OFA Group

The global interior design services market was valued at approximately US$ 45.1 billion ¹ in 2022 and is expected to grow to US$ 79.6 billion ² by 2030, with a compound annual growth rate of 7.4% ³. The global architectural services market was valued at US$ 359.9 billion ⁴ in 2022 and is projected to reach US$ 834.84 billion ⁵ by 2031, growing at a CAGR of 9.8% ⁶. The Hong Kong architectural market, where the Company operates, is characterized by intense competition among numerous firms, with architectural and related services contributing nearly 20% of Hong Kong’s creative services exports, reaching HK$4.3 billion ⁷ every year. In the first quarter of 2024, the total gross value of construction works increased by 8.7% ⁸ year-on-year, amounting to HK$68.7 billion ⁹. The industry is highly fragmented and faces headwinds from persistent inflationary pressures and elevated interest rates.

The architectural and interior design industry is highly competitive, with competition based on design quality, technological innovation, project management capabilities, sustainability expertise, and pricing. Management believes the Company’s major competitors are Gensler, Foster + Partners, Aedas, and Ronald Lu & Partners. The Company has developed extensive industry relationships through its operating subsidiary’s 11-year ¹⁰ membership in the Hong Kong Institute of Architects and maintains an active network of over 100 ¹¹ clients and numerous industry relationships throughout Hong Kong. Approximately 90% ¹² of clients are either referral or return customers, and proportionally, 90% ¹³ of revenue is generated from referral or return customers. The Company has over 100 ¹⁴ returning customers, with cumulative revenue of approximately $8 million ¹⁵ since incorporation to March 31, 2026.

The Company generates revenue through comprehensive architectural services, including design and fit out services for commercial and residential buildings, project management services, application services, and design-only services. Revenue is recognized over time as work progresses using the cost-to-cost measure of progress method. The Company currently operates on a traditional project-based model but is transitioning toward a subscription-based model for AI tools, real estate development, and senior care infrastructure. The Company also generates revenue through its Hearth RWA tokenization platform, providing blockchain-based tokenization infrastructure and related technology services. Cryptocurrency payments are accepted for traditional architectural services and AI-driven architectural tools, currently accepting Bitcoin (BTC) and Solana (SOL).

Design and fit-out services generated revenues of $643,140 ¹⁶ and $80,464 ¹⁷ for the years ended March 31, 2026 and 2025, respectively, accounting for 85.45% ¹⁸ and 39.84% ¹⁹ of total revenues. Project management services generated revenues of $5,766 ²⁰ and $64,684 ²¹ for the years ended March 31, 2026 and 2025, respectively, accounting for 0.77% ²² and 32.02% ²³ of total revenues. Application services generated revenues of $101,633 ²⁴ and $39,883 ²⁵ for the years ended March 31, 2026 and 2025, respectively, accounting for 13.50% ²⁶ and 19.74% ²⁷ of total revenues. Design-only services generated revenues of $2,091 ²⁸ and $16,976 ²⁹ for the years ended March 31, 2026 and 2025, respectively, accounting for 0.28% ³⁰ and 8.40% ³¹ of total revenues.

The Company’s proprietary software platform, QikBIM, is an AI-powered Building Information Modeling platform designed to automate portions of the architectural and engineering design workflow. PlanAID is an AI-powered building code compliance verification tool under active development with a target commercial launch in the third quarter of 2026. The Hearth platform, developed through Hearth Labs, Inc., is a proprietary blockchain-based Real World Asset tokenization platform designed to manage the full tokenization lifecycle. The Company also utilizes third-party AI tools including Adobe 3D Studio Max for AI mapping and Open Art for design generation.

On May 23, 2025, the Company entered into a Co-Development Agreement with Alan to AI Consultancy Co. Limited for the co-development of the OFA QikBIM system, agreeing to pay a total of $14,993,500 ³². On March 31, 2026, the Company exercised its option to acquire a 50% ³³ undivided co-ownership interest in certain intellectual property relating to the QikBIM system for $17,500,000 ³⁴. On July 14, 2025, the Company entered into a purchase agreement with Atsion Opportunity Fund LLC to sell up to $100,000,000 ³⁵ of Class A Ordinary Shares. On October 29, 2025, the Company entered into a PIPE Purchase Agreement to issue and sell up to an aggregate $50,000,000 ³⁶ in stated value of Series A Convertible Preferred Shares. On March 31, 2026, the Company entered into a Real World Asset Tokenization Service Agreement with MD Queens Development LLC for a platform technology fee of $15,000,000 ³⁷. On May 8, 2026, the Company entered into a similar agreement with Vero 60 LLC and Vero Beach Land Development LLC for a platform technology fee of $7,500,000 ³⁸. The Company completed its IPO on May 22, 2025, issuing 3,750,000 ³⁹ Ordinary Shares at $4.00 ⁴⁰ per share, with the underwriters exercising their over-allotment option in full for an additional 562,500 ⁴¹ shares.

Total revenue increased by $514,878 ⁴², or 254.88% ⁴³, from $202,007 ⁴⁴ for the year ended March 31, 2025 to $716,885 ⁴⁵ for the year ended March 31, 2026. Net loss was $8,022,816 ⁴⁶ for the year ended March 31, 2026, compared to a net loss of $714,680 ⁴⁷ for the year ended March 31, 2025. Gross profit increased by $75,214 ⁴⁸, or 84.86% ⁴⁹, from $88,631 ⁵⁰ to $163,845 ⁵¹. Total operating expenses increased by $7,406,517 ⁵², or 954.64% ⁵³, from $775,846 ⁵⁴ to $8,182,363 ⁵⁵. The Company had an accumulated deficit of $10,983,014 ⁵⁶ as of March 31, 2026.

The Company plans to accelerate AI platform development and deployment, including the continued development of QikBIM, which had its first commercial launch on January 15, 2026, and PlanAid, which is under development with a target commercial launch in the third quarter of 2026. The Company aims to forge strategic partnerships with technology firms including BOOM Interactive Inc and Autodesk. The Company is pursuing opportunities in the senior housing and assisted living sector, evaluating potential development sites and preparing architectural and planning concepts in response to growing demographic demand for senior living communities in the United States, Hong Kong, and Japan.

The Company plans to expand its market reach in Asia and the United States, with operations based in Hong Kong and plans to extend services into the United States and broader Asia markets. The Company has established a U.S. headquarters in Rolling Hills, California, and intends to establish a U.S.-based subsidiary. The Company is also pursuing expansion into Japan, incorporating OFA Japan Inc. and OFA Japan Asset Management Inc. in May 2026 to pursue real estate and entertainment development opportunities, including a proposed regional revitalization project in Choshi City, Chiba Prefecture. The Company is in the process of establishing a joint venture entity, Miyabi Spectrum Inc., to manage the entertainment aspects of this project.

The Company expects that professional services expenses, which increased substantially due to engaging specialized legal, accounting, and consulting services for U.S. GAAP and SEC compliance, will decline in future periods as the enhanced policy and internal control framework becomes fully effective. The Company continues to actively manage operating expenditures and discretionary spending, including staffing, subcontractor, and marketing costs, to preserve liquidity.

The Company has implemented several measures to strengthen its liquidity position, including completing its IPO in May 2025 generating net proceeds of approximately $15.3 million ⁵⁷, securing access to committed equity financing through the PIPE Purchase Agreement for up to $50,000,000 ⁵⁸ in stated value of Preferred Shares and the Atsion Purchase Agreement for up to $100,000,000 ⁵⁹ of Class A Ordinary Shares. The Company intends to commercialize the QikBIM platform and transition a portion of its design operations from a traditional project-based model toward a scalable, subscription-based AI software offering. The Company continues to generate recurring revenue from its core design, fit-out, project-management, and platform services, and is expanding beyond Hong Kong into the Greater Bay Area and international markets.

The Company has adopted treasury policies governing digital asset management, including allocation ranges of approximately 70%–90% ⁶⁰ in BTC and 10%–30% ⁶¹ in SOL. The Company maintains minimum liquidity reserves equal to at least 10-15% ⁶² of unrestricted cash, which must remain in U.S. dollars or cash-equivalents and may not be deployed into digital assets. The Company may implement a covered-call option program on a portion of its BTC and SOL holdings, capping the portion of digital assets eligible for covered-call writing at no more than 25% ⁶³ of total digital asset holdings.

The Company faces structural headwinds from persistent inflationary pressures and elevated interest rates, which have contributed to revenue declines across the industry as clients delay or scale back construction projects. Rising construction costs in key markets have particularly impacted the residential and commercial project pipeline, leading to extended project timelines and reduced new project commitments. The Company also faces risks related to the valuation and liquidity of noncash consideration received in the form of PPDF, which had limited trading history and was not traded in an active market as of March 31, 2026.

The Company faces execution risks related to its Co-Development Agreement for the OFA QikBIM system, including development uncertainty, significant financial commitments of approximately $15.0 million ⁶⁴ to a third-party contractor, and limited control over core intellectual property. The Company does not own the core intellectual property of the system and instead relies on a license arrangement with a time-bound exclusivity period of five years ⁶⁵ from final completion for North America and Hong Kong, after which the license becomes non-exclusive globally. The Company also faces risks related to its digital asset strategy, including the potential classification as an investment company under the Investment Company Act of 1940 if bitcoin is determined to constitute a security.

The Company faces significant customer concentration risk, as two major customers contributed an aggregate of approximately 94.72% ⁶⁶ of total revenue for the fiscal year ended March 31, 2026, with the Dior Hong Kong Bespoke Lounge Project alone accounting for 82.38% ⁶⁷ of revenue. The Company has identified material weaknesses in internal control over financial reporting related to inadequate segregation of duties and lack of well-established procedures to identify, approve, and report related party transactions, which had not been fully remediated as of March 31, 2026. The Company faces substantial risks related to its cryptocurrency treasury strategy, including extreme price volatility of Bitcoin and Solana, with Solana exhibiting historical annualized volatility of 101.4% ⁶⁸ and maximum annual price decrease of -94.2% ⁶⁹ in 2022. The Company is subject to Nasdaq minimum bid price compliance risk, having received a deficiency notice on December 11, 2025, and is eligible for a second compliance period until December 7, 2026 ⁷⁰ to regain compliance. The Company faces risks related to the valuation of noncash consideration received in the form of PPDF, where 12,500,000 ⁷¹ PPDF tokens were received but recorded at zero carrying amount because fair value was not reliably measurable.

Management’s message emphasizes the Company’s strategic transformation from a traditional project-based architectural firm to a technology-enabled platform company integrating AI, blockchain, and digital asset capabilities. Key strategic priorities include accelerating AI platform development and deployment of QikBIM and PlanAid, expanding market reach in Asia and the United States, diversifying into senior housing and assisted living sectors, and establishing a digital asset treasury and real-world asset tokenization platform. Management believes the Company is well-positioned to support its operations and execute its growth strategies over at least the next twelve months, concluding that there is no substantial doubt about the Company’s ability to continue as a going concern.