response:
In response to the Staff's comment, we have revised the disclosures on pages 75, 80, 82 and A-3 of the Amendment No. 1. We respectfully
advise the Staff that Mr. Gaffney has no relationship with Greentree Financial Group.

 General

 3. We
 note the disclosure on the resale prospectus cover page that the resale offering is conditioned
 on consummation of your initial public offering and that the selling shareholders will sell
 their shares only when your ordinary shares begin trading on Nasdaq. Please reconcile this
 with your disclosure here and in the Plan of Distribution that the selling shareholders will
 sell their shares at the price at which you sell your shares in the initial public offering
 and then sell at prevailing market prices, and that the sale of the resale shares and public
 offering will result in two offerings taking place concurrently.

 Response:
In response to the Staff's comment, we have revised the disclosures on page A-4 of the Amendment No. 1.

 4. Please
 supplementally tell us why you are registering the resale offering at this time and whether
 the resale offering is included to help satisfy initial listing requirements of the Nasdaq
 Capital Market. If so, please include risk factor disclosure explaining that the resale offering
 is included in part to help you meet listing standards. Address the potential impact the
 resale component may have on your listing status moving forward and include additional detail
 regarding the risks of delisting if you are unable to maintain the continued listing requirements
 of Nasdaq.

 Response:
We respectfully advise the Staff that the resale offering is included as part of our capital structure strategy, as well as to help us
meet initial listing standards of the Nasdaq Capital Market. In response to the Staff's comment, we have revised the disclosures
on pages 25, 27 and 32 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/ Larry
 Wong

 Name:
 Larry Wong

 Title:
 Chief Executive Officer

 cc:
 Lijia Sanchez, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 2025

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
 Registration Statement on Form F-1
 Filed February 21, 2025
 File No. 333-285103
Dear Larry 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 February 4,
2025 letter.

Form F-1 filed February 21, 2025
Related Party Transactions, page 82

1. Your bridge loan agreement with Precursor Capital Limited and the
conversion of the
 loan to ordinary shares is discussed under Note 6. Related Party
Transactions on page
 F-18 of your financial statements. To the extent that your transactions
with Precursor
 Capital Limited are considered related party transactions, please
include the disclosure
 required by Item 7.B of Form 20-F, and make revisions elsewhere as
appropriate.
Selling Shareholders, page A-3

2. Please disclose here that your chief operations officer, Thomas Gaffney,
is a minority
 holder in Greentree Global Advisors, LLC, as well as a Managing Member,
as
 March 18, 2025
Page 2

 indicated by his signature block for the service agreement with
Greentree Global
 Advisors filed as Exhibit 10.1. Please also disclose his relationship
with Greentree
 Global Advisors in his biography on page 75. Tell us whether Mr. Gaffney
has any
 relationship with Greentree Financial Group and, if so, modify your
disclosure
 accordingly.
General

3. We note the disclosure on the resale prospectus cover page that the
resale offering is
 conditioned on consummation of your initial public offering and that the
selling
 shareholders will sell their shares only when your ordinary shares begin
trading on
 Nasdaq. Please reconcile this with your disclosure here and in the Plan
of
 Distribution that the selling shareholders will sell their shares at the
price at which you
 sell your shares in the initial public offering and then sell at
prevailing market prices,
 and that the sale of the resale shares and public offering will result
in two offerings
 taking place concurrently.
4. Please supplementally tell us why you are registering the resale
offering at this time
 and whether the resale offering is included to help satsify initial
listing requirements
 of the Nasdaq Capital Market. If so, please include risk factor
disclosure explaining
 that the resale offering is included in part to help you meet listing
standards. Address
 the potential impact the resale component may have on your listing
status moving
 forward and include additional detail regarding the risks of delisting
if you are unable
 to maintain the continued listing requirements of Nasdaq.
 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 Erin Jaskot at 202-551-3442 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Lijia Sanchez
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

OFA
Group

Unit
B, 16/F, Easy Tower, 609 Tai Nan West Street,

Cheung
Sha Wan, Hong Kong

VIA
EDGAR

February
20, 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:

    Scott
    Stringer

    Joel
    Parker

    Jenna
    Hough

    Erin
    Jaskot

    Re:
    OFA
    Group

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

    Submitted January 14, 2025

    CIK
    No. 0002036307

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 4, 2025, regarding the Company’s
Amendment No. 1 to Draft Registration Statement on Form F-1 (the “Draft Registration Statement”) submitted to the
Commission on January 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 a registration statement (the “Registration
Statement”) with this response letter.

Amendment
No. 2 to Draft Registration Statement on Form F-1 submitted January 14, 2025

Prospectus
Summary, page 1

    1.
    We
                                            note your revisions in response to prior comment six. However, it is still unclear whether
                                            you are currently engaged in discussions with Houzz about your potential role as a “strategic
                                            partner for Asian market expansion.” Please tell us, and clearly disclose, the date
                                            you entered into discussions with Houzz about such role, the progression and status of such
                                            discussions, and whether you and Houzz have discussed the specific role of strategic partner
                                            and the obligations and responsibilities of such a role. If you intend to engage in discussions
                                            with Houzz, or you have contacted Houzz but have not engaged in negotiations with Houzz over
                                            such a role, please remove your disclosure regarding the specifics of such a role and make
                                            clear that Houzz has not entered into any discussions, negotiations or agreements
                                            with you related to this role. If you have not engaged in any such discussions with Houzz,
                                            please tell us why you believe it is appropriate to discuss the proposed role prior to engaging
                                            with Houzz about the role.

Response:
In response to the Staff’s comment, we have revised the disclosures on pages 1, 13, and 54 of the Registration Statement.

We
may become subject to a variety of PRC laws and other regulations regarding data security… page 22

    2.

    We
    note your revisions to prior comment 5 and reissue in part. Here and throughout the prospectus, you disclose you have been advised
    by law firms on certain legal matters. In doing so, it appears you are relying on the opinion of counsel as an expert. As such, please
    revise these disclosures to characterize them as opinions of counsel.

Response:
In response to the Staff’s comment, we have revised the disclosures throughout the Registration Statement.

***

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/
    Larry Wong

    Name:

    Larry
    Wong

    Title:
    Chief
    Executive Officer

    cc:
    Lijia
    Sanchez, Esq.

February 4, 2025
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. 2 to Draft Registration Statement on Form F-1
Submitted January 14, 2025
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 December 19, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted January 14, 2025
Prospectus Summary, page 1
We note your revisions in response to prior comment six.  However, it is still unclear
whether you are currently engaged in discussions with Houzz about your potential
role as a "strategic partner for Asian market expansion." Please tell us, and clearly
disclose, the date you entered into discussions with Houzz about such role, the
progression and status of such discussions, and whether you and Houzz have
discussed the specific role of strategic partner and the obligations and responsibilities
of such a role. If you intend to engage in discussions with Houzz, or you have 1.

February 4, 2025
Page 2
contacted Houzz but have not engaged in negotiations with Houzz over such a role,
please remove your disclosure regarding the specifics of such a role and make clear
that Houzz has not entered into any discussions, negotiations or agreements with you
related to this role. If you have not engaged in any such discussions with Houzz,
please tell us why you believe it is appropriate to discuss the proposed role prior to
engaging with Houzz about the role.
We may become subject to a variety of PRC laws and other regulations regarding data
security..., page 22
2.We note your revisions to prior comment 5 and reissue in part. Here and throughout
the prospectus, you disclose you have been  advised by law firms on certain legal
matters. In doing so, it appears you are relying on the opinion of counsel as an expert.
As such, please revise these disclosures to characterize them as opinions of counsel.
            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 Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lijia Sanchez

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

October 25, 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
Draft Registration Statement on Form F-1
Submitted September 27, 2024
CIK No. 0002036307
Dear Larry Wong:
            We have reviewed your 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.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that you believe there are significant legal and operational
risks associated with being based in or having the majority of operations in Hong
Kong. Please revise to disclose that there are significant legal and operational risks
associated with being based in or having the majority of operations in Hong Kong,
and that the legal and operational risks that would be associated with having
operations in China also apply to your operations in Hong Kong. Also provide a cross
reference to individual risk factors associated with your corporate structure.

October 25, 2024
Page 2
2.Please revise to discuss the applicable laws and regulations in Hong Kong, such as
enforceability of civil liabilities in Hong Kong and China's Enterprise Tax Law.
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.
Our Corporate History and Structure, page 1
3.Please revise to clarify which entity investors are purchasing an interest in, and to
discuss the uncertainties regarding your corporate structure.
Risks Related to Doing Business in Hong Kong, page 3
4.In your summary of risk factors relating to doing business in Hong Kong, disclose the
risks that your corporate structure and being based in or having the majority of the
company’s operations in Hong Kong poses to investors. In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the
more detailed discussion of these risks in the prospectus. For example, specifically
discuss risks arising from the legal system in China and how that relates to your
operations in Hong Kong, including risks and uncertainties regarding the enforcement
of laws and that rules and regulations in China can change quickly with little advance
notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material
change in your operations and/or the value of the securities you are registering for
sale. Acknowledge any risks that any actions by the Chinese government to exert
more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly 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. For each summary risk factor,
provide a cross-reference to the relevant individual detailed risk factor.
Implications of Being a Holding Company, page 4
5.We note your disclosure regarding the transfer of cash throughout your organization.
Please revise to quantify dividends or distributions made to U.S. investors, the source,
and their tax consequences, and if there have been none, please affirmatively state so.
Also revise to provide cross-references to the consolidated financial statements.
Recent Regulatory Development in the PRC, page 6
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 6.

October 25, 2024
Page 3
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.
7.You state here and elsewhere in the registration statement that you believe you are not
subject to permission requirements from the PRC authorities, including the CRSC and
CAC, to approve your operations and offer your securities to foreign investors. Please
revise to address both you and your operating subsidiary, and ensure that your
operating subsidiary is covered in related disclosure throughout where you discuss the
application of the CRSC and CAC permissions and approvals. We note that you do
not appear to have relied upon an opinion of counsel with respect to your conclusions
that you or your subsidiary do not need any permissions and approvals from PRC
authorities to operate your business and to offer securities to investors. If true, state as
much and explain why such an opinion was not obtained. If you did rely on the
opinion of counsel, please name counsel here and file the consent of counsel as an
exhibit.
Risk Factors, page 12
8.Given the Chinese government’s significant oversight and discretion over the conduct
and operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on
your business or on the value of your securities. Highlight separately the risk that the
Chinese government may intervene or influence your operations at any time, which
could result in a material change in your operations and/or the value of your
securities.
9.Given that the growth of your business appears to be dependent upon your use of
artificial intelligence and machine learning, please provide a risk factor that
substantially elaborates upon the risks artificial intelligence entails, such as risks to
your operations, including loss of revenues, reputation and brand if the output from
your solutions is deemed to be inaccurate or questionable.
Continuing inflation, rising or continued high interest rates..., page 15
10.You note that the effect of inflation on your financial condition over the past few
years has been generally minor. However, your disclosure on page 42 indicates that
your revenues decreased 51.73% year over year largely due to the economic recession
in Hong Kong resulting from increased inflationary pressures. Given the apparent
impact of inflation on your results of operations, please update your risk factor to
specifically identify the types of inflationary pressures you are facing and the specific
impacts on your business and results of operations. Also identify actions planned or
taken, if any, to mitigate inflationary pressures.

October 25, 2024
Page 4
We depend on a few major customers..., page 17
11.You disclose that three major customers account for a significant portion of your
revenue. To the extent that any of these customers are material to your financial
condition, please identify these customers and provide enough detail so that investors
understand your dependence on such customers.
We may become subject to a variety of PRC laws and other regulations regarding data
security or securities offerings..., page 23
12.Please revise to explain how the greater oversight by the CAC impacts your business
and your offering and to what extent you believe you are compliant with the
regulations or policies that have been issued by the CAC to date.
Enforceability of Civil Liabilities, page 38
13.Please revise this section to disclose the identity(ies) of the director(s) located in Hong
Kong, and include a discussion regarding if and how an investor can enforce
judgements/liabilities against these individuals, and include a risk factor discussing
these risks.
Business, page 50
14.We note your disclosure here and throughout the prospectus regarding your intended
use of AI, and how you are commited to“revolutionizing” the architechtual industry
by integrating AI technology. Please provide your definition of "artificial intelligence"
in the context of your business and explain how it is used in your business and
whether it differs from simple algorithmic code that auomates processes. Explain
whether your use of Houzz's advanced AI tools is unique to your business or if it is
available to any company which subscribes to such AI tools. Please also explain how
you will monetize the use of AI and offer a subscription-based model for AI tools, as
it appears that the use of Houzz's AI application is for your internal use, including use
by your designers and contractors. Clarify whether you currently use AI tools in your
business and to what extent. If they are not part of your current business, disclose
when you plan to incorporate Houzz AI or any other AI into your business. In this
regard, clarify your statement on page 55 that you "will develop" your own AI-driven
platform "launched in July 2024," as it is unclear if you have launched, or instead
expect to develop and launch, such a platform. Please also provide support and/or
examples for how you will "revolutionize" the industry by integrating AI technology.
Make conforming revisions throughout the prospectus, as appropriate.
We note the discussion of your use of Houzz and that you are in the early stages of
collaborating with Houzz to co-develop a localized tailored version for the Chinese
market. Please provide a more detailed discussion regarding the nature of the
collaboration with Houzz and the current status of the collaboration. State
affirmatively if there are any agreements with Houzz in place relating to the
collaboration. If so, disclose the material terms of such agreement(s), including the
obligations of both your and Houzz under the agreement(s) and file the agreement(s)
as an exhibit(s) to the registration statement, or tell us why you do not believe you are
required to do so. Please also disclose the nature of your expected involvement in the 15.

October 25, 2024
Page 5
platform once the Chinese version is developed.
Our Industry, page 51
16.Where you discuss the market size of the interior design and architectural services
industry, please disclose your market share in this industry, if known.
Strong Relationships and High Client Satisfaction, page 54
17.You disclose that you currently have 50 long-term and return customers generating
approximately $10 million in annual revenue. Please explain given that your annual
revenue for both 2023 and 2024 is significantly less than $10 million.
Our Strategies, page 55
18.Where you discuss your use of a third party AI tool for design and project
management, please identify the tool.
Regulation, page 66
19.Please revise here, and elsewhere as appropriate, to discuss the current state
of artificial intelligence regulation within all of your current markets, the potential for
new laws or rules, and the known or projected impact of such regulation upon your
operations. Also include an applicable risk factor discussion.
20.Revise to disclose the material effects the various government regulations you discuss
here have on your business. See Item 4.B.8. of Form 20-F.
Revenue Recognition, page F-13
21.Please tell us how you considered providing disaggregated revenue disclosures
pursuant to ASC 606-10-50-5 and revenue information about your products required
by ASC 280-10-50-40 or revise accordingly.
Note 8. Lease, page F-21
22.Please disclose the components of your lease expense and cash paid for amounts
included in the measurement of lease liabilities. Refer to ASC 842-20-50-4.
General
23.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
You disclose on the registration statement cover page that the prospectus also relates
to the public offering of an aggregate of 1,900,000 ordinary shares which may be sold
from time to time by the selling shareholders named in the prospectus. Given that the
securities offered in your primary and resale offerings are being offered pursuant to
two different plans of distribution and at different pricing please tell us why you are
including the resale offering in the same prospectus as your underwritten primary
offering rather than as two, separate prospectuses within the same registration
statement. Please also advise us as to how you will inform investors whether they will 24.

October 25, 2024
Page 6
be investing in the primary offering by the company, in which case the company
would receive the proceeds, or in the resale offering.
            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 Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lijia Sanchez