OFA Group

OFA Group announced the appointment of Yan Xu as an independent director, effective August 7, 2026, for an initial one-year term. Mr. Xu will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees. He brings over 15 years of experience in traditional finance, digital assets, and investment management, and is the founder of Vega Ventures.

OFA Group announced a 1-for-10 share consolidation of its Class A ordinary shares, effective July 31, 2026. This action is being taken to ensure the Company maintains its listing on the Nasdaq Capital Market. The consolidation will reduce the number of outstanding Class A shares from approximately 26.37 million to 2.64 million, with no fractional shares being issued. The Class B ordinary shares remain unaffected by this change, which was approved by shareholders in May 2026.

OFA Group has acquired a 50% co-ownership interest in the QikBIM AI architectural design system for $17.5 million, converting prior development fees into the acquisition cost. The company also secured two Real World Asset Tokenization Service Agreements totaling $22.5 million in platform technology fees, leveraging its Hearth RWA platform for blockchain-based services. Additionally, OFA Group is addressing a Nasdaq minimum bid price deficiency and has implemented a dual-class share structure, with key shareholders holding significant voting power. The company also secured a $100 million equity line of credit and initiated expansion into Japan.

OFA Group completed an additional closing under a Securities Purchase Agreement, issuing 356 Series A Convertible Preferred Shares to TriCore Foundation, LLC for an aggregate purchase price of $320,400. TriCore is a related party of the Company. The shares, with an aggregate stated value of $356,000, were issued in an unregistered sale under Section 4(a)(2) of the Securities Act.

OFA Group announced it received an additional 180-calendar-day period, until December 7, 2026, to regain compliance with Nasdaq's minimum $1.00 bid price requirement. This extension was granted because the company meets other listing standards and intends to cure the deficiency, potentially through a reverse stock split. The notification has no immediate impact on the trading of its Class A ordinary shares on Nasdaq.

OFA Group announced it has received an additional 180-day period from Nasdaq, extending its deadline to regain compliance with the minimum $1.00 bid price requirement until December 7, 2026. The company was initially notified of non-compliance on December 11, 2025, with the first compliance period ending on June 9, 2026. Nasdaq granted the extension based on OFA Group meeting other listing requirements and its intention to cure the deficiency, if necessary, through a reverse stock split. The company's shares continue to trade on the Nasdaq Capital Market.

OFA Group has amended its conditional waiver with Atsion Opportunity Fund LLC, modifying the terms of a $1,000,000 commitment fee. The amendment stipulates that if OFA Group defaults on paying the commitment fee, the remaining unpaid balance will be converted into Class A ordinary shares. This conversion is capped at 3,000,000 shares, with the conversion price based on the volume-weighted average price of the company's Class A ordinary shares.

OFA Group shareholders approved a 1-for-10 share consolidation of all Class A ordinary shares at the 2026 Extraordinary General Meeting. Additionally, the shareholders adopted the OFA Group 2026 Equity Incentive Plan, which became effective upon approval. The necessary amendments to the company's memorandum and articles of association to reflect the share consolidation were also approved.

OFA Group announced that, effective April 1, 2026, it ceased to qualify as a "foreign private issuer" and now reports as a U.S. domestic issuer. This transition reflects the company's evolution, with its principal executive offices, senior leadership, substantially all operating activity, and revenue concentrated in the United States. Concurrent with this change, the Board reaffirmed a strategic directive to focus the company's growth and capital investment primarily in the U.S.

OFA Group announced a Real World Asset Tokenization Service Agreement with Vero 60 LLC and Vero Beach Land Development LLC. The agreement involves OFA providing blockchain-based tokenization technology for a residential real estate development project in Vero Beach, Florida, with a projected stabilized value of approximately $500 million. OFA will receive a platform technology fee of $7.5 million, with the first installment of $3.75 million already received. This deal highlights the continued commercialization of OFA's Hearth RWA tokenization platform.