OFA Group 8-K/A

What Happened
OFA Group, Inc. (OFAL) announced it entered into a Real World Asset Tokenization Service Agreement on March 31, 2026 with MD Queens Development LLC (or its designated special purpose vehicle) to provide blockchain-based tokenization infrastructure for a proposed mixed-use real estate development in Long Island City, New York. The services will be delivered via OFA’s Hearth RWA tokenization platform and were disclosed in a press release on April 6, 2026 and in an 8-K filed April 22, 2026.

Key Details

• Agreement date: March 31, 2026; press release: April 6, 2026; 8-K filed April 22, 2026.
• Total platform technology fee: $15,000,000, payable in two milestone-based installments (50% on execution and delivery of initial architecture/configuration materials; 50% on initiation of smart contract deployment, platform infrastructure/token issuance setup, and full platform integration).
• Scope: design and creation of digital tokens, smart contract development/deployment, digital asset registry, integration of project documentation, and compliance-enabled technical features.
• Role limits: OFA is providing technology infrastructure only and will not act as issuer, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising intermediary; the Client is responsible for securities law compliance and investor-related activities.

Why It Matters
This is a material technology services agreement that could generate up to $15.0 million of revenue for OFA tied to defined milestones, improving near-term revenue visibility if milestones are met and invoiced. Because the fee is for technology services and not contingent on successful capital raising or token sales, OFA’s payment risk is reduced compared with contingent-fee arrangements. The company’s limited role (technology provider, not a securities intermediary) also clarifies that compliance and fundraising responsibilities remain with the client, which may limit OFA’s regulatory exposure related to the offering.