Form 8-K/A

8-K/A — OFA Group

Accession: 0001493152-26-018584

Filed: 2026-04-22

Period: 2026-03-31

CIK: 0002036307

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: form8-ka.htm · Sequence: 1

true

0002036307

2026-03-31

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K8-K/A

(Amendment

No. 1)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 31, 2026

OFA

GROUP

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-42592

98-1824417

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

609

Deep Valley Drive, Suite

200 Rolling Hills, CA

92074

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (800) 418-5160

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Ordinary Shares, $0.001 par value per share

OFAL

The

Nasdaq Capital Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory

Note

April 6, 2026, OFA Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”)

to report the Company entering into the Agreement (defined below). This Amendment No. 1 to the Original Report (this “Amendment”)

amends the Original Report to file the correct Agreement. Such corrected form of Agreement is filed hereto as Exhibit 10.1 and replaces

in its entirety the agreement that was filed as Exhibit 10.1 to the Original Report. Except as described above, the Original Report remains

unchanged.

Item

1.01. Entry into a Material Definitive Agreement.

March 31, 2026, OFA Group, Inc. (the “Company”) entered into a Real World Asset Tokenization Service Agreement (the

“Agreement”) with MD Queens Development LLC, or its designated special purpose vehicle (the “Client”),

in connection with a proposed mixed-use real estate development project located in Long Island City, New York (the “Project”).

Pursuant

to the Agreement, the Company, through its Hearth RWA tokenization platform, will provide certain blockchain-based tokenization infrastructure

and related technology services in connection with the Project. Such services include, among other things, the design and technical creation

of digital tokens representing interests in a designated special purpose vehicle associated with the Project, development and deployment

of smart contracts, digital asset registry infrastructure, integration of project-related documentation, and implementation of certain

compliance-enabled technical features.

Under

the Agreement, the Company is entitled to receive an aggregate platform technology fee of $15,000,000. The fee is payable in two milestone-based

installments, consisting of (i) an initial installment equal to 50% of the total fee upon execution of the Agreement and delivery of

certain initial platform architecture and configuration materials and (ii) a second installment equal to the remaining 50% upon initiation

of deployment of smart contracts, platform infrastructure and token issuance setup, and full platform integration, in each case subject

to invoicing and the other terms and conditions of the Agreement. The Agreement provides that the fee constitutes compensation solely

for technology and tokenization infrastructure services and is not contingent upon the success of any capital raising, token sale, or

investment activity.

The

Agreement further provides that the Company’s role is limited to technology infrastructure and platform services. The Agreement

states that the Company will not act as an issuer, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising

intermediary in connection with the Project or any digital assets issued in connection therewith, and that the Client will remain solely

responsible for securities law compliance, offering structure, investor-related activities, and related matters.

The

Agreement contains customary representations and warranties, confidentiality obligations, indemnification provisions, limitations of

liability, and termination provisions. The Agreement will remain in effect until completion of the services described therein, unless

earlier terminated in accordance with its terms.

The

foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as

Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

7.01. Regulation FD Disclosure.

April 6, 2026, the Company issued a press release announcing its entry into the Agreement. A copy of the press release is furnished as

Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 7.01.

The

information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description

10.1

Real World Asset Tokenization Service Agreement, dated March 31, 2026, by and between OFA Group, Inc. and MD Queens Development LLC (or its designated special purpose vehicle).

99.1

Press Release, dated April 6, 2026. (incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K, filed with SEC on April 6, 2026)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

April 22, 2026

OFA

Group

By:

/s/

Li Hsien Wong

Name:

Hsien Wong

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

OFA

GROUP, INC.

Hearth

RWA Tokenization Platform

REAL

WORLD ASSET TOKENIZATION SERVICE AGREEMENT

Long

Island City Project | Long Island City, New York

Effective

Date:

Service

Provider:

March 31, 2026

OFA

Group, Inc. / Hearth RWA Platform

609

Deep Valley Dr., Suite 200, Rolling Hills, CA

90274

Client:

Dragon

Group (or its designated SPV)

RECITALS

WHEREAS,

OFA Group, Inc., acting through its Hearth real world asset tokenization technology platform (“Hearth” or “Service

Provider”), is engaged in the business of providing blockchain-based tokenization infrastructure and related technology services;

WHEREAS,

Dragon Group, or its duly designated special purpose vehicle (the “Client” or “Owner”), owns or intends to acquire

and develop a mixed-use real estate project located in Long Island City, New York (the “Project”), currently consisting of

an existing warehouse structure to be demolished and redeveloped into a mixed-use residential and commercial tower;

WHEREAS,

Client desires to engage Hearth to provide real world asset tokenization technology services in connection with the Project, and Hearth

desires to provide such services, on the terms and conditions set forth herein;

WHEREAS,

the Parties acknowledge that Hearth’s role under this Agreement is strictly limited to technology infrastructure and tokenization

platform services, and that Hearth shall not act as an issuer, broker-dealer, placement agent, investment adviser, exchange operator,

or fundraising intermediary in connection with the Project or any digital assets issued hereunder; and

NOW,

THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION

1. DEFINITIONS

used in this Agreement, the following terms shall have the meanings set forth below:

“Agreement”

means this Real World Asset Tokenization Service Agreement, including all exhibits, schedules, and amendments hereto.

“Blockchain

Network” means the public distributed ledger protocol designated by Client for token issuance, which may include but is not

limited to the Ethereum network or such other blockchain as mutually agreed by the Parties in writing.

“Client”

means Dragon Group, or its duly designated Special Purpose Vehicle, as identified in the signature block hereto.

“Effective

Date” means the date first written above.

“Hearth

Platform” means the proprietary real world asset tokenization technology platform owned and operated by Service Provider, including

all associated software, smart contract infrastructure, digital asset registry systems, investor onboarding tools, and related technology.

“KYC/AML

Services” means know-your-customer and anti-money-laundering verification services provided through the Hearth Platform or

through integrated third-party providers.

“Platform

Technology Fee” means the compensation payable to Service Provider for the technology and tokenization infrastructure services

described herein, as further detailed in Section 6.

“Project”

means the real estate development described in Section 2, consisting of the redevelopment of an existing warehouse property in Long Island

City, New York into a mixed-use residential and commercial development.

“Project

Value” means the projected stabilized value of the completed Project, currently estimated at approximately USD $1,000,000,000,

calculated based on the estimated sell-out value of the completed development by reference to the total projected square footage of the

completed building multiplied by prevailing market values, and subject to confirmation by the Valuation Report.

“Smart

Contracts” means self-executing blockchain-based contracts deployed by Hearth to govern the creation, issuance, and management

of Tokens.

“SPV”

means special purpose vehicle, being a legal entity designated by Client to hold the Project and act as issuer of the Tokens.

“Tokens”

means the blockchain-based digital tokens representing ownership interests in the Project SPV, to be created and issued pursuant to this

Agreement.

“Token

Issuance” means the initial creation and distribution of Tokens on the Blockchain Network.

“Valuation

Report” means an official property valuation report prepared by a qualified, independent valuation provider or a platform partner

engaged by Client, confirming the Project Value prior to Token Issuance.

SECTION

2. PROJECT STRUCTURE

2.1

The Project.

The

Project consists of the acquisition and redevelopment of an existing warehouse property located in Long Island City, New York. Client

intends to demolish the existing structure and develop the Property into a mixed-use residential and commercial tower. Tokenization under

this Agreement is intended to occur at the pre-development stage, prior to commencement of construction.

The

Tokens shall represent equity or economic interests in the SPV, and shall not constitute direct ownership of the underlying real property.

The Parties acknowledge that the offering of Tokens constitutes a securities offering subject to applicable federal and state securities

laws, and Client shall be solely responsible for compliance therewith.

2.2

Special Purpose Vehicle.

Client

shall hold the Project through an SPV to be designated by Client prior to Token Issuance. The SPV shall serve as the issuer of the Tokens.

Client shall notify Service Provider of the legal name, jurisdiction of formation, and organizational documentation of the SPV upon its

designation, but in any event no later than thirty (30) days prior to the anticipated Token Issuance date. For purposes of this Agreement

and pending such designation, the contracting party is identified as Dragon Group.

2.3

Estimated Project Value.

The

projected stabilized value of the completed Project is currently estimated at approximately USD $1,000,000,000 (One Billion United States

Dollars), based on estimated sell-out value following completion of development. This estimate shall be confirmed by a Valuation Report

prior to Token Issuance.

2.4

Project-Specific Tokenization.

The

tokenization contemplated under this Agreement applies solely to the Long Island City Project described herein. No additional properties

shall be added to the Token structure created under this Agreement without a separate written agreement between the Parties.

SECTION

3. SCOPE OF SERVICES

3.1

Tokenization Platform Services.

Hearth

shall provide the following tokenization infrastructure services through the Hearth Platform:

(a)

Token Creation: design and technical creation of digital Tokens representing ownership interests in the Project SPV, in accordance with

parameters specified by Client;

(b)

Smart Contract Deployment: development, deployment, and verification of Smart Contracts on the Blockchain Network governing the Token

lifecycle;

(c)

Technical Token Deployment Support: provision of technical tools enabling Client to mint and distribute Tokens directly, in accordance

with Client’s independent instructions. Service Provider shall not control, direct, or participate in any allocation, distribution

decisions, or transfer of Tokens.

(d)

Digital Asset Registry: maintenance of a digital registry of Token issuances and records on the Blockchain Network.

3.2

Documentation Integration.

Hearth

shall assist Client with the integration of relevant project documentation into the tokenized asset structure, which may include, as

applicable:

(a)

Valuation Reports;

(b)

mortgage agreements and financing documentation, if any;

(c)

development and project documentation; and

(d)

such other documentation as the Parties may agree in writing.

3.3

Investor Infrastructure Support.

(a)

Hearth provides access to integrated third-party identity verification tools for technical convenience only.

(b)

All KYC/AML processes are conducted by independent third-party providers engaged by Client, and Service Provider does not perform, control,

or assume responsibility for any verification, onboarding, or investor eligibility determinations.

3.4

Compliance Documentation Coordination.

Service

Provider may implement technical features to reflect compliance parameters as instructed in writing by Client and its counsel. Service

Provider does not design, interpret, or advise on any regulatory framework, offering structure, or legal compliance matters.

3.5

Services Excluded.

The

following services are not part of Hearth’s services under this Agreement and will not be provided by Hearth:

(a) investor

solicitation, marketing, or placement of securities;

(b) recommendations

regarding secondary trading platforms or exchange listings;

of a trading platform or exchange;

(d) investment

advisory services;

(e) legal,

tax, or regulatory advice; and

(f) any

guarantee of Token value, market performance, or investment returns.

Hearth

shall not, directly or indirectly, engage in any investor solicitation, marketing, placement, or introduction of potential investors

in connection with any Token offering. For the avoidance of doubt, Hearth shall not introduce, refer, or connect Client with any investors,

broker-dealers, placement agents, or capital sources, nor participate in any activities that could reasonably be construed as facilitating

the offer, sale, or distribution of securities.

Hearth

may, upon Client’s request, provide purely administrative or technical support to enable Client to engage independently selected

third-party service providers, provided that such support does not involve participation in capital raising activities or investor engagement.

SECTION

4. LIMITATION OF SERVICES AND CLIENT RESPONSIBILITIES

4.1

Technology Platform Only.

Hearth

is a technology and tokenization infrastructure platform. Nothing in this Agreement shall be construed to make Hearth an issuer of securities,

a broker-dealer, an investment adviser, a placement agent, an exchange operator, or a fundraising intermediary. All services provided

by Hearth under this Agreement are strictly limited to technology infrastructure and platform services consistent with Hearth’s

role as a technology service provider.

4.2

Client’s Sole Responsibility.

Client

shall be solely responsible for the following:

(a)

all decisions regarding token structure, rights attaching to Tokens, token supply, lockup periods, and transfer restrictions;

(b)

all investor solicitation, marketing, and fundraising activities;

(c)

compliance with all applicable federal, state, and foreign securities laws and regulations, including the selection and engagement of

broker-dealers, placement agents, or other regulated intermediaries as required;

(d)

the preparation and filing of any required offering documents, disclosure statements, or regulatory filings;

(e)

the engagement of qualified securities counsel;

(f)

all ongoing reporting obligations to Token holders, if any; and

(g)

any decision regarding the listing or trading of Tokens on secondary markets.

4.3

Hearth’s Limited Role Post-Issuance.

Hearth

has no responsibility for how Tokens are used, traded, or valued following issuance. Hearth makes no representation or warranty regarding

the investment merit, financial performance, or market value of any Tokens created under this Agreement.

SECTION

5. TOKEN STRUCTURE

5.1

Nature of Tokens.

The

Tokens are intended by Client to represent certain interests in the Project SPV, as determined solely by Client and its legal, tax, and

financial advisors. Service Provider has no role in determining, structuring, or advising on the legal, financial, or economic characteristics

of the Tokens, and makes no representation as to the classification of such Tokens under applicable securities laws.

5.2

Token Supply.

The

total Token supply shall be fixed and shall be determined by Client prior to Token Issuance. Details regarding total supply shall be

communicated to Hearth in writing no later than thirty (30) days prior to the anticipated Smart Contract deployment date.

5.3

Blockchain Network.

The

Blockchain Network to be used for Token Issuance shall be determined by Client in consultation with Service Provider prior to Smart Contract

deployment. The Parties anticipate that Tokens may be issued on a widely-supported public blockchain, which may include the Ethereum

network or such other network as the Parties may agree in writing.

5.4

Transferability.

All

Tokens shall be subject to applicable securities laws and mandatory transfer restrictions, including, as applicable: (i) a minimum holding

period of twelve (12) months following initial issuance under Regulation D of the Securities Act of 1933, as amended; (ii) restrictions

limiting resale exclusively to eligible investors (e.g., accredited investors) as required under the applicable offering exemption; and

(iii) any additional restrictions required by applicable law or determined by Client and its legal counsel. Transfer restrictions shall

be technically embedded in the Smart Contract governing the Tokens. Tokens shall NOT be freely transferable unless and until expressly

permitted under applicable law. Any purported transfer in violation of applicable law or the terms of the Smart Contract shall be null

and void.

5.5

Investor Eligibility.

The

Tokens may be offered to both U.S. and international investors, subject to the applicable regulatory frameworks and offering exemptions

determined by Client and its securities counsel. Hearth shall implement the applicable KYC/AML and investor verification processes consistent

with Client’s written instructions.

5.6

Secondary Trading.

Any

secondary trading of Tokens following issuance must occur exclusively on a licensed Alternative Trading System (“ATS”) or

other regulated platform duly authorized under applicable federal securities laws. Service Provider shall have no responsibility for

facilitating Token listings, secondary market liquidity, or secondary trading activity of any kind. Transfer restrictions and compliance

requirements shall be enforced through technical controls embedded in the Smart Contract. Client acknowledges that Service Provider makes

no representation as to whether any trading platform will list, support, or provide liquidity for the Tokens, and that any such arrangement

is solely the responsibility of Client.

SECTION

6. PLATFORM TECHNOLOGY FEE

The

Platform Technology Fee is not contingent upon the success of any capital raising, token sale, or investment activity, and is payable

solely for access to and use of the Hearth technology platform and related infrastructure services.

6.1

Fee Amount.

consideration for the services described in Section 3, Client shall pay Hearth a Platform Technology Fee equal to USD $15,000,000 (Fifteen

Million United States Dollars).

6.2

Nature of Fee.

The

Parties expressly acknowledge and agree that the Platform Technology Fee constitutes compensation solely for technology and tokenization

infrastructure services rendered by Hearth, and does not constitute compensation for capital raising, investor solicitation, securities

placement, or any regulated financial activity. The fee is structured as a platform technology fee tied to assessed project value,

consistent with Hearth’s role as a technology service provider.

SECTION

7. PAYMENT SCHEDULE

7.1

Payment Stages.

The

Platform Technology Fee shall be paid in three (3) installments as follows:

Stage

Payment

Estimated Amount

Milestone / Trigger

Stage 1

50 %

USD

$7,500,000

Upon execution

of this Agreement

Stage 2

25 %

USD

$3,750,000

Upon deployment of Smart Contracts

and Hearth Platform infrastructure

Stage 3

25 %

USD

$3,750,000

Upon completion of Token Issuance

setup and full Hearth Platform integration

7.2

Invoice and Due Date.

Hearth

shall provide Client with a written invoice for each payment installment no fewer than five (5) business days prior to the applicable

milestone date. Each invoice shall be due and payable within ten (10) business days of receipt.

7.3

Late Payment.

Any

payment not received within ten (10) business days of the applicable invoice due date shall accrue interest at the rate of one and one-half

percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until the date of actual

payment.

SECTION

8. PAYMENT METHODS

8.1

Accepted Methods.

Client

may satisfy its payment obligations under this Agreement using any of the following methods:

(a)

USD wire transfer to Service Provider’s designated bank account;

(b)

Bitcoin (BTC) to Service Provider’s designated digital asset wallet;

(c)

USD Coin (USDC) to Service Provider’s designated digital asset wallet; or

(d)

such other cryptocurrency as may be mutually agreed upon in writing by the Parties prior to the applicable payment date.

8.2

Cryptocurrency Conversion.

Client elects to pay any installment in cryptocurrency, the applicable USD value shall be determined by reference to the prevailing spot

market price of the relevant cryptocurrency at the time of transfer, as reported by a mutually agreed reference source. Client shall

bear all transaction fees, network fees, and conversion costs associated with cryptocurrency payments.

8.3

Payment Instructions.

Service

Provider shall provide Client with specific wire transfer and cryptocurrency wallet instructions at least five (5) business days prior

to each applicable payment date. Service Provider reserves the right to update payment instructions upon not less than three (3) business

days’ prior written notice to Client.

SECTION

9. PROPERTY VALUATION

9.1

Valuation Report.

Prior

to Token Issuance, Hearth shall obtain and provide to Service Provider a Valuation Report prepared by a qualified, independent valuation

provider or platform partner, confirming the Project Value for purposes of Token Issuance.

9.2

Valuation Basis.

The

Valuation Report shall confirm the projected stabilized value of the completed Project, calculated on the basis of estimated sell-out

value upon completion of the mixed-use development, consistent with the methodology described in Section 2.3.

9.3

Delivery of Valuation Report.

Client

agrees to use commercially reasonable efforts to obtain and deliver the Valuation Report to Service Provider promptly following execution

of this Agreement and in any event prior to deployment of Smart Contracts.

SECTION

10. THIRD-PARTY PROVIDERS

10.1

Engagement of Providers.

Certain

services related to the Project may be provided by or coordinated with qualified third-party providers, which may include:

(a)

independent property valuation firms;

(b)

securities counsel for offering and regulatory compliance;

(c)

KYC/AML verification providers integrated with the Hearth Platform;

(d)

smart contract audit firms; and

(e)

exchange or liquidity partners engaged independently by Client.

10.2

Client’s Responsibility.

Client

shall be responsible for engaging and compensating any third-party providers independently engaged by Client. Hearth may recommend third-party

providers at Client’s request but shall bear no responsibility for the performance, acts, or omissions of any third-party provider.

10.3

Broker-Dealer or Placement Agent.

investor solicitation or capital raising activities are required in connection with the Token Issuance, Client shall engage a registered

broker-dealer or other appropriately licensed intermediary to conduct such activities. Hearth shall have no role in, and no responsibility

for, such activities.

SECTION

11. REGULATORY COMPLIANCE

11.1

Client’s Compliance Obligation.

Client,

as the issuer of the Tokens, bears sole and exclusive responsibility for compliance with all applicable federal, state, and foreign securities

laws and regulations, including but not limited to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended,

and all applicable rules and regulations promulgated thereunder.

11.2

Offering Exemptions.

Client,

in consultation with its securities counsel, shall determine the appropriate offering exemption or regulatory framework applicable to

the Token Issuance. The applicable framework may include, without limitation: (i) Regulation D, Rule 506(b) (for offerings to accredited

investors without general solicitation) or Rule 506(c) (for offerings with general solicitation to verified accredited investors); (ii)

Regulation S (for offerings exclusively to non-U.S. persons outside the United States); (iii) Regulation A+ (Tier 1 or Tier 2, if applicable);

or (iv) such other exemption or regulatory structure as determined by Client and its counsel. Client shall be solely responsible for

the selection of the applicable framework, the preparation and filing of all required offering documents, and all related regulatory

submissions.

11.3

No Securities Law Advice.

Hearth

does not provide legal, regulatory, tax, or investment advice. Nothing in this Agreement shall be construed as legal advice, a legal

opinion, or a representation by Hearth regarding the regulatory status of the Tokens or the Token Issuance. Client is strongly encouraged

to retain independent legal counsel experienced in digital asset and securities law prior to proceeding with any Token Issuance.

11.4

Hearth’s Compliance Cooperation.

Hearth

shall cooperate with Client and its counsel to implement technical features consistent with applicable regulatory requirements, including

KYC/AML procedures, investor verification workflows, and any required transfer restrictions, as directed in writing by Client.

SECTION

12. REPRESENTATIONS AND WARRANTIES

12.1

Mutual Representations.

Each

Party represents and warrants to the other, as of the Effective Date and as of each payment date, that:

(a)

it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

(b)

it has full power and authority to enter into this Agreement and to perform its obligations hereunder;

(c)

this Agreement has been duly authorized, executed, and delivered by such Party and constitutes its legal, valid, and binding obligation,

enforceable against it in accordance with its terms; and

(d)

the execution and performance of this Agreement do not violate any applicable law, regulation, or contractual obligation binding on such

Party.

12.2

Service Provider Representations.

Service

Provider represents and warrants that:

(a)

the Hearth Platform has been designed with commercially reasonable security measures appropriate for blockchain-based tokenization infrastructure;

(b)

Service Provider shall perform the services described in Section 3 in a professional and workmanlike manner consistent with industry

standards; and

(c)

Service Provider is not a registered broker-dealer, placement agent, or investment adviser, and shall not act as such in connection with

this Agreement.

12.3

Client Representations.

Client

represents and warrants that:

(a)

Client has or will obtain all necessary legal, regulatory, and ownership rights in the Project and the SPV sufficient to authorize the

tokenization described herein;

(b)

Client shall engage qualified legal counsel to advise on the regulatory compliance of the Token Issuance; and

(c)

Client shall not use the Hearth Platform in violation of any applicable law or regulation.

SECTION

13. INDEMNIFICATION

13.1

Indemnification by Client.

Client

shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees, agents, and affiliates (collectively,

the “Hearth Indemnitees”) from and against any and all claims, losses, damages, liabilities, costs, and expenses (including

reasonable attorneys’ fees) arising out of or relating to: (a) Client’s breach of this Agreement; (b) Client’s failure

to comply with applicable securities laws or regulations in connection with the Token Issuance; (c) any claim by any investor or third

party relating to the Tokens or the Project; or (d) Client’s gross negligence or willful misconduct.

13.2

Indemnification by Service Provider.

Service

Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and affiliates from and against

any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or

relating to: (a) Service Provider’s material breach of this Agreement; or (b) Service Provider’s gross negligence or willful

misconduct in performing the services described herein.

SECTION

14. LIMITATION OF LIABILITY

NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES,

INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT,

EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SERVICE

PROVIDER’S TOTAL CUMULATIVE LIABILITY TO CLIENT UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF

THE PLATFORM TECHNOLOGY FEE ACTUALLY RECEIVED BY SERVICE PROVIDER HEREUNDER AT THE TIME THE CLAIM ARISES.

The

Parties acknowledge that the limitations of liability set forth in this Section reflect a reasonable allocation of risk and are an essential

element of the basis of the bargain between the Parties.

SECTION

15. CONFIDENTIALITY

15.1

Confidential Information.

Each

Party (the “Receiving Party”) agrees to hold in strict confidence all non-public, proprietary, or confidential information

of the other Party (the “Disclosing Party”) disclosed in connection with this Agreement (“Confidential Information”),

and to use such Confidential Information solely for the purposes of this Agreement.

15.2

Exclusions.

The

confidentiality obligations of this Section shall not apply to information that: (a) is or becomes publicly available through no fault

of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure; (c) is independently developed by the

Receiving Party without use of Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order,

provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order.

15.3

Survival.

The

confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of three

(3) years.

SECTION

16. INTELLECTUAL PROPERTY

16.1

Hearth Platform.

All

intellectual property rights in and to the Hearth Platform, including the software, Smart Contract templates, algorithms, systems, and

technology underlying the Hearth Platform, are and shall remain the exclusive property of Service Provider. Nothing in this Agreement

grants Client any ownership interest in or to the Hearth Platform or any of Service Provider’s proprietary technology.

16.2

Project Data.

All

data, documents, and information provided by Client to Service Provider in connection with the Project shall remain the property of Client.

Service Provider shall use such information solely for purposes of performing the services described in this Agreement.

16.3

Tokens.

The

specific Tokens created for Client pursuant to this Agreement shall, upon issuance, be the property of the designated Token holders in

accordance with the applicable Token documentation prepared by or on behalf of Client.

SECTION

17. TERM AND TERMINATION

17.1

Term.

This

Agreement shall commence on the Effective Date and shall continue until the completion of all services described herein, unless earlier

terminated in accordance with this Section.

17.2

Termination for Cause.

Either

Party may terminate this Agreement upon written notice to the other Party if: (a) the other Party materially breaches this Agreement

and fails to cure such breach within thirty (30) days following written notice specifying the nature of the breach in reasonable detail;

(b) the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to voluntary or involuntary

bankruptcy or insolvency proceedings; (c) the Token Issuance contemplated herein becomes legally infeasible due to a change in applicable

law or regulation, provided that the terminating Party provides written notice within thirty (30) days of such determination; or (d)

any required governmental or regulatory approval necessary to proceed with the Token Issuance cannot be obtained by the responsible Party

after commercially reasonable efforts. In the event of termination under clauses (c) or (d), each Party shall be released from further

performance obligations, but all payment obligations for services actually delivered prior to termination shall remain due and payable.

17.3

Effect of Termination.

Upon

termination of this Agreement: (a) all outstanding payment obligations accrued prior to the date of termination shall remain due and

payable; (b) each Party shall promptly return or destroy the other Party’s Confidential Information upon request; and (c) Sections

1, 13, 14, 15, 16, and 19 through 20 shall survive termination or expiration of this Agreement.

SECTION

18. FORCE MAJEURE

Neither

Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the

extent caused by circumstances beyond such Party’s reasonable control, including acts of God, natural disasters, pandemic, war,

terrorism, governmental action, failure of the Blockchain Network or internet infrastructure, or other events of force majeure. A Party

claiming force majeure shall provide prompt written notice to the other Party and shall use commercially reasonable efforts to resume

performance as soon as practicable.

SECTION

19. DISPUTE RESOLUTION

19.1

Negotiation.

the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity

thereof, the Parties shall first attempt to resolve such dispute through good faith negotiation between senior representatives of the

Parties for a period of thirty (30) days following written notice of the dispute.

19.2

Arbitration.

the Parties are unable to resolve any dispute through negotiation within the period specified in Section 19.1, such dispute shall be

submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration

shall be conducted in New York, New York before a single arbitrator mutually agreed upon by the Parties. The decision of the arbitrator

shall be final and binding upon the Parties and may be entered as a judgment in any court of competent jurisdiction.

19.3

Provisional Remedies.

Nothing

in this Section shall limit either Party’s right to seek provisional injunctive or other equitable relief from any court of competent

jurisdiction to prevent irreparable harm pending the resolution of a dispute.

SECTION

20. GENERAL PROVISIONS

20.1

Governing Law.

This

Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law

or conflict-of-law provisions thereof.

20.2

Entire Agreement.

This

Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect

to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions,

whether oral or written, relating to such subject matter.

20.3

Amendments.

This

Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties.

20.4

Waiver.

failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy.

Any waiver must be in writing and signed by the waiving Party.

20.5

Severability.

any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force

and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that as closely as

possible reflects the original intent of the Parties.

20.6

Assignment.

Neither

Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except

that Service Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially

all of its assets without Client’s prior consent. Any purported assignment in violation of this Section shall be null and void.

20.7

Notices.

All

notices and communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier,

certified mail (return receipt requested), or email with confirmation of receipt, to the addresses set forth in the signature block below

or as otherwise designated by the Parties in writing. Notices shall be deemed delivered upon receipt.

20.8

Counterparts; Electronic Signatures.

This

Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute

one and the same instrument. Electronic signatures shall be deemed valid and binding for all purposes under applicable law, including

the Electronic Signatures in Global and National Commerce Act.

20.9

No Third-Party Beneficiaries.

This

Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns, and nothing in this Agreement

shall create or be deemed to create any rights in any third party.

20.10

Independent Contractors.

The

Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment,

or fiduciary relationship between the Parties.

20.11

Construction.

This

Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the drafting

Party. Headings are for convenience only and shall not affect the interpretation of this Agreement.

20.12

No Control of Funds

Service

Provider shall at no time hold, custody, control, or have access to any investor funds, subscription proceeds, or assets related to the

Token Issuance.

20.13

Not a Promoter

Service

Provider is not a promoter, sponsor, or distributor of any Tokens and shall not be identified as such in any offering materials.

20.14

Client Must not Misrepresent Hearth

Client

shall not represent or imply that Service Provider is involved in fundraising, investment structuring, or endorsement of the Tokens in

any marketing, offering, or investor communications.

SIGNATURE

PAGE

WITNESS WHEREOF, the Parties have caused this Real World Asset Tokenization Service Agreement to be executed by their respective duly

authorized representatives as of the date first written above.

OFA

GROUP, INC.

DRAGON

GROUP

acting

through its Hearth RWA Platform

(or

its designated Special Purpose Vehicle)

By:

/s/

Li Hsien Larry Wong

By:

/s/

Long Deng

Name:

Hsien Larry Wong

Name:

Long

Deng

Title:

CEO

Title:

CEO

Date:

March

31, 206

Date:

March

31, 206

Notice

Address:

Notice

Address:

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 18

v3.26.1

Cover

Mar. 31, 2026

Cover [Abstract]

Document Type

8-K/A

Amendment Flag

true

Amendment Description

April 6, 2026, OFA Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”)

to report the Company entering into the Agreement (defined below). This Amendment No. 1 to the Original Report (this “Amendment”)

amends the Original Report to file the correct Agreement. Such corrected form of Agreement is filed hereto as Exhibit 10.1 and replaces

in its entirety the agreement that was filed as Exhibit 10.1 to the Original Report. Except as described above, the Original Report remains

unchanged.

Document Period End Date

Mar. 31, 2026

Entity File Number

001-42592

Entity Registrant Name

OFA

GROUP

Entity Central Index Key

0002036307

Entity Tax Identification Number

98-1824417

Entity Incorporation, State or Country Code

Entity Address, Address Line One

609

Deep Valley Drive

Entity Address, Address Line Two

Suite

200

Entity Address, City or Town

Rolling Hills

Entity Address, State or Province

Entity Address, Postal Zip Code

92074

City Area Code

(800)

Local Phone Number

418-5160

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class

A Ordinary Shares, $0.001 par value per share

Trading Symbol

OFAL

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Description of changes contained within amended document.

+ References

No definition available.

+ Details

Name:

dei_AmendmentDescription

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration