NASDAQ: OFAL
OFA GroupCIK 0002036307 · SIC 8711 · Engineering Services
Through our wholly owned operating subsidiary, Office for Fine Architecture Limited, the Company provides comprehensive architectural services, including design and fit out services for commercial and residential buildings. The design service includes both the consultation with our staff and the… About this business →
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OFA Group amends Atsion waiver, risking up to 3M shares if it defaults on $1M fee
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OFA Group shareholders approve 1-for-10 reverse stock split and new equity incentive plan
5 material changes detected. Sign up free to read the summary.
OFA Group signs $7.5M blockchain tokenization deal for Florida real estate project
4 material changes detected. Sign up free to read the summary.
OFA Group appoints Erwin Pineda as independent director following board resignation
3 material changes detected. Sign up free to read the summary.
OFA Group acquires 50% stake in QIKBIM AI system for $17.5M with operational control
5 material changes detected. Sign up free to read the summary.
OFA Group signs $15M blockchain tokenization deal for NYC real estate project
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Latest financial statements
From 10-Q filed Aug 14, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Condensed Consolidated Statements of Operations
| Description | Three months ended June 30, 2026 (unaudited) | Three months ended June 30, 2025 (unaudited) |
|---|---|---|
| Revenue | ||
| Project income | 14,879 | 18,955 |
| Cost of revenue | 3,977 | 12,697 |
| Gross profit | 10,902 | 6,258 |
| Operating expenses: | ||
| Depreciation and amortization | 924,586 | 40 |
| Selling, general and administrative | 243,574 | 173,031 |
| Professional services | 254,035 | 1,167,823 |
| Advertising and marketing | 43,135 | 57,988 |
| Salaries and wages | 449,795 | 340,889 |
| Total operating expenses | 1,915,125 | 1,739,771 |
| Loss from operations | (1,904,223) | (1,733,513) |
| Other income (expense) | ||
| Other income | 6,306 | 9,026 |
| Interest expense | (3,234) | (3,542) |
| Interest income | 4 | 252 |
| Total other income, net | 3,076 | 5,736 |
| Loss from operations before income taxes | (1,901,147) | (1,727,777) |
| Provision for income taxes | (4) | - |
| Net Loss | (1,901,151) | (1,727,777) |
| Dividends and accretion to redeemable preferred stock | (857) | - |
| Net Loss attributable to common shareholders | (1,902,008) | (1,727,777) |
| Basic and diluted net loss per share, Class A Ordinary Shares | (0.72) | (1.50) |
| Weighted average shares outstanding, Class A Ordinary Shares | 2,647,873 | 1,150,672 |
| Basic and diluted net loss per share, Class B Ordinary Shares | - | - |
| Weighted average shares outstanding, Class B Ordinary Shares | 20,000,000 | - |
Condensed Consolidated Balance Sheets
| Description | June 30, 2026 (Unaudited) | March 31, 2026 (Audited) |
|---|---|---|
| ASSETS | ||
| Current assets: | ||
| Cash | 178,057 | 1,033,466 |
| Restricted cash-held by affiliate | 1,680,000 | 1,680,000 |
| Prepaid expense | 43,181 | 59,510 |
| Contract assets | 8,777 | 3,053 |
| Account receivables, net | 3,698 | 3,700 |
| Deferred offering costs | 1,100,000 | 1,100,000 |
| Total current assets | 3,013,713 | 3,879,729 |
| NON-CURRENT ASSETS: | ||
| Rent deposit | 123,658 | 122,857 |
| Right-of-use asset operating lease | 639,255 | 635,622 |
| Property, plant and equipment, net | 856,613 | 896,984 |
| Intangible assets, net | 15,178,818 | 16,072,093 |
| Total non-current assets | 16,798,344 | 17,727,556 |
| Total assets | 19,812,057 | 21,607,285 |
| LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY | ||
| Current liabilities: | ||
| Account payable | 374,074 | 515,951 |
| Accrued liabilities | 5,968,839 | 6,043,346 |
| Contract liabilities | 62,142 | 62,191 |
| Current maturities of loan payable | 1,505 | 22,192 |
| Due to related parties | 114,528 | 286,160 |
| Operating lease liabilities | 173,255 | 164,391 |
| Commitment fee payable | 897,175 | 897,175 |
| Total current liabilities | 7,591,518 | 7,991,406 |
| Non-Current liabilities: | ||
| Loan payable, net of current | 468,375 | 448,057 |
| Operating lease liabilities | 467,562 | 454,404 |
| Total non-current liabilities | 935,937 | 902,461 |
| Total liabilities | 8,527,455 | 8,893,867 |
| Mezzanine Equity | ||
| Series A Convertible Redeemable Preferred Shares, $0.001 par value, 20,000,000 shares authorized as of June 30, 2026 and March 31, 2026, respectively, 1,080 and 1,380 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively. | 1,410,916 | 1,730,404 |
| Preferred stock payable | 471,000 | - |
| Total mezzanine equity | 1,881,916 | 1,730,404 |
| Shareholders’ equity: | ||
| Class A Ordinary Shares, with $0.01 par value, 100,000,000 shares authorized, 2,637,052 and 2,543,013 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively | 26,371 | 25,431 |
| Class B Ordinary Shares, with $0.001 par value, 20,000,000 shares authorized, 20,000,000 shares issued and outstanding as of June 30, 2026 and March 31, 2026 | 20,000 | 20,000 |
| Additional paid-in capital | 19,815,987 | 19,464,439 |
| Share payable | 535,520 | 535,520 |
| Accumulated deficit | (11,060,535) | (9,126,384) |
| Accumulated other comprehensive income | 65,343 | 64,008 |
| Total shareholders’ equity (deficit) | 9,402,686 | 10,983,014 |
| Total liabilities, Mezzanine Equity and shareholders’ equity | 19,812,057 | 21,607,285 |
Condensed Consolidated Statement of Cash Flows
| Description | Three months ended June 30, 2026 (unaudited) | Three months ended June 30, 2025 (unaudited) |
|---|---|---|
| Cash flows from operating activities: | ||
| Net Loss | (1,901,151) | (1,727,777) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation and amortization | 924,586 | 40 |
| Share-based compensation expense | - | 83,571 |
| Shares issued for professional services | - | 800,000 |
| Shareholder investment | - | 37,000 |
| Changes in operating assets and liabilities: | ||
| Due to related party | (171,588) | 146,080 |
| Contract assets | (5,732) | (7,666) |
| Account receivables | - | 7,459 |
| Prepaid expenses | 16,329 | (12,047,040) |
| Rent deposit | (805) | - |
| Right-of-use asset | 21,216 | (26,874) |
| Right-of-use liabilities | (2,828) | 26,605 |
| Contract liabilities | - | 24,299 |
| Account payable | (142,604) | 9,189 |
| Accrued expenses | (69,181) | 27,536 |
| Net cash used in operating activities | (1,331,758) | (12,647,578) |
| Cash flows from investing activities: | ||
| Purchases of property and equipment | (3,264) | (1,442) |
| Net cash used in investing activities | (3,264) | (1,442) |
| Cash flows from financing activities: | ||
| Proceeds from issuance of Class A Ordinary Shares upon initial public offering, net of underwriting discounts, commissions and other offering costs | - | 15,308,000 |
| Proceeds from the issuance of Series A Preferred Shares, net | 471,000 | - |
| Net cash provided by financing activities | 471,000 | 15,308,000 |
| Net change in cash | (864,022) | 2,658,980 |
| Effect of currency translation on cash and cash equivalents | 8,613 | (19,567) |
| Cash and restricted cash, beginning of the period | 2,713,466 | 31,950 |
| Cash and restricted cash, end of the period | 1,858,057 | 2,671,363 |
| Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheet: | ||
| Cash | 178,057 | 2,671,363 |
| Restricted cash | 1,680,000 | - |
| Total cash and cash equivalents and restricted cash | 1,858,057 | 2,671,363 |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
| Cash paid for interest | 3,234 | 3,542 |
| Cash paid for taxes | - | - |
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
| Establishment of ROU assets and liabilities | 25,026 | - |
| Accretion to redeemable preferred equity | 33,857 | - |
| Dividends on Series A Preferred Shares | 33,000 | - |
| Deferred IPO costs reclassified to APIC | - | 266,028 |
| Ordinary Shares issued for conversion of Series A Preferred Shares | 318,631 | - |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About OFA Group
Source: Item 1 (Business) from the 10-K filed July 14, 2026. Description as filed by the company with the SEC.
ITEM
1. Business
Overview
Through
our wholly owned operating subsidiary, Office for Fine Architecture Limited, the Company provides comprehensive
architectural services, including design and fit out services for commercial and residential buildings. The design service includes both
the consultation with our staff and the actual design work and the Company provides a specific conceptualized design with layout plans,
detailed design drawings, advice relating to, among other things, budgetary consideration, optimal use of space, the materials, fittings,
furniture, appliances and other items to be used with an aim to produce a preliminary design plan and quotation for clients’ considerations.
Fit out works include installing protective materials to cover floors or walls, installing or constructing partition walls, windows and
window frames and decorative fittings, furniture or fixtures, installing plumbing systems as well as installing switches, power outlets,
telephone wiring, computer outlet covers and other electrical and wiring works.
The
Company’s mission is to leverage its expertise in architectural design to maximize the potential of every property, ensuring that
its unique attributes are highlighted and enhanced through thoughtful innovations. The Company is focused on innovation, efficiency,
and scalability in its business model and service offerings. While the Company currently operates on a traditional project-based model,
the Company utilizes various technological tools to enhance its design process.
Read full description ↓
The
Company has developed extensive industry relationships through its operating subsidiary’s 11-year membership in the Hong Kong Institute
of Architects (“HKIA”) and maintain an active network of over 100 clients and numerous industry relationships throughout
Hong Kong. As the Company continues to grow, it plans to leverage these relationships and its local market expertise to explore potential
technological partnerships and enhanced service offerings for the Asian market. However, its ability to implement such enhancements would
depend on reaching formal agreements with technology providers, and there can be no assurance that such agreements will be reached or
that enhanced services will be developed.
The
Company’s current service enhancement initiatives focus on utilizing existing visualization tools to improve design efficiency,
exploring potential development of specialized software tools for building code compliance, and continuing to evaluate and implement
commercially available technology solutions that could benefit our clients. The Company believes these initiatives can help us deliver
more efficient services to our clients, though the implementation and success of these initiatives involve various risks and uncertainties
as described in “Risk Factors - Risks Related to Our Business and Industry - Our utilization of artificial intelligence and
machine learning technologies may expose us to operational, legal, and financial risks that could materially impact our business operations
and financial results.”
On
May 23, 2025, Office for Fine Architecture Limited, the Company’s subsidiary, entered into a Co-Development Agreement (the “Co-Development
Agreement”) with Alan to AI Consultancy Co. Limited (the “Contractor”) for the co-development of the OFA QikBIM
system. Pursuant to the Co-Development Agreement, the Contractor will develop an AI software designed for architecture design and automated
generation of structural and MEP (mechanical, electrical, and plumbing) construction drawings, and the Company agreed to pay the Contractor
a total of $14,993,500, payable in four instalments upon the delivery of each project phase. Pursuant to the Co-Development Agreement,
while the intellectual property (IP) rights in the core QikBIM system remains with the Contractor, the Company shall have a perpetual,
irrevocable, worldwide, royalty-free license to use, modify, and distribute the software. The Company will hold exclusive rights for
the use, management, and operation of the system in North America and Hong Kong for five years from final completion, after which the
license becomes non-exclusive globally. The Co-Development Agreement contains customary representations and warranties made by the Contractor,
including that the services and deliverables shall be free from defects in design, meet all applicable legal requirements, not infringe
or encroach any third party’s personal, contractual or proprietary rights and be free and clear of all third party liens. The Co-Development
Agreement shall remain in effect until 30 days following the date that the Company gives the Contractor written notice of termination,
on in the event of a material breach of the Agreement by either party and not cured within 10 days of the receipt of written notice thereof,
be immediately terminated by the non-breaching party. On March 31, 2026, the Company exercised its option, exercisable within three years
of final completion, to either purchase the IP rights for the North American and Hong Kong version of the system or acquire equity in
the Contractor (the “Option”), and entered into an Intellectual Property Assignment and Co-Ownership Agreement with Contractor,
pursuant to acquire a 50% undivided co-ownership interest in certain intellectual property relating to the QikBIM (or “QikBIM”)
system, including rights relating to the United States and Hong Kong standards adaptation and commercialization versions thereof for
$17,500,000 (HK$136,500,000). All development fees paid by the Company was converted towards the acquisition cost upon exercise of the Option.
As of the date of this report, $5,505,676 (HK$43,147,932) remained unpaid pursuant to the terms of the Co-Development Agreement. The
Co-Development Agreement was further amended by an Assignment Agreement (as described below).
2
On
March 31, 2026, Office for Fine Architecture Limited, a subsidiary of the Company, entered into an Intellectual Property Assignment and
Co-Ownership Agreement (the “Assignment Agreement”) with the Contractor. Pursuant to the Assignment Agreement, the Company
acquired from the Contractor a 50% undivided co-ownership interest in certain intellectual property relating to the QikBIM system and
related deliverables, including specified rights relating to the United States standards and Hong Kong standards adaptation and commercialization
version of such system (the “Acquired IP”) for an aggregate purchase price of $17,500,000. Notwithstanding the 50/50 co-ownership
structure, the Company holds sole and final authority over all operational, technical, strategic, and commercial matters relating to
the Acquired IP and the QikBIM business, including product roadmap, technical architecture, pricing, licensing, sublicensing, and data
governance. The Seller’s consent rights are limited to narrowly defined fundamental matters. The Assignment Agreement also restricts
the Contractor’s ability to transfer its retained interest, grant licenses, or compete with the QikBIM business using the Acquired
IP. The Assignment Agreement also amends, restates, replaces and supersedes certain prior option-to-purchase, exclusivity, license, acquisition-cost
conversion, governance and related mechanics contained in the Co-Development Agreement with respect to the Acquired IP and the related
business. The Assignment Agreement provides those historical payments previously made by Company and/or its affiliates to the Contractor
in the aggregate amount of $11,994,800 are credited against the purchase price. The Company is also obligated to pay the Contractor (i)
a final installment of $2,998,700 on or before December 31, 2026, and (ii) supplemental consideration of $2,506,500 on or before December
31, 2026. In addition, pursuant to the Assignment Agreement the Company deposited $880,000 into an escrow account designated by Company,
which amount shall constitute part of, and not in addition to, the purchase price and will be credited against the supplemental consideration
when released to the Contractor. Any unpaid final installment or supplemental consideration not paid when due will accrue simple interest
at a rate of 3% per annum or the maximum rate permitted by applicable law, whichever is lower. The Assignment Agreement also contains
customary and negotiated provisions relating to representations and warranties, indemnification, confidentiality, public announcements,
cooperation, dispute resolution and other miscellaneous matters. Among other things, the Assignment Agreement provides that the Company
has the sole right to determine the timing, manner and content of any public announcement, securities filing, stock exchange filing,
investor communication or other public-company disclosure relating to the Assignment Agreement, the Acquired IP or the related business.
While
the project is advancing as planned with promising early results, there can be no assurance that future phases will be successfully completed
or that the system will achieve its intended commercial objectives. See – “Risk Factor - Risks Related to Our Co-Development
Agreement for the OFA QikBIM System.”
Commencing
in July 2025, the Company began accepting cryptocurrency payments for its traditional architectural services and AI-driven architectural
tools. The Company currently accepts Bitcoin (BTC) and Solana (SOL) for these services. All cryptocurrencies received from clients will
be held with Kraken crypto currency exchange, owned and operated by Payward, Inc., a qualified third-party custodian, which provides
institutional-grade security measures, including cold storage, multi-signature arrangements, and segregated account structures consistent
with industry practices.
Cryptocurrencies
received from operating activities are maintained separately from the Company’s cryptocurrency treasury strategy. In the ordinary
course, such receipts are converted into fiat currency for working-capital purposes. Any portion of these assets designated for long-term
investment is transferred into dedicated treasury accounts in accordance with Company policy. As of the date of this report, the Company
has not accepted any BTC and SOL.
3
In
August 2025, the Company launched its digital asset strategy, which is intended to support, among other things, financing initiatives
tied to senior housing projects, property development, and broader real-world-asset digitization. This strategy may involve pilot programs
that tokenize various real-world assets, including mortgages, real property interests, rental income streams, and other asset categories
relevant to the Company’s operations.
On March 31, 2026, the Company entered into a Real World Asset Tokenization
Service Agreement (the “Tokenization Agreement”) with MD Queens Development LLC, or its designated special purpose vehicle
(the “Real World Asset”), in connection with a proposed mixed-use real estate development project located in Long Island City,
New York (the “Project”). Pursuant to the Tokenization 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 Tokenization 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 Tokenization 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 Tokenization Agreement. The Tokenization 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 Tokenization Agreement further provides that the Company’s role is limited to technology
infrastructure and platform services. The Tokenization 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 Real World Asset will remain solely responsible for securities law compliance, offering structure,
investor-related activities, and related matters. The Tokenization Agreement contains customary representations and warranties, confidentiality
obligations, indemnification provisions, limitations of liability, and termination provisions. The Tokenization Agreement will remain
in effect until completion of the services described therein, unless earlier terminated in accordance with its terms. The first milestone (Platform Setup and Smart Contract Deployment) was
reached on May 15, 2026, and the corresponding Project Plan Deliverable Framework has been accepted by the client. Although the agreement
became effective and a portion of the $15,000,000 Platform Technology Fee became contractually payable and non-refundable on that date,
execution of the contract itself does not constitute satisfaction of a performance obligation. Real World Asset
elected to settle the first installment of the platform technology fee through the transfer of 12,500,000 PropDeFi tokens (“PPDF”)
on March 31, 2026. Because the services had not been performed as of March 31, 2026 and the fair value of the noncash consideration was
not reliably measurable, the Company has not recognized any revenue with respect to the Tokenization Agreement for the period. Consistent
with its policy for consideration received in advance of performance, the Company recorded the arrangement as a contract liability; however,
because the fair value of the consideration received could not be reliably measured, the contract liability and the related digital assets
received were recorded at zero value as of March 31, 2026. Accordingly, the PPDF received is reflected in the consolidated balance sheet
at zero carrying amount, and no contract liability was recognized at the $15,000,000 million stated contract value. See – “Risk
Factors - Risks Related to the Valuation of Noncash Consideration Received in the Form of PPDF.”
On May 8, 2026, the Company entered
into a Real World Asset Tokenization Service Agreement (the “Vero Agreement”) with Vero 60 LLC and Vero Beach Land Development
LLC, or its designated special purpose vehicle (“Vero”), in connection with a proposed residential real estate development
project located in Vero Beach, Florida (the “Vero Project”). Pursuant to the Vero Agreement, the Company, through its Hearth
RWA tokenization platform, will provide certain blockchain-based tokenization infrastructure and related technology services in connection
with the Vero 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 Vero 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 Vero Agreement, the Company is entitled to receive an aggregate platform technology fee of $7,500,000. 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 Vero 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 platform infrastructure and token issuance setup, and full platform integration, in each case subject
to invoicing and the other terms and conditions of the Vero Agreement. The Vero 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 Vero Agreement further provides that the Company’s role is limited to technology infrastructure and
platform services. The Vero 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 Vero 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.
Our
Corporate History and Structure
The
Company is a Cayman Islands exempted company incorporated on August 27, 2024. Effective on August 29, 2024, the Company and its operating
subsidiary completed a reorganization to consolidate its business operations in Hong Kong into an offshore corporate holding structure
in anticipation of listing on a recognized securities market.
Our
operating subsidiary, Office for Fine Architecture Limited, is a private company limited by shares company incorporated under the laws
of Hong Kong on January 31, 2013 under the name of “Panesian Engineering Limited.” On May 29, 2013, Panesian Engineering
Limited changed its name by way of special resolution to Office for Fine Architecture Limited. Our operating subsidiary’s executive
offices are based in Hong Kong. Our operating subsidiary has not had any bankruptcies or mergers and acquisitions during the time of
its business lifetime.
4
On
June 11, 2025, the Company formed its subsidiary, OFA Financial, Inc. (“OFA Financial”), in the State of Delaware to conduct
advisory and consulting services. OFA Financial provides strategic and financial consulting services to companies and individuals
seeking to raise capital through private or public markets, pursue mergers, acquisitions, or strategic transactions, and evaluate corporate
finance alternatives. Its services include advising on capital structure, financing strategies, transaction readiness, and strategic
planning, as well as assisting with investor outreach, transaction structuring, and coordination with legal, accounting, and other professional
advisors. OFA Financial does not act as a broker-dealer, does not solicit or execute securities transactions, and does not receive transaction-based
compensation.
On
September 4, 2025, the Company formed its subsidiary, Office for Fine Architecture, Inc, in the State of California for providing architectural
design, planning, and consulting services for U.S.-based projects, including coordination with clients, contractors, and regulatory authorities.
On
September 10, 2025, the Company formed its subsidiary, OFA Financial HK Limited, under the laws of Hong Kong, to oversee the activities
of head offices, including management and management consultancy activities.
On
October 22, 2025, the Company formed its subsidiary, Guangzhou Zhiyi Consulting Services Co., Ltd., under the laws of People’s
Republic of China, for providing financial advisory services, information consulting services and other consulting and planning services.
On
November 18, 2025, the Company formed its subsidiary, OFA Asset Management, Inc., in the State of Delaware for holding and managing investment
vehicles and special purpose entities focused on land development assets and digital assets; overseeing asset structuring, tokenization
initiatives, and asset-level management.
On
November 18, 2025, the Company formed its subsidiary, Hearth Labs, Inc., in the State of Delaware for the development of our digital-asset
infrastructure.
The
chart below shows our corporate structure as of the date of this report:
5
Recent
Developments
FPI
Status
As
of September 30, 2025, the end of its second fiscal quarter, the Company determined that it no longer qualified as an FPI and effective
April 1, 2026, became subject to additional regulatory and reporting requirements as a domestic issuer in the United States. As a domestic
U.S. filer, the Company is now required to file quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements under
Section 14 of the Exchange Act, and to prepare financial statements in accordance with U.S. GAAP. Additionally, its “insiders”
are now subject to Section 16 reporting and short-swing profit recovery provisions, and the Company is no longer exempt from Regulation
FD.
Nasdaq
Notice
On
December 11, 2025, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that the
closing bid price per share for its Ordinary Shares was below $1.00 for a period of 30 consecutive business days and that the Company
did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company had until June 9, 2026 (the “Compliance Period”), to regain compliance
with Nasdaq’s minimum bid price requirement.
On
June 9, 2026, the Company received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock
Market LLC (“Staff”) notifying the Company that the Company is eligible for an additional 180-day period (the “Second
Compliance Period”), or until December 7, 2026 (the “Compliance Date”), to regain compliance, based on the Staff’s
determination of the Company meeting the continued listing requirement for market value of publicly held shares and all other initial
listing standards for Nasdaq, with the exception of the minimum bid price requirement, and the Company’s written notice to Nasdaq
of its intention to cure the deficiency during the Second Compliance Period, by effecting a reverse stock split, if necessary. The Letter
has no immediate impact on the listing of the Company’s Ordinary Shares on Nasdaq. If at any time during the Second Compliance
Period the closing bid price of the Company’s Ordinary Shares is at least $1.00 per share for a minimum of 10 consecutive business
days (which may be extended to be a period of up to 20 consecutive business days in the discretion of the Staff), Nasdaq will provide
the Company with written confirmation of compliance. The Letter does not result in the immediate delisting of the Company’s Ordinary
Shares, and the shares will continue to trade uninterrupted under the symbol “OFAL.”
If
the Company does not regain compliance by the Compliance Date, the Staff will provide written notification that the Company’s Ordinary
Shares is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the
procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company receives a delisting
notice and appeals the delisting determination by Nasdaq to the panel, such appeal would be successful.
Change
of Capital Structure and Related Share Issuance
The
Company’s Ordinary Shares have been redesignated as Class A Ordinary Shares and have commenced trading on Nasdaq on December 17,
2025 as Class A Ordinary Shares under the same symbol “OFAL.”
On
November 24, 2025, the Company held an extraordinary general meeting of shareholders (the “EGM”).
At
the EGM, the Company’s shareholders approved, among other matters, (i) an increase in the Company’s authorized share capital,
(ii) the reclassification of the Company’s share capital into a dual-class structure consisting of Class A and Class B Ordinary Shares, (iii) the adoption of a second amended and restated memorandum and articles of association, (iv) the issuance of Class B Ordinary Shares to certain investors, (v) the entry into and implementation of a private placement financing facility, and (vi) the establishment
of a digital asset treasury.
6
As
such, following the approval, the Company’s authorized share capital was $320,000 divided into 320,000,000 shares of a par value
of US$0.001 each comprising (i) 100,000,000 Class A Ordinary Shares of a par value of US$0.001 each, (ii) 20,000,000 Class B Ordinary Shares of a par value of US$0.001 each, and (iii) 200,000,000 undesignated shares of a par value of US$0.001 each, of such class or classes
(however designated) as the board of directors may determine in accordance with the Second M&A.
In
addition, on December 30, 2025, the Company executed the Purchase Agreement with FNHK Inc., CP COWORK LIMITED and R-OPUS Inc. As of February
2026, the Company had fully received the consideration and issued 6,666,667 Class B Ordinary Shares to FNHK Inc., 6,666,666 Class B Ordinary Shares to CP COWORK LIMITED and 6,666,667 Class B Ordinary Shares to R-OPUS Inc.
Holders
of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting, transfer and dividends and distribution
rights. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote
per share; and each holder of Class B Ordinary Shares will be entitled to 25 votes per Class B ordinary share. Class A Ordinary Shares
may be transferred in accordance with the Second M&A and any applicable laws while a holder of Class B Ordinary Shares shall have
no rights to transfer Class B Ordinary Shares under any circumstances. Dividends may be declared or paid to any holder of Class A ordinary
share but no dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets
(including any distribution of assets to shareholders on a winding up) may be made to a holder of a Class B ordinary share.
Holders
of the Preferred Shares shall have no voting power and no right to vote on any matter at any time, either as a separate series or class
or together with any other series or class of share, and shall not be entitled to call a meeting of such holders for any purpose nor
shall they be entitled to participate in any meeting of the holders of Class A Ordinary Shares.
The
Company’s Class A Ordinary Shares shall not be convertible into Class B Ordinary Shares, and Class B Ordinary Shares shall not
be convertible into Class A Ordinary Shares. In addition, the holders of the Company’s Preferred Shares have the right to convert
such shares into Class A Ordinary Shares in accordance with the terms of the certificate of designations as described in more detail
below.
Mr.
Wong, Chief Executive Officer and director of the Company, exercises voting and dispositive power over the securities held by FNHK Inc.
Mr. Chong, Chief Technology Officer and director of the Company, exercises voting and dispositive power over the securities held by CP
COWORK LIMITED. Mr. Wong and Mr. Chong co-founded the Company in 2013 and have led the Company to achieve significant growth. Weiyi C.
Yu exercises voting and dispositive power over the securities held by R-OPUS, Inc. The three main shareholders, holding an aggregate
of 20,000,000 Class B Ordinary Shares will be deemed to beneficially own approximately 98.68% of the total voting power of our issued
and outstanding Ordinary Shares (including Class A Ordinary Shares and Class B Ordinary Shares). See – “Risk Factors -
The three main shareholders of our Company, including our Chief Executive Officer and our Chief Technology Officer, holds approximately
98.68% of the voting power of our Ordinary Shares and have the ability to control the outcome of certain matters submitted to shareholders
for approval, including increasing, consolidating, converting, dividing and cancelling share capital, election of directors and declaring
dividends, the amendment of the Company’s memorandum and articles of association, varying class rights, continuation out, winding
up and reducing share capital, and other major corporate transactions, such as a change in control, merger, consolidation, and sale of
assets.”
Securities
Purchase Agreement
On
October 29, 2025, the Company entered into purchase agreement (the “PIPE Purchase Agreement”) with Greentree Financial Group,
Inc. (“Greentree”) and TriCore Foundation, LLC (“TriCore”), pursuant to which, and subject to the approval by
the Company’s shareholders of (i) an amendment to its Amended and Restated Memorandum and Articles of Association and (ii) the
approval of the issuance of the Series A Convertible Preferred Shares, the Company will issue and sell up to an aggregate $50,000,000
in stated value of its Series A Convertible Preferred Shares, par value US$0.001 per share (the “Preferred Shares”). An aggregate
of $4,800,000 in stated value of its Preferred Shares are closed to date. The Preferred Shares are convertible into the Company’s
Class A Ordinary Shares.
7
The
PIPE Purchase Agreement, as amended, contemplates multiple closings (each, a “Closing”). At the first closing (the
“Initial Closing”) an aggregate stated value of $1,500,000 of Preferred Shares were issued upon the satisfaction of
certain customary closing conditions in exchange for the aggregate gross proceeds of $1,350,000, representing original issue
discount of 10%. At the second closing (the “Second Closing”), subject to satisfying the conditions described in the
PIPE Purchase Agreement, including the majority vote of the Company’s shareholders (the “Shareholder Approval”),
an aggregate stated value of $500,000 of Preferred Shares were issued in exchange for the aggregate gross proceeds of $450,000. At
the third closing (the “Third Closing”), subject to satisfying the conditions discussed in more detail in the PIPE
Purchase Agreement, including an effective registration statement covering the resale of the Ordinary Shares issuable upon
conversion of the Preferred Shares and as payment for the Preferred Shares dividends an aggregate stated value of $4,000,000 of
Preferred Shares in exchange for the aggregate gross proceeds of $3,600,000. On February 20, 2026 and March 27, 2026 Investors
waived certain closing conditions for a portion of the Third Closing and funded $2,800,000 in stated value. In addition, at the
additional closings (the “Additional Closings” and each an “Additional Closing”) pursuant to the PIPE
Purchase Agreement, the Company has the right, but not the obligation, subject to satisfying the conditions discussed below, to
issue an aggregate stated value of $44,000,000 of the Preferred Shares in exchange for the aggregate gross proceeds of $39,600,000.
As of the year ended March 31, 2026, the Company had issued 1,080 Preferred Shares with an aggregate stated value of $1,089,082.60
in exchange for the aggregate gross proceeds of $972,000. As of the date of this report, 420 of the 1,080 Preferred Shares issued
under the PIPE Purchase Agreement were converted for 1,412,023
shares of Class A Ordinary Shares, with 1,080 Preferred Shares currently remaining outstanding. See – “Business
– Material Agreements - PIPE Purchase Agreement.”
Registration
Rights
On
October 29, 2025, the parties entered into a registration rights agreement (the “Registration Rights Agreement”), which grants
Greentree and TriCore certain customary registration rights in connection with the investment with respect to the shares of Class A Ordinary Shares issuance upon conversion of the Preferred Shares and upon payment of the associated dividends. Subsequent to the execution of
the Registration Rights Agreement, a transferee of certain Preferred Shares entered into a joinder to the Registration Rights Agreement
with the Company pursuant to which such transferee agreed to become a party to, and be bound by, the terms and conditions of the Registration
Rights Agreement as a “Buyer” thereunder with respect to the Preferred Shares acquired from an existing Buyer.
Equity
Line of Credit
On
July 14, 2025, the Company entered into certain purchase agreement (the “Atsion Purchase Agreement”) with Atsion Opportunity
Fund LLC – Series 1 (“Atsion”), pursuant to which the Company has the right, but not the obligation, to sell up to
$100,000,000 (which may be increased to $200,000,000 upon mutual agreement by us and Atsion) of our Class A Ordinary Shares, to Atsion,
subject to the terms and conditions set forth therein (the “Equity Facility”). In furtherance of the Equity Facility, the
Company and Atsion also entered into a related registration rights agreement (the “RRA”) pursuant to which the Company has
agreed to register for resale on a registration statement on Form S-1 the Class A Ordinary Shares issuable to Atsion pursuant to the
Equity Facility.
In
consideration for entering into the Atsion Purchase Agreement, the Company has agreed to issue Atsion 250,000 Class A Ordinary Shares
(the “Commitment Shares”). If the aggregate value of the Commitment Shares, as determined pursuant to the Atsion Purchase
Agreement, is less than $1,000,000, then the Company has agreed to pay Atsion the difference in cash. The Company has also agreed to
reimburse Atsion for certain expenses.
Concurrently
with the Atsion Purchase Agreement, the Company and Atsion entered into a registration rights agreement with Atsion, pursuant to which
the Company has agreed to file a resale registration statement within 30 days following the execution of the Atsion Purchase Agreement
and agreed to have the resale registration statement declared effective within 45 days of execution of the Atsion Purchase Agreement,
subject to an extension if the Securities and Exchange Commission determines to review the resale registration statement.
8
On
June 4, 2026, the Company and Atsion entered into the into an Amendment No. 1 to the Conditional Waiver of Covenant (the “Conditional
Waiver Amendment”) amending the certain provisions of the March 25, 2026 Conditional Waiver of Covenant by and between the Company
and Atsion (the “Original Waiver”). The parties had previously entered into the Atsion Purchase Agreement, pursuant to which
the Company was prohibited from entering into any variable rate transaction (the “Restriction”). On October 28, 2025, the
Company and Atsion entered into a waiver, pursuant to which Atsion agreed to waive the Restriction in relation to an Initial Closing
under the PIPE Purchase Agreement. Pursuant to the Original Waiver, Atsion agreed to waive the Restriction in relation to the Second
Closing and Third Closing under the PIPE Purchase Agreement. Further the Original Waiver amended the Atsion Purchase Agreement to subjected
the Company’s obligation to pay Atsion a commitment fee of $1,000,000 to a payment schedule therein, and if the Company defaults
in any of the payments, the entire remaining unpaid balance of the commitment fee shall, at the Atsion’s election, become immediately
due and payable, and liquidated damages shall accrue at one percent (1%) of the commitment fee each day. Pursuant to the Conditional
Waiver Amendment, if the Company defaults in the payment of commitment fee, the remaining unpaid balance of the commitment fee shall
be converted into Class A Ordinary Shares (“Default Shares”) at a conversion price equal to volume-weighted average price
of Company’s Class A Ordinary Shares on the day immediately prior to the Share Transfer Date (as defined in the Conditional Waiver
Amendment), provided, however, that the number of Default Shares will not exceed 3,000,000 shares.
In
connection with the Equity Facility, the Company engaged R.F. Lafferty & Co., Inc. and IB Capital LLC, an affiliate of I-Bankers
Securities Inc. (collectively, the “Agents”), to act as placement agents. The Company has agreed to pay the Agents an upfront
fee of $500,000 in cash or in Class A Ordinary Shares at the Company’s discretion and has also agreed to pay the Agents a fee of
1.25% of the gross proceeds of sales pursuant to the Equity Facility. See – “Business – Material Agreements - Atsion
Purchase Agreement.”
Digital
Asset Management
The
Company has adopted treasury policies governing digital asset management, including allocation ranges of approximately 70%–90%
in BTC and 10%–30% in SOL, with target distributions subject to periodic review and minimum liquidity thresholds to ensure adequate
working capital. Purchases of digital assets are conducted through regulated exchanges or vetted over-the-counter counterparties under
the oversight of a third-party asset manager, with assets held in secure, segregated custodial accounts featuring institutional-grade
protections. All acquisitions require approval under treasury committee guidelines, must comply with allocation and liquidity parameters,
and are executed at market prices within internal controls to limit slippage, with transactions promptly recorded and reconciled in the
Company’s financial records.
Professional
Services Agreement
On
April 28, 2025, the Company entered into a service agreement (the “Service Agreement”) with Greentree Financial Group, Inc.
(“Greentree”), pursuant to which Greentree agreed to provide professional services regarding compliance with U.S. GAAP and
SEC rules. As consideration for these services, the Company issued 200,000 Ordinary Shares to Greentree. The service fees were considered
fully earned upon the execution of the Service Agreement.
Geographical
Expansion
Subsequent
to the fiscal year ended March 31, 2026, we initiated a strategic expansion into Japan. In May 2026, we incorporated OFA Japan Inc. and
OFA Japan Asset Management Inc. to pursue real estate and entertainment development opportunities, including a proposed regional revitalization
project in Choshi City, Chiba Prefecture. We are currently in the process of establishing a joint venture entity, Miyabi Spectrum Inc.,
to manage the entertainment aspects of this project. While these initiatives are in the early stages of development and remain subject
to definitive agreements, we believe this expansion represents a significant opportunity to diversify our revenue streams and leverage
our design and project management expertise in a new geographic market.
Tokenization
Agreement
On
May 8, 2026, the Company entered into the Vero Agreement with Vero in connection with the Vero Project. Pursuant to the Vero Agreement,
the Company, through its Hearth RWA platform, will provide tokenization infrastructure and related services, including digital token
design, smart contracts, registry infrastructure, and platform integration. The Company is entitled to a $7,500,000 milestone-based technology
fee, and its role is limited to infrastructure services only, with no involvement in issuance, fundraising, or regulated intermediary
activities.
Our
Industry
The
global interior design and architectural services industry faces both opportunities and challenges in the current economic environment.
While technological advancements, particularly in AI and intelligent management systems, are creating new service opportunities, the
industry is experiencing significant headwinds from persistent inflationary pressures and elevated interest rates. These macroeconomic
factors have contributed to revenue declines across the industry as clients delay or scale back construction projects. Rising construction
costs in our key markets have particularly impacted our residential and commercial project pipeline, leading to extended project timelines
and reduced new project commitments. Despite these challenges, the industry remains highly fragmented, characterized by numerous companies
of different sizes competing across market segments and geographic areas, which creates opportunities for firms that can effectively
manage costs while innovating their service offerings through technology adoption and service differentiation.
Market
Size and Growth
●
Interior
Design Services
The
global interior design services market was valued at approximately US$ 45.1 billion in 2022 and is expected to grow to US$ 79.6 billion
by 2030, with a compound annual growth rate (“CAGR”) of 7.4%. The market consists of thousands of firms worldwide, ranging
from individual practitioners to large design firms, creating a highly competitive landscape.
9
Key
drivers include increasing disposable incomes, urbanization, the growth of the real estate sector, and changing consumer preferences.
The rise in demand for personalized and sustainable interior design solutions is also contributing to market expansion.
●
Architectural
Services
The
global architectural services market was valued at US$ 359.9 billion in 2022 and is projected to reach US$ 834.84 billion by 2031, growing
at a CAGR of 9.8%.
This
market is characterized by intense competition among numerous architectural firms of various sizes, from local boutique practices to
international firms. Key drivers include technological advancements, such as the integration of AI and digital tools, sustainability
trends, and increasing investments in infrastructure and urban development.
The
Hong Kong architectural market, where the Company operates as one of many service providers, represents a diverse and competitive environment.
Local architects combine Eastern and Western design influences to address the challenges of limited space, serving local, mainland China
and overseas customers. According to the Cultural and Creative Industries Development Agency of the Government of the Hong Kong Special
Administrative Region (“CCIDA”), architectural and related services contribute nearly 20% of Hong Kong’s creative services
exports, reaching HK$4.3 billion every year.
The
Hong Kong architectural market continues to expand, supported by growth in the construction sector. In the first quarter of 2024, the
total gross value of construction works (“GVCW”) increased by 8.7% year-on-year, amounting to HK$68.7 billion. The private
sector saw an increase of 20.8% in nominal terms, reaching HK$21.8 billion, while the public sector contributed HK$25.5 billion, up by
9.5%. This performance reflects ongoing investments in both sectors, including government infrastructure development and private sector
projects.
Residential
building projects experienced growth of 48.4%, with the GVCW rising to HK$20.1 billion, reflecting demand for housing solutions in Hong
Kong’s dense urban environment. Transport projects saw an increase of 10.4% to HK$11.0 billion, indicating continued infrastructure
development.
The
government’s strategic initiatives in the Innovation and Technology (“I&T”) sector, including the development of
the Science Park, Cyberport, and I&T sites in the Lok Ma Chau Loop, are expected to create additional opportunities in the architectural
sector. Major land creation projects, such as the Northern Metropolis, are progressing with site formation and infrastructure works underway.
According
to CCIDA, key trends in the Hong Kong market include:
●
Sustainability
and Green Building – There is a growing emphasis on sustainability and eco-friendly design solutions in both residential
and commercial projects. Clients are increasingly seeking designs that reduce environmental impact and promote energy efficiency.
This trend is creating opportunities for firms specializing in green building practices.
●
Technological
Advancements -The adoption of advanced technologies such as Building Information Modeling (“BIM”), 3D printing, virtual
reality (“VR”), and augmented reality (“AR”) is transforming the design process. These technologies enhance
visualization, improve accuracy, and streamline project management, offering a competitive edge to firms that integrate them into
their workflows.
●
Urbanization
and Infrastructure Development – Rapid urbanization, particularly in emerging economies, is driving demand for new residential
and commercial buildings. Large-scale infrastructure projects, such as transportation hubs, smart cities, and mixed-use developments,
present significant opportunities for architectural firms.
10
●
Health
and Wellness Design – In the wake of the COVID-19 pandemic, there is increased focus on designing spaces that promote health
and wellness. This includes incorporating features like improved air quality, natural lighting, and materials that enhance hygiene.
The demand for health-conscious designs is expected to continue growing.
●
Personalization
and Customization – Consumers are increasingly looking for personalized and unique interior design solutions that reflect
their individual tastes and lifestyles. This trend is driving demand for bespoke designs and customized furniture and fixtures.
The
architectural and interior design services markets in Hong Kong are served by numerous established firms and independent practitioners,
creating a competitive environment where firms compete based on expertise, service quality, technological capabilities, and pricing.
Our Company operates as one of many market participants, each serving specific market segments and client needs within this broader competitive
landscape.
Our
management believes that interior design and architectural services industry in Hong Kong and globally is poised for significant growth,
driven by sustainability trends, technological advancements, urbanization, and evolving consumer preferences. Companies that can innovate,
adapt to changing market conditions, and offer personalized, eco-friendly design solutions are well-positioned to thrive in this dynamic
and expanding industry.
Market
Opportunities
Our
management believes that the Company is strategically positioned to capitalize on the growing demand for innovative and sustainable architectural
and interior design services and focus on integrating cutting-edge technologies such as AI, alongside its commitment to sustainability,
sets us apart in the competitive landscape.
Residential
Sector
●
Home
Renovations and Upgrades: With a growing trend toward home renovations and upgrades, particularly post-pandemic, the Company has
the opportunity to cater to homeowners looking to improve and personalize their living spaces. This includes designing multifunctional
areas and home offices.
●
Luxury
Market: There is a significant opportunity in the luxury residential market. High-net-worth individuals are increasingly seeking
bespoke designs that reflect their status and personal tastes.
Commercial
Sector
●
Flexible
Workspaces: The shift towards remote and hybrid work models has increased the demand for flexible and adaptable office spaces. The
Company can leverage this trend by offering innovative solutions that enhance productivity and employee well-being.
●
Retail
and Hospitality: As the retail and hospitality sectors recover and evolve post-COVID-19, there is an opportunity to design engaging
and immersive spaces that attract and retain customers. This includes experiential retail spaces and health-conscious hospitality
environments.
Sustainable
Design
●
Green
Building Practices: The increasing emphasis on sustainability presents a significant opportunity for our Company. It can expand our
portfolio of eco-friendly projects, using sustainable materials and energy-efficient designs to meet the growing demand for green
buildings.
●
Health
and Wellness: Designing spaces that promote health and wellness is becoming a priority for many clients. The Company can offer solutions
that improve indoor air quality, utilize natural light, and incorporate wellness features.
11
Technological
Integration
●
AI
and Digital Tools: This technology enhances efficiency, accuracy, and client collaboration, providing a competitive advantage. The
Company believes our integration of AI and digital tools into our design process positions us at the forefront of the industry.
●
VR
and AR: Utilizing VR and AR for project visualization and client presentations can differentiate us from our competitors and improve
client satisfaction.
Regional
Expansion
●
Asia-Pacific:
Rapid urbanization and economic growth in the Asia-Pacific region present substantial opportunities. Countries like China and India,
with their booming real estate markets, are key targets for expansion.
●
Middle
East and Africa: Large-scale construction projects and the growth of the hospitality sector in the Middle East and Africa offer opportunities
for high-profile projects and collaborations.
Public
and Infrastructure Projects
●
Government
Initiatives: Government stimulus packages and infrastructure investments provide opportunities for our Company to participate in
public projects such as transportation hubs, community centers, and educational facilities.
Material
Agreements
PIPE
Purchase Agreement
On
October 29, 2025, the Company entered into the PIPE Purchase Agreement, pursuant to which, and subject to the approval by the Company’s
shareholders of (i) an amendment to its Amended and Restated Memorandum and Articles of Association and (ii) the approval of the issuance
of the Series A Convertible Preferred Shares, the Company will issue and sell up to an aggregate $50,000,000 in stated value of its Preferred Shares. An aggregate of $4,800,000 in stated
value of its Preferred Shares are closed to date. The Preferred Shares are convertible into the Company’s Class A Ordinary Shares,
par value US$0.001 per share, as described below and in the Certificate of Designations for the Series A Preferred Shares (the “Certificate
of Designations”).
The
PIPE Purchase Agreement, as amended, contemplates multiple Closings. At the Initial Closing an aggregate stated value of $1,500,000 of
Preferred Shares were issued upon the satisfaction of certain customary closing conditions in exchange for the aggregate gross proceeds
of $1,350,000, representing original issue discount of 10%. At the Second Closing, subject to satisfying the conditions described in
the PIPE Purchase Agreement, including the Shareholder Approval, an aggregate stated value of $500,000 of Preferred Shares were issued
in exchange for the aggregate gross proceeds of $450,000. At the Third Closing, subject to satisfying the conditions discussed in more
detail in the PIPE Purchase Agreement, including an effective registration statement covering the resale of the Ordinary Shares issuable
upon conversion of the Preferred Shares and as payment for the Preferred Shares dividends an aggregate stated value of $4,000,000 of
Preferred Shares in exchange for the aggregate gross proceeds of $3,600,000. On February 20, 2026 and March 27, 2026 Investors waived
certain closing conditions for a portion of the Third Closing and funded $2,800,000 in stated value. In addition, at the Additional Closings,
pursuant to the PIPE Purchase Agreement, the Company has the right, but not the obligation, subject to satisfying the conditions discussed
below, to issue an aggregate stated value of $44,000,000 of the Preferred Shares in exchange for the aggregate gross proceeds of $39,600,000.
Series
A Convertible Preferred Shares
In
connection with the PIPE Purchase Agreement, and upon the Shareholder Approval, the Company issued and designated 4,800 shares of the
Company’s authorized and unissued undesignated shares as Series A Preferred Shares and shall issue up to an additional 45,200 shares
of the Company’s authorized and unissued undesignated shares as Series A Preferred Shares, and establish the rights, preferences
and privileges of the Series A Preferred Shares pursuant to the Certificate of Designations, as summarized below:
General.
Each share of Series A Preferred Shares will have a stated value of $1,000 per share and, when issued, the Series A Preferred Shares
will be fully paid and non-assessable.
12
Ranking.
The Series A Preferred Shares, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution
and winding up of the Company, ranks senior to all other classes of shares of the Company, unless the Required Holders (as defined in
the Certificate of Designations) consent to the creation of other class of shares in the Company that is senior or equal in rank to the
Series A Preferred Shares.
Dividends.
The holders of Series A Preferred Shares will be entitled to a 12% per annum dividends. The dividends will be payable to each record
holder of the Series A Preferred Shares in cash or in shares of Class A Ordinary Shares or any combination thereof. The Company may,
at its option, under certain circumstances, capitalize the dividend by increasing the stated value of the Series A Preferred Shares or
elect a combination of the capitalized dividend and a payment in dividend shares. If a Triggering Event (defined below) is continuing,
the dividend rate increases to the default rate specified in the Certificate of Designations until cured. If equity conditions are not
satisfied for payment in shares on a given dividend date (and the applicable holder does not waive), dividends are capitalized (or paid
in cash if expressly provided).
Purchase
Rights. If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase shares,
warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Class A Ordinary Shares
(the “Purchase Rights”), then each holder of Series A Preferred Shares will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares
of Class A Ordinary Shares acquirable upon complete conversion of all the Series A Preferred Shares held by such holder immediately prior
to the date as of which the record holders of shares of Class A Ordinary Shares, subject to certain limitations on beneficial ownership.
Conversion
Rights. Each holder of Series A Preferred Shares may convert all, or any part, of the Stated Value (which is equal to $1,000
per share of Series A Preferred Shares) of the outstanding Series A Preferred Shares, at any time at such holder’s option, into
shares of the Class A Ordinary Shares (which converted Ordinary Shares are referred to as “Conversion Shares” herein) at
the 110% of “Conversion Price,” which equals the lesser of (i) the Fixed Conversion Price of $1.00 and (ii) the Variable
Conversion Price, 90% of the lowest volume weighted average price of the Class A Ordinary Shares (“VWAP”) during the applicable
measuring period (as defined in the Certificate of Designations), each of which is subject to the “Floor Price” which is
initially set at $0.20. The Conversion Price and the Floor price shall be subject to proportional adjustment upon the occurrence of any
stock split, stock dividend, stock combination and/or similar transactions, as well as under the circumstances described below. The amounts
to be converted include unpaid dividends and other charges for the Series A Preferred Shares.
If
on any seven month anniversary after the date the Series A Preferred Shares are issued (the “Initial Issuance Date”) (each,
a “Reset Date”), the Floor Price then in effect is greater than the closing price of the Class A Ordinary Shares as of such
applicable Reset Date (each, a “Reset Price”), immediately after the close of trading on such applicable Reset Date the Floor
Price shall automatically lower to the Reset Price. The Certificate of Designations contains full “price-based” anti-dilution
if the Company issues Class A Ordinary Shares (or certain dilutive securities) below the then-applicable Conversion Price (other than
Excluded Securities), the Conversion Price is adjusted down to the new issuance price, in each case subject to the Floor Price and other
conditions.
Voluntary
Adjustment Right. Subject to the rules and regulations of the Nasdaq, the Company has the right, at any time, with the written
consent of the Required Holders, to lower the fixed conversion price to any amount and for any period of time deemed appropriate by the
board of directors of the Company (the “Board”).
Beneficial
Ownership Limitation; Exchange Cap; Shareholder Approval. With the exception of the Affiliate Buyer, which is expressly
excluded, conversions are subject to a 4.99% beneficial ownership blocker, which is adjustable up to 9.99% on 61 days’ notice from
certain selling shareholder. In addition, until the Company obtains shareholder approval under applicable exchange rules, the Company
may not issue, in the aggregate, more than the number of Class A Ordinary Shares permitted under such rules (the “Exchange Cap”),
and not more than 20% of the pre-transaction outstanding Class A Ordinary Shares may be issued upon conversion and as dividends prior
to such shareholder approval. The Company is obligated to use best efforts to obtain shareholder approval and to increase authorized
shares to avoid any “Authorized Share Failure.”
13
Triggering
Events. The Certificate of Designations contains triggering events (each, a “Triggering Event” including certain
Bankruptcy Triggering Event (as defined therein)), including but not limited to: (i) failure of a registration statement for the shares
of Class A Ordinary Shares underlying to be maintained effective; (ii) the suspension from trading or the failure to list the Class A
Ordinary Shares within certain time periods; (iii) failure to declare or pay any dividend when due; (iv) the occurrence of any default
under, redemption of or acceleration prior to maturity above agreed thresholds, (v) the Company’s failure to cure a conversion
failure of failure to deliver shares of the Class A Ordinary Shares upon conversion, or notice of the Company’s intention not to
comply with a request for conversion of any Series A Preferred Shares, and (vi) bankruptcy or insolvency of the Company.
From
and after the occurrence and during the continuance of any Triggering Event, the Dividend Rate in effect shall automatically be increased
to the Default Rate of (i) 15% per annum.
Triggering
Event Redemption Right. Upon the occurrence and continuance of and Triggering Event, and following the expiration of any applicable
cure period, a Holder has the right, exercisable at its option by written notice to the Company to redeem all or any portion of such
Holder’s outstanding stated value of the Preferred Shares for cash. Upon notice, the Company shall immediately redeem in cash all
amounts due under the Series A Preferred Shares at a redemption price equal to 110% of the Conversion Amount (as defined in the Certificate
of Designations).
Company
Optional Redemption. At any time the Company shall have the right to redeem in cash all, but not less than all, the shares of
Series A Preferred Shares then outstanding at a price equal to the greater of (i) the Conversion Amount being redeemed, and (ii) the
product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed, multiplied by (2) the equity value of the Class
A Ordinary Shares underlying the Series A Preferred Shares. The equity value of the Class A Ordinary Shares underlying the Series A Preferred
Shares is calculated using the greatest closing sale price of the Class A Ordinary Shares on any trading day immediately preceding the
date the Company notifies the holders of the Company’s election to redeem and the date the Company makes the entire payment required.
Fundamental
Transactions. The Certificate of Designations prohibit the Company from entering specified fundamental transactions (including,
without limitation, mergers, business combinations and similar transactions) unless (i) the Company (or the Company’s successor)
assumes in writing all of the Company’s obligations under the Certificate of Designations and the other Transaction Documents (as
defined in the Certificate of Designations) and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation
whose common stock is quoted on or listed for trading on an Eligible Market. Conversely, the Company may exercise its Fundamental Transaction
Redemption right and pays the applicable redemption price at or about closing. Upon such transactions, holders will thereafter be entitled
to receive the securities or other property receivable had they converted immediately prior to the event, subject to the Certificate
of Designations’ limitations.
Voting
Rights. The holders of the Series A Preferred Shares shall have no voting power and no right to vote on any matter at any time,
either as a separate series or class or together with any other series or class of share, and shall not be entitled to call a meeting
of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Class A Ordinary Shares, except
as provided in the Certificate of Designations (or as otherwise required by applicable law).
Covenants.
The Certificate of Designations contains a variety of obligations on the Company’s part not to engage in specified activities.
In particular, the Company will not, and will cause the Company’s subsidiaries to not, redeem, repurchase or declare any dividend
or distribution on any of the Company’s capital stock (other than as required under the Certificate of Designations) and will not,
subject to certain exceptions, incur any indebtedness, other than ordinary course trade payables and factoring of accounts receivable
not exceeding certain amounts or, subject to certain exceptions, incur any liens. In addition, the Company will not issue any preferred
shares or issue any other securities that would cause a breach or default under the Certificate of Designations.
14
Reservation
Requirements. So long as any Series A Preferred Shares remains outstanding, the Company shall at all times reserve (i) 100% of
the number of shares of Class A Ordinary Shares to convert the then outstanding Preferred Shares at the effective Floor Price, plus (ii)
100% of the Class A Ordinary Shares that would be issuable as Dividend Shares for 12 months of dividends, allocated pro rata amount holders
and reallocated upon transfers or conversions.
This
description of the Preferred Shares does not purport to be complete and is qualified in its entirety by reference to the complete text
of the form of the Certificate of Designations, attached as Exhibit 10.7 of this registration statement.
Related
Party Transaction - Affiliate Buyer Participation
The
PIPE Purchase Agreement includes participation by an affiliated investor (the “Affiliate Buyer”), making the financing a
related party transaction under Nasdaq Listing Rule 5630, Form 20-F Item 7.B, and, by analogy, Regulation S-K Item 404(a). The Affiliate
Buyer is under common control with certain Company insiders, including Li Hsien “Larry” Wong, Wai Wong “Keith”
Chong, and R-Opus Inc., whose beneficial owner is Weiyi Yu.
The
Affiliate Buyer invested on the same terms and conditions as the unaffiliated investor, without any preferential pricing, rights, or
covenants, and the transaction was negotiated on an arm’s-length basis.
On
October 29, 2025, the Audit Committee, composed entirely of independent directors, reviewed and approved the transaction in accordance
with Nasdaq Rule 5630 and the Company’s Audit Committee Charter. In reaching its determination, the Committee considered: (i) the
full transaction terms, (ii) the identity and relationships of the affiliated participants, (iii) the parallel investment by a non-affiliate
on identical terms, and (iv) the Company’s obligations under Nasdaq Rules 5630 and 5635 and Cayman Island law.
The
Committee concluded that the transaction was fair, reasonable, and in the best interests of the Company and its shareholders, that it
was negotiated on arm’s-length terms, and that all conflicts were properly disclosed and managed. All interested directors recused
themselves from deliberations and voting.
The
Company believes the Audit Committee’s approval and the disclosure herein satisfy applicable related-party requirements under Nasdaq
rules, Form 20-F, and U.S. securities-law standards, and that the Affiliate Buyer’s participation does not adversely affect unaffiliated
shareholders.
Registration
Rights
On
October 29, 2025, the parties entered into a registration rights agreement (the “Registration Rights Agreement”), which grants
Greentree and TriCore certain customary registration rights in connection with the investment with respect to the shares of Class A Ordinary Shares issuance upon conversion of the Preferred Shares and upon payment of the associated dividends. Subsequent to the execution of
the Registration Rights Agreement, a transferee of certain Preferred Shares entered into a joinder to the Registration Rights Agreement
with the Company pursuant to which such transferee agreed to become a party to, and be bound by, the terms and conditions of the Registration
Rights Agreement as a “Buyer” thereunder with respect to the Preferred Shares acquired from an existing Buyer.
In
accordance with the terms and conditions of the Registration Rights Agreement, the Company prepared and filed with the SEC a registration
statement(the “Registration Statement”) registering the resale of initially 35,000,000 Class A Ordinary Shares underlying
the Preferred Shares within thirty (30) days after the Initial Closing Date (the “Filing Deadline”) and to have such registration
statement effective by the later of (i) one hundred and twenty (120) days after the filing of the Registration Statement.
This
description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the
complete text of the form of the Registration Rights Agreement, attached as Exhibit 10.8 of this registration statement.
15
Atsion
Purchase Agreement
On
July 14, 2025, we entered into the Atsion Purchase Agreement with Atsion pursuant to which we have the right, but not the obligation,
to sell up to $100,000,000 (which may be increased to $200,000,000 upon mutual agreement by us and Atsion) of our Class A Ordinary Shares,
to Atsion, subject to the terms and conditions set forth therein (the “Equity Facility”). In furtherance of the Equity Facility,
we and Atsion also entered into a related registration rights agreement (the “RRA”) pursuant to which we have agreed to register
for resale on a registration statement on Form S-1 the Class A Ordinary Shares issuable to Atsion pursuant to the Equity Facility.
We
may begin selling Class A Ordinary Shares to Atsion under the Equity Facility beginning on the effective date of the registration statement
of which this prospectus is a part and may continue to sell such Class A Ordinary Shares until the 36 month anniversary of the effectiveness
of this registration statement. If we elect to sell Class A Ordinary Shares to Atsion under the Equity Facility, we may require Atsion
to purchase, on any given trading day, a maximum of $100,000 of Class A Ordinary Shares, subject to increases up to $250,000 and $500,000
of Class A Ordinary Shares, subject to certain stock price and volume requirements as described in the Atsion Purchase Agreement (each
such purchase, a “Regular Purchase”). If we sell the maximum number of shares permitted in a Regular Purchase on a trading
day, we may sell additional shares to Atsion subject to certain additional stock price and volume considerations.
The
purchase price that Atsion is required to pay per ordinary share is equal to the lower of: (i) 95% of the arithmetic average of the last
traded price of a round-lot trade of the Class A Ordinary Shares recorded at regular 30 minute intervals during regular trading hours
on a Purchase Date (as such term is defined in the Atsion Purchase Agreement) of the Class A Ordinary Shares on the Purchase Date from
the time of purchase submission to and including market closing on such date, or (ii) 96% of the lowest single day volume weighted average
price for the four consecutive business days ending on the purchase date. Notwithstanding the foregoing, under no circumstances is the
Company permitted to deliver a purchase notice to Atsion if the Class A Ordinary Shares are trading below $1 per share.
We
have agreed to use 80% of the net proceeds from the Equity Facility toward the purchase of cryptocurrency assets in connection with our
cryptocurrency treasury strategy. Pursuant to the Atsion Purchase Agreement, up to $100,000,000 (which may be increased to $200,000,000
upon mutual agreement) of committed equity financing is available to us, with 80% of net proceeds contractually designated for cryptocurrency
purchases. Our initial focus will be on Bitcoin (BTC) and Solana (SOL). As of the date of this prospectus, we have not completed any
cryptocurrency purchases.
In
consideration for entering into the Atsion Purchase Agreement, we have agreed to issue Atsion 250,000 Class A Ordinary Shares (the “Commitment
Shares”). If the aggregate value of the Commitment Shares, as determined pursuant to the Atsion Purchase Agreement, is less than
$1,000,000, then we have agreed to pay Atsion the difference in cash. We have also agreed to reimburse Atsion for certain expenses.
Concurrently
with the Atsion Purchase Agreement, we and Atsion entered into the RRA pursuant to which we have agreed to file a resale registration
statement within 30 days following the execution of the Atsion Purchase Agreement and agreed to have the resale registration statement
declared effective within 45 days of execution of the Atsion Purchase Agreement, subject to an extension if the Securities and Exchange
Commission determines to review the resale registration statement.
In
connection with the Equity Facility, the Company engaged R.F. Lafferty & Co., Inc. and IB Capital LLC, an affiliate of I-Bankers
Securities Inc. (collectively, the “Agents”), to act as placement agents. The Company has agreed to pay the Agents an upfront
fee of $500,000 in cash or in Class A Ordinary Shares at the Company’s discretion and has also agreed to pay the Agents a fee of
1.25% of the gross proceeds of sales pursuant to the Equity Facility.
In
connection with the implementation of our cryptocurrency treasury strategy, the Company has entered into a memorandum of understanding
with Bitwise Asset Management to act as a non-discretionary strategic advisor. Bitwise was selected following our evaluation of institutional
expertise, regulatory standing, and alignment with the Company’s blockchain objectives. Bitwise does not exercise investment authority
over the Company assets. Instead, it provides guidance on market conditions, treasury management best practices, and implementation protocols.
Advisory fees are payable quarterly in cash.
16
To
our knowledge, Bitwise Asset Management is not affiliated with Atsion. The engagement ensures that advisory input remains independent
from financing arrangements.
Our
Competitive Strengths
The
Company believes the following competitive strengths have contributed to, and will continue to drive, its growth:
AI
Integration and Technology Innovation
The
Company develops and utilizes proprietary artificial intelligence (“AI”) and technology solutions to support its architectural
design, project planning, and Building Information Modeling (“BIM”) operations. The Company’s technology strategy is intended
to improve workflow efficiency, automate certain design processes, enhance project coordination, and support future software commercialization
opportunities.
The
Company has developed its proprietary software platform, QikBIM™, which is designed to support various aspects of the architectural
design and planning process.
QikBIM™
is an AI-powered Building Information Modeling (“BIM”) platform designed to automate portions of the architectural and engineering
design workflow, including the generation of coordinated architectural drawings, structural plans, BIM models, and related project documentation.
The platform is intended to improve design efficiency, reduce manual production efforts, and enhance consistency throughout the design
process.
PlanAID™
is an an AI-powered building code compliance verification tool co-developed with the Contractor that automatically analyzes architectural
drawings against local building codes. It is under active development with a target commercial launch in the third quarter of 2026, and
has not yet been commercially launched.
The
Company’s technology initiatives include:
●
Proprietary
Software Platforms. The Company develops and utilizes its internally developed software platforms, including QikBIM™, to automate
and optimize architectural design, planning, and BIM-related workflows. The Company believes these technologies may improve project
efficiency and support future software licensing and subscription-based revenue opportunities
●
Technology-Enabled
Professional Services. The Company incorporates AI-assisted design tools, BIM technologies, and digital workflow automation into
its architectural and development services to improve project coordination, visualization, documentation, and collaboration.
●
Digital
Design Technologies. The Company utilizes Building Information Modeling (BIM), artificial intelligence (AI), virtual reality (VR),
augmented reality (AR), and other digital technologies to support project visualization, project management, collaboration, and decision-making
throughout the design and development process.
The
Company intends to continue investing in the development of its proprietary technology platforms and expanding the capabilities of QikBIM™.
These investments are intended to support the Company’s long-term strategy of integrating advanced technologies into its architectural,
engineering, and real estate development operations and may provide opportunities for future software licensing and subscription-based
revenue. There can be no assurance that these initiatives will achieve their intended commercial or operational objectives.
Diverse
and Comprehensive Services
The
Company offers a full spectrum of services from architectural design to interior design, construction documentation, and project management.
This allows the Company to provide end-to-end solutions for our clients, enhancing our value proposition.
●
Comprehensive
Services: the Company provides a wide range of architectural and interior design services for both residential and commercial projects,
ensuring it can meet diverse client needs.
●
Customized
Solutions: the Company delivers personalized and bespoke design solutions caters to clients seeking unique and tailored experiences.
17
Experienced
Leadership Team
The
Company’s founders and key team members bring decades of experience in architecture, project management, and technology. This blend
of expertise allows it to tackle complex projects and drive innovation effectively. Each member brings unique skills and a proven track
record in their respective fields:
●
Experienced
Architect: With over 20 years in the industry, our Building Design Director, Larry Wong, has completed hundreds of architectural
projects, including innovative and sustainable solutions that set new standards in modern architecture. Mr. Wong also founded a successful
architectural firm, demonstrating leadership and a commitment to excellence.
●
Project
Management Expert: Our Project Architect and Director, Keith Chong, as over two decades of experience in guiding projects from
concept to completion. With a focus on meticulous tender documentation and robust construction oversight, this expert ensures that
every project not only meets but exceeds expectations.
●
Innovative
Interior Designer: Our Interior Designer, Meira Ho, is renowned for exceptional communication skills and the ability to deliver
modern, client-focused design solutions. Their innovative approach ensures that each project is tailored to meet contemporary demands.
●
Renowned
Structural Engineer: Our Structural and Civil Engineer, Ernest Wong, is highly respected for solving complex structural challenges
and delivering high-quality solutions in both private and public sectors. Their extensive experience and successful project track
record underscore their unparalleled expertise in the industry.
●
Continuous
Development: the Company invests in the ongoing training and professional development of its team, ensuring they stay ahead of
industry trends and technological advancements.
Strong
Market Positioning
The
Company has established its principal operational presence in the United States, with headquarters located in Los Angeles, California.
The Company’s strategic focus is centered on serving the U.S. architecture, engineering, construction, real estate development,
and technology markets, which it believes present significant opportunities for growth and adoption of AI-driven solutions.
In
addition to its U.S. operations, the Company maintains business activities and market presence in Hong Kong and Japan through its subsidiaries,
strategic partnerships, and project development initiatives. These international operations provide the Company with access to additional
business opportunities, industry relationships, and market insights while supporting its long-term growth strategy.
The
Company combines its experience in architectural design, real estate development, and technology innovation with its understanding of
local building standards, regulatory requirements, and market practices across multiple jurisdictions. Through its operations and proprietary
technology platforms, including QikBIM™, the Company seeks to strengthen its competitive position while primarily
focusing its resources and growth initiatives on the U.S. market.
The
Company believes its U.S.-based headquarters, international presence, industry expertise, and technology-focused business model position
it to capitalize on opportunities within the architecture, engineering, real estate development, and AI software sectors.
18
Strong
Relationships and High Client Satisfaction
The
Company builds and maintains strong relationships with its clients through transparent communication, collaboration, and a deep understanding
of their needs and preferences. Approximately 90% of our clients are either referral or return customers, and proportionally, 90% of
our revenue is generated from referral or return customers. For example, the Company has had over five contracts with Yuen Long Primary
School due to our excellent service, and they have consistently requested our quotations and awarded us contracts. In addition, our successful
renovation projects at Corporation Park Office and Delta House Office led the same satisfied client to entrust us with the design and
renovation of their prestigious 8,000 sq. ft. A-grade headquarters. This illustrates our ability to build lasting relationships and secure
significant, ongoing projects. Currently, the Company has over 100 returning customers, with cumulative revenue of approximately $8 million
since our incorporation to March 31, 2026, underscoring the strength and reliability of our client relationships.
Sustainable
and Nature-Integrated Design
The
Company focuses on sustainable and nature-integrated design that aligns with growing market demands and regulatory trends, seeking to
position itself as a leader in eco-friendly architecture. A prime example is its Tin Hau Temple project, which utilizes 100% natural
lighting and ventilation. Given the long operational hours of this public facility, eco-friendly design elements were paramount. By prioritizing
sustainability, the Company designed the project to ensure that the building operates efficiently while minimizing its environmental
footprint. This project exemplifies the Company’s commitment to creating innovative and environmentally responsible designs that
meet the highest standards of eco-friendly architecture.
Responsive
to Market Changes
The
Company demonstrates a strong ability to adapt to market trends and economic shifts, seeking to ensure that the Company remains relevant
and competitive. For instance, in response to the increased demand for home office designs and recognizing the surge in remote work,
the Company swiftly expanded its portfolio to include versatile home office solutions. This included designing modular workspaces that
can be easily integrated into existing homes, catering to the growing need for dedicated home offices. The Company also pioneered the
development of multi-functional office spaces that can be reconfigured based on changing needs. By incorporating flexible partitions,
adjustable furniture, and advanced technology infrastructure, its designs support both collaborative environments and individual work
areas, meeting the evolving demands of modern workplaces.
Proactive
Problem Solving
The
Company’s proactive approach to problem-solving enables it to effectively address challenges such as supply chain disruptions,
project delays, and evolving client expectations. During the global supply chain crisis in 2019, the Company established strategic partnerships
with multiple suppliers to diversify its sourcing options, minimizing delays and ensuring a steady flow of materials. Additionally, the
Company invested in advanced inventory management systems that allowed it to anticipate shortages and adjust procurement plans in real-time.
To further mitigate project delays, the Company implemented a robust project management framework that includes detailed risk assessments
and contingency planning, including cross-training programs for its workforce to ensure that critical tasks can be completed by multiple
team members. More recently, the Company has continued to strengthen its proactive capabilities by leveraging AI-powered tools, including
QikBIM. QikBIM, developed through a formal co-development agreement executed in May 2025, is an AI-integrated Building Information
Modeling platform that streamlines design workflows, enhances collaboration, and enables the Company to identify and resolve potential
construction and design conflicts before they arise. The system continues to improve and has been adopted by over 100 clients as of the
date of this report. These technological investments reflect the Company’s commitment to anticipating challenges and delivering
consistent, high-quality results to its clients.
The
management believes that the Company’s competitive strengths, including its AI integration and innovation, diverse and comprehensive
services, experienced leadership team, strong market positioning, sustainable and nature-integrated design, responsiveness to market
changes, and proactive problem solving position it well for continued growth and success in the dynamic architectural and interior design
industry.
19
Our
Strategies
The
Company intends to grow its business by implementing the following key strategies:
Accelerate
AI Platform Development and Deployment
●
The
Company has developed its own proprietary AI tools for architectural design and project management, including QikBIM, which has been
commercially launched and continues to be developed in phases, and PlanAid, which remains under ongoing development. PlanAid is an
AI-powered building code compliance verification tool co-developed with the Contractor that automatically analyzes architectural
drawings against local building codes. It is under active development with a target commercial launch in the third quarter of 2026,
and has not yet been commercially launched. QikBIM is an automated building code compliance review system designed for
architectural design and the automated generation of structural and MEP (mechanical, electrical, and plumbing) construction
drawings. While the Company believes these technological initiatives could potentially streamline the architectural review process
and enhance its service offerings, certain of these development projects remain in early stages and there can be no assurance that
they will be successfully developed or implemented as planned.
●
Currently,
the Company leverages several third-party AI and technological tools to enhance its design and project management capabilities, including
Adobe 3D Studio Max for AI mapping, and Open Art for design generation. These tools provide enhanced capabilities for our design
processes and client services. The Company is exploring potential partnerships to expand the application of these and similar tools
in the Asian market, which could enhance its service capabilities and allow us to offer additional solutions to its client base.
In
addition, the Company aims to forge strategic partnerships with technology firms to stay at the forefront of digital transformation in
the architectural and interior design industry, including, among others, BOOM Interactive Inc, and Autodesk.
Expand
Market Reach in Asia and US
The
Company plans to expand its presence in high-growth regions, such as greater Asia-Pacific area and the United States, to tap into new
markets and opportunities. The Company is strategically expanding its footprint globally, with operations based in Hong Kong and plans
to extend its services into the United States and broader Asia markets. The Company’s commitment to excellence in design and architecture
drives our international growth, allowing it to deliver innovative and sustainable architectural solutions across diverse regions.
Expansion
into the United States. The Company currently rents an office space in Rolling Hills, California, which serves as its North American
headquarters and principal executive office. This facility houses the Company’s core U.S. leadership team, including the Chief
Executive Officer, Chief Operations Officer, and other key executive personnel. The office functions as the Company’s primary center
for strategic decision-making, corporate governance, and operational oversight in the Americas region and Company’s expansion plan.
The facility also includes dedicated spaces for research and development and collaborative workspaces for cross-functional teams. The
Company intends to establish a U.S.-based subsidiary to further solidify its presence in the American market. This subsidiary will serve
as a central hub for expanding the Company’s services and capabilities, allowing for more direct engagement with U.S. clients and
partners. As part of its growth strategy, the Company plans to actively seek out partnerships with local firms and industry leaders in
the Los Angeles area. These collaborations will enable the Company to enhance its service offerings, particularly in AI-driven architectural
solutions, and to tap into new business opportunities in one of the world’s most innovative and design-forward regions.
While
the Company’s primary market focus is the United States, the Company also continues to expand its business activities in Hong Kong
and Japan. The Company believes these markets provide attractive opportunities for architectural services, real estate development,
and technology-driven solutions, supported by ongoing urban development, infrastructure investment, and demand for innovative design
and construction technologies. The Company’s strategy involves establishing and strengthening relationships with local partners,
developers, and government stakeholders while maintaining an understanding of the regulatory and business environments in each market.
This approach enables the Company to tailor its services and development initiatives to meet the specific needs of clients in the United
States, Hong Kong, and Japan.
20
In
addition, the Company is pursuing opportunities in the senior housing and assisted living sector. The Company is 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 believes this initiative leverages its expertise in architecture, planning, and
real estate development and may provide opportunities to participate in a resilient and growing segment of the real estate market.
Sector
Diversification
In
addition to geographic expansion, the Company plans to diversify its client base by targeting different sectors, including healthcare
and hospitality, to reduce dependency on any single market segment. Currently, the Company primarily operates in the residential, commercial,
and institutional sectors. By broadening our focus to include healthcare and hospitality, the Company aims to tap into new opportunities
and create a more balanced and resilient portfolio. This strategic diversification will not only mitigate risks associated with market
fluctuations but also position the Company to capitalize on the growing demand for specialized design solutions across various industries.
Diversify
Service Portfolio
The
Company intends to continue broadening its range of services, including the development of an AI-based building code-checking tool. This
will not only serve architects but also benefit public service departments, opening up new market segments. The Company also strives
to increase its market share by delivering superior design solutions and leveraging our competitive strengths to differentiate ourselves
from competitors.
Focus
on Sustainable and Smart Design Solutions
The
Company is currently integrating sustainable smart design solutions, such as AI-driven energy management systems and automated lighting
and climate control, into its business strategy, with ongoing projects that utilize renewable materials and advanced technologies to
create efficient, eco-friendly buildings that minimize environmental impact and enhance occupant comfort. The Company will continue to
prioritize and innovate in sustainable and smart design, positioning itself as a leader in this growing market segment by incorporating
more eco-friendly practices and smart technologies into its designs. The Company plans to obtain and promote industry-recognized sustainable
certifications (e.g., LEED, BREEAM) to demonstrate its commitment to green building standards.
Cryptocurrency
Treasury Strategy
The
Company is establishing a digital asset treasury as part of the Company’s broader strategy to incorporate crypto assets onto its
balance sheet. This marks the beginning of the Company’s comprehensive approach to diversifying its treasury holdings and positioning
the Company to leverage digital assets for enhanced financial flexibility.
Commencing
in July 2025, the Company began accepting cryptocurrency payments for its traditional architectural services and AI-driven architectural
tools. The Company currently accepts Bitcoin (BTC) and Solana (SOL) for these services. All cryptocurrencies received from clients will
be held with Kraken crypto currency exchange, owned and operated by Payward, Inc., a qualified
third-party custodian, which provides institutional-grade security measures, including cold storage, multi-signature arrangements, and
segregated account structures consistent with industry practices.
Cryptocurrencies
received from operating activities are maintained separately from the Company’s cryptocurrency treasury strategy. In the ordinary
course, such receipts are converted into fiat currency for working-capital purposes. Any portion of these assets designated for long-term
investment is transferred into dedicated treasury accounts in accordance with Company policy.
21
In
August 2025, the Company launched its digital asset strategy, which includes the establishment of a digital asset treasury. As part of
this initiative, the Company holds / intends to hold certain digital assets as a component of its treasury management, and intends to
develop policies governing the acquisition, custody, and risk management of such assets. The Company’s digital asset treasury is
intended to complement its broader real-world-asset digitization efforts and to support financing initiatives tied to senior housing
projects and other operations of the Company.
A
central element of this strategy is the development and tokenization of real-world assets (“RWAs”). The Company’s RWA
initiatives are conducted through Hearth Labs, Inc., a wholly owned subsidiary of OFA Group that serves as the Company’s dedicated
RWA launchpad and digital-asset infrastructure entity. The Hearth platform was developed in collaboration with Blockchain App Factory,
the Company’s external blockchain development vendor, and was completed on March 31, 2026, as confirmed by a formal Completion
Certificate. The platform is designed to manage the full tokenization lifecycle, including asset onboarding, smart-contract deployment,
token issuance, and milestone-based delivery of project plan deliverables, and is intended to function as a launchpad for primary issuance
of RWA tokens as well as the foundation for future secondary-market distribution.
Through
the Hearth platform, the Company intends to tokenize a range of real-world assets relevant to its operations, including real property
interests, mixed-use and commercial real estate development projects, rental income streams, and property- and rent-related cash flows,
as well as other asset categories the Company may identify. The Company plans for the resulting RWA tokens to be made available for sale
to the public through a broader real-world-asset distribution and financing model. The development, distribution, and secondary trading
of RWA tokens may be subject to evolving regulatory requirements, including those relating to broker-dealer registration and the operation
of alternative trading systems, and the Company continues to evaluate the applicable regulatory framework as the platform develops.
To
date, the Company has entered into two commercial tokenization engagements. On March 31, 2026, the Company entered into a
Tokenization Agreement with MD Queens Development LLC for the tokenization of a real estate development project in Long Island City,
New York (the “LIC Project”), representing the Company’s first commercial RWA engagement. Pursuant to agreement,
the Company is entitled to receive an aggregate Platform Technology Fee of $15,000,000, payable upon achievement of specified
milestones. The first milestone (Platform Setup and Smart Contract Deployment) was reached on May 15, 2026, and the
corresponding Project Plan Deliverable Framework has been accepted by the client. No revenue was recognized upon execution of the
Tokenization Agreement with MD Queens Development LLC on March 31, 2026. Although the agreement became effective and a portion of
the $15,000,000 Platform Technology Fee became contractually payable and non-refundable on that date, execution of the contract
itself does not constitute satisfaction of a performance obligation. The Company subsequently on May 8, 2026 entered into a
Tokenization Agreement with Vero 60 LLC and Vero Beach Land Development LLC for the tokenization of a mixed-use real estate
development project in Vero Beach, Florida (the “Vero Beach Project”), pursuant to which the Company is entitled to
receive an aggregate Platform Technology Fee of $7,500,000, payable upon achievement of specified milestones.
During
early-stage operations, RWA tokens are used for internal testing and are not held by third-party custodians. As the Company’s tokenization
program scales up and public distribution begins, the Company expects to engage qualified custodians to provide custody of RWA tokens,
and to implement institutional-grade custody, security, and key-management arrangements appropriate to the nature and value of the assets
held. The Company’s ability to offer RWA tokens to the public, and the timing of any such offering, will depend on a number of
factors, including the availability of qualified custodial solutions, the development of secondary-market infrastructure, and compliance
with applicable laws and regulations.
The
Company anticipates that, where mortgage-related RWAs are issued, the yield associated with such RWAs would be derived from proceeds
generated by the underlying mortgage asset, and similarly, RWAs tied to other real-world assets (such as properties or rental income
streams) would derive economic value from those respective underlying assets. The purpose of the RWA framework is to create a secure
digital record of multiple categories of real-world assets that may improve transparency, operational efficiency, and compliance monitoring.
The Company may also utilize stablecoins, such as USDC, for the settlement of RWA-related payments. Following the successful completion
of the Hearth platform and execution of the Vero 60 Tokenization Agreement, the Company has commenced its first commercial RWA program
and intends to expand gradually as it gains further regulatory, operational, and technological experience across additional real estate
asset classes.
22
We
have adopted policies governing:
● overall allocation
ranges for digital asset holdings, including a BTC allocation range of approximately 70% to 90% of digital asset holdings and a SOL allocation
range of approximately 10% to 30%;
● target distribution
percentages consistent with these ranges, subject to periodic review by our treasury committee to be formed; and
● minimum liquidity
thresholds designed to ensure adequate working-capital availability and prudent treasury practices.
In
addition to our allocation policies, the Company has adopted arrangements governing how cash is exchanged for BTC, SOL, and any future
digital assets. All purchases are executed through regulated exchanges or qualified over-the-counter counterparties that have been vetted
for compliance, liquidity, and operational reliability, and all such execution will be subject to the oversight of our third-party asset
manager. Digital assets acquired are transferred directly into segregated accounts maintained with institutional-grade custodians utilizing
cold storage, multi-signature security, and insurance coverage.
Each
purchase will require approval under treasury committee guidelines the Company plans to adopt and confirmation that the acquisition is
within approved allocation and liquidity parameters. Transactions are executed at prevailing market prices subject to internal price-band
limits designed to avoid excessive slippage. All transactions are contemporaneously recorded in the Company’s general ledger and
reconciled against exchange and custodian statements.
Liquidity
and Capital Preservation Framework
Specifically,
the Company maintains a structured liquidity plan that includes:
● minimum liquidity
reserves equal to at least 10-15% of unrestricted cash, which must remain in U.S. dollars or cash-equivalents and may not be deployed
into digital assets;
● a rebalancing protocol
that requires the Company to realign BTC and SOL holdings back to approved allocation ranges if either position deviates by more than
10 percentage points from its target band;
● maximum concentration
limits, including caps on aggregate exposure to any single counterparty, venue, or instrument;
● mandatory stop-loss
governance, requiring treasury-committee review if either asset declines beyond predefined drawdown thresholds; and
● limitations prohibiting
leverage, margin trading, short positions, or the use of derivatives that materially increase counterparty risk.
Covered-Call
Option Program
To
enhance liquidity and generate incremental income, the Company may implement a covered-call option program on a portion of its BTC and
SOL holdings. Under this program:
● the Company may
write (sell) call options only against fully-owned BTC or SOL already held in cold storage accounts;
● the Company will
not engage in naked options, leverage, or any derivatives that could require the posting of margin or result in obligations exceeding
the underlying asset;
● premiums received
from covered-call transactions will be retained in USD to support short-term liquidity and working-capital needs;
23
● all option-writing
activity will occur through regulated venues or counterparties vetted for creditworthiness and operational reliability; and
● the Company will
cap the portion of its digital assets eligible for covered-call writing at no more than 25% of total digital asset holdings, ensuring
that the majority of assets remain unencumbered.
This
optional covered-call program is designed to generate incremental yield, buffer volatility, and strengthen USD liquidity reserves without
increasing directional exposure or introducing material counterparty or leverage risk.
These
arrangements are intended to ensure disciplined execution of the Company’s cryptocurrency treasury strategy, mitigate operational
and market risks, and provide transparency to auditors, regulators, and investors.
In
addition, while our initial strategy focuses on BTC and SOL, the Company may, in its discretion, consider other digital assets. Any such
inclusion would follow evaluation criteria that include regulatory compliance, technological viability, market liquidity, risk profile,
and strategic alignment with our business.
In
connection with the implementation of our cryptocurrency treasury strategy, the Company has entered into a memorandum of understanding
with Bitwise Asset Management to act as a non-discretionary strategic advisor. Bitwise was selected following our evaluation of institutional
expertise, regulatory standing, and alignment with the Company’s blockchain objectives. Bitwise does not exercise investment authority
over the Company assets. Instead, it provides guidance on market conditions, treasury management best practices, and implementation protocols.
Advisory fees are payable quarterly in cash.
To
our knowledge, Bitwise Asset Management is not affiliated with Atsion. The engagement ensures that advisory input remains independent
from financing arrangements.
Competition
The
architectural and interior design industry is highly competitive, characterized by a mix of large international firms, established local
practices, and innovative startups. Competition is based on factors such as design quality, technological innovation, project management
capabilities, sustainability expertise, and pricing. Our competitors may have stronger financial foundations, more established brand
recognition, and/or longer standing relationships with their clients. Management believes the Company’s major competitors are as
follows:
●
Gensler,
a global firm that competes with the Company in large-scale commercial and residential projects, innovative design;
●
Foster
+ Partners, a UK-based firm with global presence that competes with the Company in high-profile architectural projects and sustainable
design;
●
Aedas,
a Hong Kong-based firm with global presence that competes with the Company in Asian market and mixed-use developments; and
●
Ronald
Lu &Partners, a Hong Kong-based firm that competes with the Company in local Hong Kong projects and sustainable design.
There
are also other larger, publicly traded companies operate on a different scale than us which represent the broader industry in which the
Company competes and innovates. The Company’s focus on AI integration and the Asian and US markets distinguishes it from many of
these competitors. the Company expects to continue competing with existing competitors and additional, more established players.
24
Our
Operation
●
Day-to-Day
Operations
The
day-to-day operations are designed to ensure seamless project execution and client satisfaction. The Company’s operations are governed
by a set of standard procedures and rules that adapt to the specific scope and demands of each project. Each project begins with a comprehensive
briefing session where the project team, led by a dedicated project manager, aligns on objectives, timelines, and deliverables. Regular
team meetings and progress reviews are conducted to ensure that every aspect of the project is on track. Communication within the team
and with clients is maintained through email, messaging apps, and collaborative tools, ensuring transparency and efficiency.
Below
is a flowchart that demonstrates our day to day operation flow.
●
Project
Management and Collaboration
The
Company’s project management approach is dynamic and adaptable, tailored to the unique needs of each project. It utilizes a suite
of specialized applications, including AutoCAD for precise drafting and design, SketchUp for 3D modeling and visualization, and Microsoft
Office tools for documentation, presentations, and data analysis. These tools enable its teams to collaborate effectively, share real-time
updates, and make informed decisions quickly. Each project follows a structured workflow that includes initial concept development, detailed
design, client approval, and final execution. The Company’s rules emphasize quality control, adherence to timelines, and continuous
improvement.
25
Business
Model Flow Chart
The
Company’s business model flow chart outlines the entire project lifecycle from initial consultation to project delivery, highlighting
key milestones and approval stages. This flow chart is accessible through the client portal, providing a transparent view of the process
and ensuring clients are informed at every step. Key stages include:
●
Initial
Consultation: Understanding client needs and project scope.
●
Design
Phase: Developing and refining design drafts.
●
Approval
Milestones: Client approvals at critical stages to ensure alignment with expectations.
●
Project
Delivery: Final handover of the completed project, with post-completion support as needed.
By
dedicating a separate section to our online platforms and technology, the Company provides a clear understanding of their vital role
in our operations and the value they bring to our clients and the Company.
Online
Platforms and Technology
The
Company utilizes various online platforms for its operations. The Company’s website serves as a multi-functional hub, acting as
a portfolio showcase, client portal, and communication center. Clients can securely access project updates, submit feedback, and review
design drafts through a secure client login. Additionally, the Company leverages specialized applications such as AutoCAD and SketchUp
for real-time design modifications and visualizations. These platforms are supported by cloud-based technology, ensuring data security
and accessibility from anywhere.
Leveraging
these online platforms, the Company offers a comprehensive suite of functions designed to enhance operational efficiency and client satisfaction,
including:
●
Project
Management: Advanced tools for scheduling, task assignment, progress tracking, and resource management.
●
Client
Engagement: Secure portals enabling clients to access project updates, communicate with the team, submit feedback, and review
design drafts.
●
Team
Collaboration: Integrated communication tools and document-sharing capabilities facilitate seamless collaboration among team
members, regardless of location.
26
●
Real-Time
Design Modifications: Applications like AutoCAD and SketchUp allow for instant updates and visualizations, ensuring design changes
are quickly implemented and reviewed.
The
platforms are designed to serve a diverse range of clients, including:
●
Residential
Clients: Homeowners seeking custom designs and renovations.
●
Commercial
Clients: Businesses in need of innovative and functional workspace solutions.
●
Public
Sector Clients: Government and municipal projects requiring compliance with specific regulations and standards.
Hearth
is our proprietary, blockchain-based Real World Asset (RWA) tokenization platform. The platform provides the technology infrastructure,
smart contract deployment capabilities, and compliance protocols necessary to enable real estate developers and asset owners to fractionalize
and tokenize real-world properties. Hearth’s infrastructure manages the lifecycle of token creation, compliance-linked transfer restrictions,
and investor management, allowing clients to issue digital representations of asset ownership or revenue-sharing rights.
Our
Services
The
Company offers a comprehensive range of architectural and design services tailored to meet the diverse needs of its clients. The Company’s
services are designed to cover various aspects of architectural projects, from initial concept development to final project execution,
ensuring a seamless and efficient process.
●
Design
and Fit-Out Services include the following services:
○
Design
Services: Comprehensive design services from conceptual through to construction documentation.
○
Fit-Out
Management: Managing the procurement of materials, hiring contractors, and overseeing the fit-out process to ensure design intent
is realized.
○
Procurement
Services: Purchasing materials and furnishings on behalf of the client.
○
Construction
Oversight: Site visits, quality control inspections, and coordination with contractors during construction and fit-out phases.
Clients
engage with a dedicated design team to discuss their aesthetic and functional requirements, ensuring tailored solutions that meet their
specific needs. The fit-out services are meticulously planned and executed, with regular client consultations and site inspections to
guarantee quality and adherence to timelines. This integrated approach ensures a seamless experience from initial design concepts to
the final fit-out. Revenue generated from providing design services and fit-out services. In the years ended March 31, 2026 and 2025,
the Company generated revenues of $643,140 and $80,464 from design and fit-out services, respectively, accounting for 85.45% and 39.84%
of its total revenues, respectively.
The
Company’s contract with the customer has payment terms specified based upon certain conditions completed. The Company generally
require an initial payment from the customer upon signing of the contract prior to the commencement of the project, which usually represents
approximately 20% to 50% of the total contract sum. The Company issues invoices for interim payments at different stages of the project.
The final invoice is generally issued shortly before or immediately after project completion. The Company’s customers are required
to pay the Company at different billing stages over the contract period, as such, the Company believes the progress payments limit the
Company’s exposure to credit risk and that the Company would be able to collect substantially all of the consideration gradually
at different stages. The timing of the satisfaction of the Company’s performance obligations is based upon the cost-to-cost measure
of progress method, which is generally different than the timing of unconditional right of payment and is based upon certain conditions
completed as specified in the contract. The timing between the satisfaction of the Company’s performance obligations and the unconditional
right of payment would contribute to contract assets and contract liabilities.
●
Project
Management Services include the following services:
○
Project
Management: Managing the entire project lifecycle, ensuring timely completion within budget and quality standards.
27
○
Consulting
Services: Providing expert advice and guidance throughout the project, including contract negotiations, risk management, and
conflict resolution.
○
Change
Order Management: Handling changes or modifications to the project scope, schedule, or budget during construction.
Clients
benefit from a dedicated Project Manager who coordinates all aspects of the project, ensuring clear and consistent communication through
regular meetings and site visits. This structured arrangement guarantees that projects are managed efficiently, addressing any changes
or issues promptly to maintain project integrity and client satisfaction. Revenue generated from project management services. In the
years ended March 31, 2026 and 2025, the Company generated revenues of $5,766 and $64,684 from project management services, respectively,
accounting for 0.77% and 32.02% of its total revenues, respectively.
●
Application
Services include the following services:
○
Approval
Consulting: Providing guidance and expertise in navigating regulatory requirements and procedures for project approvals in Hong
Kong.
○
Document
Preparation: Preparing and submitting all necessary documentation, forms, and applications required by government agencies.
○
Regulatory
Compliance: Ensuring that project design and documentation comply with local building codes, zoning regulations, environmental
standards, and other legal requirements.
○
Representation:
Representing clients and liaising with government authorities throughout the approval process, including attending meetings and addressing
inquiries.
Clients
benefit from our expertise in navigating the complex process of obtaining government approvals, with dedicated consultants guiding them
through each step. This includes preparing and submitting necessary documentation, liaising with regulatory bodies, and providing ongoing
support to ensure timely and successful approvals. Revenue generated from application services. In the years ended March 31, 2026 and
2025, the Company generated revenues of $101,633 and $39,883 from application services, respectively, accounting for 13.50% and 19.74%
of its total revenues, respectively. Clients benefit from our expertise in navigating the complex process of obtaining government approvals,
with dedicated consultants guiding them through each step. This includes preparing and submitting necessary documentation, liaising with
regulatory bodies, and providing ongoing support to ensure timely and successful approvals.
●
Design-only
Services include the following services:
○
Conceptual
Design: Developing initial design concepts that align with clients’ visions and project requirements, including layout
planning, spatial arrangement, and overall aesthetic style.
○
Schematic
Design: Creating preliminary drawings and sketches that define the project’s basic structure, forms, and functionality,
ensuring that the design meets both practical and aesthetic goals.
○
Detailed
Design Development: Producing comprehensive design documents that outline precise specifications, materials, and finishes, facilitating
a clear understanding of the project’s execution details.
○
3D
Modeling and Visualization: Providing clients with realistic 3D renderings and visualizations of the design to help them better
understand and visualize the outcome before construction begins.
Clients
benefit from our design expertise through a focused and detail-oriented approach to crafting architectural concepts that bring their
vision to life. With a team of dedicated architects and designers, the Company guides clients through each stage of the design process,
from initial concepts to detailed design documentation. In the years ended March 31, 2026 and 2025, the Company generated revenues of
$2,091 and $16,976 from design-only services, respectively, accounting for 0.28% and 8.40% of its total revenues, respectively. This
focused design service allows clients to receive customized, high-quality design solutions tailored to their specific needs and project
goals.
28
The
design and fit-out service is the main business of the Company and accounted for 85.45% and 39.84% of our business in the years ended
March 31, 2026 and 2025, respectively. Design and fit-out service generally include architectural facade and interior Design, 3D visualization
and rendering, urban planning and design, construction documentation, BIM, renovation and remodeling and custom Furniture and fixture
design.
The
Company focused on projects in Hong Kong and for the fiscal years ended March 31, 2026 and 2025. All of the revenue was derived solely
from the Hong Kong projects. The Company is strategically expanding its footprint globally, with operations primarily based in Hong Kong
and plans to extend our services into the United States and broader Asia markets.
Percentage of Total revenue
Percentage of Total revenue
For the year ended
March 31, 2026
For the year ended
March 31, 2025
Design and Fit-out
84.73 %
39.84 %
Project Management
0.80 %
32.02 %
Application
14.18 %
19.74 %
Design-only
0.29 %
8.40 %
Year-Round
Services and Project Duration
The
Company’s projects vary significantly in duration, often lasting more than one year. The timeline of each project depends on several
factors, including the complexity of the design, the scale of construction, regulatory approval processes, and client requirements. From
initial concept development and detailed design phases to construction management and final completion, each project involves extensive
planning and coordination that naturally extend over prolonged periods.
Continuous
Workflow
The
Company’s continuous workflow ensures that there are always active projects at different stages of completion. This steady stream
of work allows the Company to maintain a consistent level of business activity and revenue generation throughout the year. Unlike companies
with seasonal products or services, the Company’s workload is distributed evenly, enabling it to allocate resources efficiently
and maintain stable operations.
Client
Engagement and Project Management
The
Company’s commitment to providing full-year services means that it is always available to engage with clients, address their needs,
and manage ongoing projects without interruption. This approach not only fosters strong client relationships but also ensures that its
projects are completed on time and to the highest standards of quality. By avoiding the pitfalls of seasonality, the Company can focus
on delivering exceptional architectural solutions that meet and exceed its clients’ expectations, regardless of the time of year.
Our
Customers
The
Company’s customer base is comprised of individuals and entities based in Hong Kong. For the years ended March 31, 2026 and 2025,
the Company provided services to approximately 14 and 35 customers, respectively. The customer categories include:
●
Homeowners
who are planning to build or renovate their residential properties;
●
Companies
or individuals developing residential, commercial, or mixed-use properties;
29
●
Businesses
requiring architectural design services for office buildings, retail spaces, restaurants, hotels, and other commercial properties;
●
Institutions
such as schools, universities, hospitals, museums, and government agencies in need of architectural design services for their facilities;
and
●
Companies
managing or developing properties that require architectural design services for renovations, expansions, or new construction.
Percentage of
Period
Project name
Revenue type
Property type
Total Revenue
For the year ended March 31, 2025
Batard Pedder Building
Project management
Commercial
19.56 %
Hang Cheong Factory Lobby Works
Design and fit-out
Industrial
16.8 %
For the year ended March 31, 2026
Dior Hong Kong Bespoke Lounge Project
Design and fit-out
Commercial
82.38 %
Hong Kong Tramways Ltd A&A Consultancy
Application
Commercial
12.34 %
Suppliers
The
Company’s suppliers include providers of essential materials, technology, and services that directly contribute to the successful
execution of the projects. Key suppliers include:
●
Construction
contractors which are responsible for bringing the architectural designs to life by managing the on-site construction process. They
source materials, hire labor, and ensure that the building is constructed according to the design specifications;
●
Building
material suppliers which provide the raw materials needed for construction, including steel, concrete, glass, wood, and other essential
building materials;
●
Furniture
and interior fixtures suppliers which offer high-quality furniture, lighting, and fixtures that are integrated into architectural
designs, especially in commercial and residential projects;
●
Lighting
and electrical systems suppliers provide the lighting fixtures and electrical systems that are integral to the functionality and
aesthetics of a building; and
●
Technology
and software providers which offer the digital tools necessary for architectural design, including CAD (Computer-Aided Design) software,
BIM (Building Information Modeling) tools, and other visualization software.
For
the fiscal years ended March 31, 2026 and 2025, there was one and one suppliers, respectively, each accounting for more than 10% of the
Company’s total purchases. The Company does not rely on any of the suppliers/subcontractors that cannot be replaceable with comparable
rates.
Research
and Development
The
Company plans to advance its AI-driven interior, building design, and digital project management platform. This includes developing
an AI application to ensure architectural designs comply with local building codes, enhancing design efficiency and compliance. QikBIM’s core Architectural and Structural functions are fully developed and had its first commercial launch on January
15, 2026, with website updates launched in June 2026. We are in process of registering multiple user accounts to the platform. Phase 2
enhancements for QikBIM are ongoing, and PlanAid is under development with a target launch in the third quarter of 2026.
30
Advertising
and Marketing
The
Company employs a comprehensive strategy to establish and promote its brand effectively, emphasizing its unique design approach, its
expanding real-world-asset and digital-asset initiatives, and its dedication to client satisfaction. Its marketing efforts focus on leveraging
digital channels and strategic partnerships to build a strong brand presence and effectively engage its target audiences across its architecture,
real estate, and digital-asset business lines. The Company believes this approach supports sustained growth and recognition across the
markets in which it operates.
In-House
Marketing Function:
To
support these efforts, the Company has established a dedicated in-house marketing function led by a Marketing Manager responsible for
brand strategy, content and campaign development, internal search engine optimization, and coordination of the Company’s external
marketing vendors and partners. The in-house function is intended to provide more direct oversight of the Company’s brand as its
operations expand across multiple jurisdictions and business lines, including its architectural services, QikBim, PlanAid, its digitial
asset treasury, and its Hearth RWA tokenization platform.
Digital
Marketing:
●
Social
Media Management: the Company has partnered with D.A.C.K. Concept Limited to manage its online presence. This includes Facebook Fan
page management with regular sales and content marketing feeds, simple video production, and graphic design. These efforts cost $7,500
HKD per month.
●
Social
Media Advertising: D.A.C.K. also handles Facebook ad placements with a 15% management fee, costing $2,500 HKD per month, targeting
specific audiences and optimizing daily for better results.
●
Search
Engine Optimization (SEO): SEO services include keyword strategy, ad copywriting, and monthly ranking reports for Google Hong Kong, costing
$3,500 HKD per month.
●
Paid Digital Advertising: The Company also places paid advertising across additional
digital channels to expand its reach and generate leads, with approximate monthly budgets of $500 for Google Ads, $500 for Instagram
Ads, and $300 for LinkedIn Ads.
●
Influencer Marketing: The Company has prepared an influencer marketing campaign and is positioned
to launch it as part of its broader digital marketing strategy, with the objective of increasing brand awareness and engagement among
its target audiences.
Strategic
Partnerships:
●
Industry
Relationships: the Company collaborates with construction companies and real estate developers who refer clients to it, expanding
its market reach and client base.
31
Intellectual
Property Rights
The
Company maintains strict control over its intellectual property rights. All designs, software customizations, and proprietary processes
are protected under copyright law, ensuring that the unique elements of our projects and platforms remain exclusive to the Company. Clients
are provided access to their specific project data while the Company retains ownership of the underlying technologies and design methodologies.
The Company currently owns the following domain names:
●
OFA.HK
●
OFACORP.com
●
OFAgroup.com
●
hearthRWA.com
●
Qikbim.com
●
Planaid.com
Insurance
The
Company has obtained an Office Insurance Policy through MSIG Insurance (Hong Kong) Limited. This policy ensures that all its employees
are protected in accordance with the terms of the policy in the event of bodily injuries, death or disease contracted during the course
of employment anywhere in Hong Kong.
The
Company does not carry any key-man life insurance and professional liability insurance. Even if it purchases these kinds of insurance,
the insurance may not fully protect the Company from the financial impact of defending against professional liability claims. The Company
has not purchased any property insurance or business interruption insurance. Management has determined that the costs of insuring for
related risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical. The
Company considers its insurance coverage to be sufficient for its business operations. However, the Company continuously assesses its
insurance needs to ensure comprehensive protection for its business operations and employees and evaluates other insurance options to
address specific risks associated with its projects and operations.
Environmental
Matters
Compliance
with environmental rules and regulations is a critical aspect of the Company’s operations, handled on a case-by-case basis and
according to the specific jurisdiction of each project. As a design and architecture firm based in Hong Kong, the Company not directly
face significant environmental issues. Instead, environmental compliance in construction services is primarily the responsibility of
the contractors the Company works with. While it does not face significant environmental issues directly, it works closely with contractors
to ensure that all environmental regulations are met, and any necessary equipment and permits are in place. This approach ensures that
its projects are executed responsibly and sustainably.
Environmental
Compliance
The
Company adheres to all relevant environmental regulations applicable to its industry and project locations. In Hong Kong, its projects
typically do not involve direct environmental impact. However, for projects outside Hong Kong, it ensures that all activities comply
with local environmental laws and regulations through rigorous oversight and collaboration with contractors to ensure that all environmental
standards are met during the construction phase.
Environmental
Equipment and Investment
The
Company does not directly invest in environmental equipment as its primary role is in design and project management. The responsibility
for environmental equipment and its maintenance lies with the construction contractors it partners with. These contractors are required
to comply with all necessary environmental guidelines and regulations, including the use of appropriate environmental equipment and adherence
to best practices in sustainability.
32
Pollutant
Discharge and Permits
The
Company is not required to obtain pollutant discharge licenses or permits directly. The responsibility for securing such permits falls
under the purview of the construction contractors who execute the projects. The Company ensures that all contractors engaged in its projects
have the necessary licenses and permits to operate in compliance with environmental regulations. This includes pollutant discharge registration
where applicable.
Fines
and Penalties
To
date, the Company has not incurred any fines or penalties related to environmental violations. Its thorough approach to environmental
compliance and close collaboration with contractors helps mitigate any potential risks associated with environmental breaches. The Company
continuously monitors and reviews its practices to ensure adherence to all relevant environmental standards, safeguarding both the environment
and its reputation.
Regulation
Permissions
The
following table sets forth a list of licenses or permissions held by the Company and its operating subsidiary necessary for it to conduct
its existing business (excluding, for the avoidance of doubt, those licenses, permits, registrations, authorizations and other qualifications
that may be held by its employees and/or for the undertaking of specific projects).
Company
Name
of License/Permission/
Registration
Issuing
Authority
Validity
Office
for Fine Architecture Limited
Business
registration certificate (60952948-000-01-26-8)
Inland
Revenue Department of Hong Kong
January
31, 2026 to January 30, 2027
As
of March 31, 2026, the Company had a total of 11 full-time employees. The Company has not employed any part-time employees or contractors
in the past three years. The following chart provides a breakdown of its workforce by department as of December 31, 2025:
Period
Full-time employee
Interior Design
Department
Administrative
and Management
Department
Architecture
Department
As of March 31, 2026
11
1
8
2
The
Company maintains a good working relationship with its employees and to date, and has not experienced any labor disputes. Its workforce
is distributed across our primary office located in Hong Kong, with all employees operating out of this central location.
The
Company’s dedicated team consists of highly skilled professionals who contribute to the success and growth of the Company through
their expertise and commitment to excellence in architecture and design. The Company is proud of its diverse and talented workforce and
continually strive to provide a supportive and rewarding work environment.
33