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NASDAQ: OFAL OFA Group 8-K

OFA Group signs $15M blockchain tokenization deal for NYC real estate project

Filed April 6, 2026 · Period ending March 31, 2026 · ~1 min read

3 key changes 2 high relevance 3 sections

Key Changes

  • high

    Company will receive $15 million in platform technology fees, paid in two installments tied to delivery milestones including initial platform setup and smart contract deployment.

  • high

    Agreement covers blockchain tokenization services for a mixed-use real estate development in Long Island City using the company's Hearth RWA platform.

  • medium

    OFA's role is limited to technology infrastructure only—the company will not act as broker-dealer, investment adviser, or fundraising intermediary, with the client retaining all securities compliance responsibilities.

Summary

OFA Group announced a significant $15 million contract to provide blockchain tokenization technology for a Long Island City real estate development project. The company will deploy its Hearth RWA platform to create digital tokens representing interests in the project, develop smart contracts, and implement compliance features. Payment comes in two equal installments tied to specific delivery milestones.

For retail investors, this represents material near-term revenue and validates the company's blockchain tokenization business model with a real-world application. The first payment should hit upon contract execution and initial platform delivery, potentially impacting upcoming quarterly results.

However, the agreement explicitly limits OFA to technology services only, keeping the company out of securities-related activities and their associated regulatory obligations. Watch for the timing of revenue recognition in upcoming earnings reports and whether this deal leads to additional tokenization contracts in the real estate sector. The success of the platform deployment could establish OFA as a credible infrastructure provider in the emerging real-world asset tokenization market.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~500 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

2 Added
Added Real estate tokenization services agreement high

Added in current filing · verify on EDGAR →

On March 31, 2026, OFA Group, Inc. (the “Company”) entered into a Real World Asset Tokenization Service Agreement (the “Agreement”) with MD Queens Development LLC, or its designated special purpose vehicle (the “Client”), in connection with a proposed mixed-use real estate development project located in Long Island City, New York (the “Project”).

The company signed a material agreement to provide blockchain-based tokenization infrastructure and technology services for a real estate development project in Long Island City. The services include designing digital tokens representing interests in the project, developing smart contracts, and implementing compliance features through the company's Hearth RWA tokenization platform.

Added Scope limitation and regulatory positioning medium

Added in current filing · verify on EDGAR →

The Agreement states that the Company will not act as an issuer, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising intermediary in connection with the Project or any digital assets issued in connection therewith, and that the Client will remain solely responsible for securities law compliance, offering structure, investor-related activities, and related matters.

The agreement explicitly limits the company's role to technology infrastructure services only, excluding any securities-related activities such as brokerage, investment advice, or fundraising. The client retains all responsibility for securities law compliance and investor-related matters. This positioning may help the company avoid certain regulatory obligations but also limits its involvement in the project's financial aspects.

Event · Item 7.01 — Regulation FD Disclosure

~100 words

OFA Group entered into an unspecified Agreement and issued a press release on April 6, 2026.

2 Added
Added Agreement entry medium

Added in current filing · verify on EDGAR →

On April 6, 2026, the Company issued a press release announcing its entry into the Agreement.

The company disclosed entering into an Agreement on April 6, 2026. The 8-K does not specify the nature, parties, or terms of the Agreement within the body text, referring only to a press release furnished as Exhibit 99.1. Without access to the exhibit, the material details of this transaction cannot be determined from this filing.

Show 1 minor / wording change
Added Regulation FD disclosure low

Added in current filing · verify on EDGAR →

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

The company furnished this disclosure under Item 7.01 (Regulation FD), meaning the information is being publicly disclosed to comply with fair disclosure rules but is not formally "filed" with the SEC. This limits the legal liability associated with the disclosure and means it will not automatically be incorporated into other SEC filings unless specifically referenced.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

OFA Group entered a Real World Asset Tokenization Service Agreement with MD Queens Development LLC on March 31, 2026.

1 Added
Added Real World Asset Tokenization Service Agreement medium

Added in current filing · verify on EDGAR →

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

OFA Group has entered into a Real World Asset Tokenization Service Agreement with MD Queens Development LLC (or its designated special purpose vehicle) dated March 31, 2026. This agreement appears to involve tokenization services for real-world assets, though the specific terms, scope, and financial impact are not disclosed in this 8-K filing. The company has also issued a press release on April 6, 2026 regarding this matter.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify