OFA Group 6-K, filed Feb 26, 2026
OFA Group (OFAL)
About this 6-K
OFA Group filed this 6-K on February 26, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission
File Number:
(Translation of registrant’s name into English)
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Attached as Exhibit 99.1 to this report is management’s discussion and analysis of financial condition and results of operation of OFA Group (the “Company”), regarding the Company’s unaudited condensed consolidated financial results for the six months ended September 30, 2025.
Attached as Exhibit 99.2 to this report is the Company’s unaudited condensed consolidated financial statements.
On May 23, 2025, Office for Fine Architecture Limited, the Company’s subsidiary, entered into a Co-Development Agreement (the “Agreement”) with Alan to AI Consultancy Co. Limited (the “Contractor”) for the co-development of the OFA TransBIM system. Pursuant to the 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 Agreement, while the intellectual property (IP) rights in the core TransBIM 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. Furthermore, the Company has an 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”). The specific price for the Option shall be based on a fair valuation determined by an independent third party mutually agreed upon by the parties. All development fees paid by the Company will be converted towards the acquisition cost if this Option is exercised. The Company has no plans to exercise the Option as of the date of this report. The 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 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. As of the date of this Report, the Company has paid the Contractor $11,994,800 pursuant to the terms of the Agreement.
The foregoing description of the Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OFA Group | ||||
| Date: | February 25, 2026 | By: | /s/ Li Hsien Wong | |
| Name: | Li Hsien Wong | |||
| Title: | Chief Executive Officer | |||
Exhibit 99.1
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers information pertaining to the Company for the six months ended September 30, 2025 and 2024 and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes of the Company as of and for the six months ended September 30, 2025 and 2024 and related notes thereto. Except as otherwise noted, the financial information contained in this MD&A and in the financial statements has been prepared in accordance with accounting principles generally accepted in the United States of America. All amounts are expressed in U.S. dollars unless otherwise noted. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.
Critical Accounting Policies and Critical Accounting Judgments and Estimates
The Company prepared the unaudited condensed consolidated financial statements in accordance with U.S. GAAP. These accounting principles require the Company to make judgments, estimates and assumptions on the reported amounts of assets and liabilities at the end of each period, and the reported amounts of revenues and expenses during each period. The Company continually evaluates these judgments and estimates based on its own historical experience, knowledge and assessment of current business and other conditions, its expectations regarding the future based on available information, which together form its basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of the accounting policies require a higher degree of judgment than others in their application.
Critical accounting policies
When reading our unaudited condensed consolidated financial statements, you should consider our selection of critical accounting policies, including revenue recognition, accounts receivable, contract assets, contract liabilities and income taxes, of which the details are set out in our unaudited condensed consolidated financial statements.
Recently Accounting Pronouncements
See the discussion of the recent accounting pronouncements contained in Note 2 for the six months ended September 30, 2025 and 2024 to the unaudited condensed consolidated financial statements, “Summary of Significant Accounting Policies”.
Critical accounting estimates
You should also consider the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. The Company believes the following accounting policies involve the most significant judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements.
Revenue Recognition
The Company adopted the revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
As a professional interior design and fit-out service provider, the Company recognizes revenue based on the effort or inputs to the satisfaction of a performance obligation over time as work progresses because of the continuous transfer of control to the customer and the right to bill the customer as costs are incurred.
The Company uses the ratio of actual costs incurred to total estimated costs since costs incurred (an input method) represent a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and subcontractors. Contract costs typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the six months ended September 30, 2025. Changes in estimates can routinely occur over the contract term for a variety of reasons including changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. When the outcome of the contract cannot be reasonably measured, revenue is recognized only to the extent of contract costs incurred that are expected to be recovered. In situations where the estimated costs to perform exceed the consideration to be received, the Company accrues the entire estimated loss during the period the loss becomes known.
Our operating subsidiaries’ contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends.
Results of Operations
Comparison of Six Months Ended September 30, 2025 and 2024
The following table sets forth key components of the results of operations for the six months ended September 30, 2025 and 2024:
| For the Six Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | Variance | % of variance | |||||||||||||
| Revenue | $ | 634,222 | $ | 125,591 | $ | 508,631 | 404.99 | % | ||||||||
| Cost of revenue | 430,065 | 89,740 | 340,325 | 379.23 | % | |||||||||||
| Gross profit | 204,157 | 35,851 | 168,306 | 469.46 | % | |||||||||||
| Operating expenses | ||||||||||||||||
| Depreciation and amortization | 99 | - | 99 | 100.00 | % | |||||||||||
| Selling, general and administrative | 977,123 | 94,075 | 883,048 | 938.66 | % | |||||||||||
| Professional services | 1,519,903 | 6,573 | 1,513,330 | 23,023.43 | % | |||||||||||
| Advertising and marketing | 159,658 | 11,911 | 147,747 | 1,240.42 | % | |||||||||||
| Salaries and wages | 982,040 | 76,237 | 905,803 | 1,188.14 | % | |||||||||||
| Total operating expenses | 3,638,823 | 188,796 | 3,450,027 | 1,827.38 | % | |||||||||||
| Loss from operations | (3,434,666 | ) | (152,945 | ) | (3,281,721 | ) | 2,145.69 | % | ||||||||
| Other income (expense) | ||||||||||||||||
| Government subsidies | 9,017 | - | 9,017 | 100.00 | % | |||||||||||
| Interest expense | (7,076 | ) | (40,735 | ) | 33,659 | (82.63 | )% | |||||||||
| Interest income | 273 | 818 | (545 | ) | (66.63 | )% | ||||||||||
| Total other income (expense), net | 2,214 | (39,917 | ) | 42,131 | (105.55 | )% | ||||||||||
| Loss before income tax expense | (3,432,452 | ) | (192,862 | ) | (3,239,590 | ) | 1,679.75 | % | ||||||||
| Income tax expense | - | - | - | 0.00 | % | |||||||||||
| Net loss | $ | (3,432,452 | ) | $ | (192,862 | ) | $ | (3,239,590 | ) | 1,679.75 | % | |||||
Revenue
The following table sets forth the breakdown of the revenue by major revenue type for the six months ended September 30, 2025 and 2024, respectively:
| For the Six Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||||||||||
| (US$) | % of revenue | (US$) | % of revenue | Amount | % | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Design, Design and fit-out | 618,859 | 97.58 | % | 50,336 | 40.08 | % | 568,523 | 1,129.46 | % | |||||||||||||||
| Others | 15,363 | 2.42 | % | 75,255 | 59.92 | % | (59,892 | ) | (79.59 | )% | ||||||||||||||
| Total revenue | 634,222 | 100.00 | % | 125,591 | 100.00 | % | 508,631 | 404.99 | % | |||||||||||||||
The Company’s revenue increased by $508,631, or 404.99%, from $125,591 for the six months ended September 30, 2024 to $634,222 for the six months ended September 30, 2025, primarily due to a growth in customer demand for services during the six months ended September 30, 2025. The primary reason for the increase in revenue was the continuous fulfillment of new design, design and fit-out contracts earned in the six months ended September 30, 2025. The Company expects revenue to improve in the coming years if the business environment stabilizes, construction activities resume, and investment sentiment recovers.
Despite the challenging environment, the Company’s backlog of ongoing projects provides a certain degree of revenue stability going forward. As of September 30, 2025, the Company had 13 projects in progress with a total contract amount of $1,345,254 and recognized cumulative revenue of $675,641 as of September 30, 2025. The Company expects that such projects in progress as of September 30, 2025 will be completed and the remaining related revenue of $669,613 will be recognized during the ten months ending July 31, 2026. Due to the recovery in client activities from the first quarter of fiscal year 2026, new projects are secured, which may support revenue growth in the coming periods.
Revenue from the design, design and fit-out services increased by $568,523, or 1,129.46%, from $50,336 for the six months ended September 30, 2024 to $618,859 for the six months ended September 30, 2025. The increase was mainly due to a growth in customer demand for design and fit-out services during the six months ended September 30, 2025. This exceptional growth was primarily driven by the successful execution of a major project secured in June 2025, which was substantially completed by the end of September 30, 2025.
Others represent revenue from the application and project management services, which decreased by $59,892, or 79.59%, from $75,255 for the six months ended September 30, 2024 to $15,363 for the six months ended September 30, 2025. The significant decrease was primarily caused by a decline in revenue from application assignments. The application is still in progress as of September 30, 2025 and is expected to be completed in the coming year.
The following table presents revenue by property type for the six months ended September 30, 2025 and 2024, respectively:
| For the Six Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||||||||||
| (US$) | % of revenue | (US$) | % of revenue | Amount | % | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Commercial | $ | 628,025 | 99.03 | % | $ | 56,692 | 45.14 | % | $ | 571,333 | 1,007.78 | % | ||||||||||||
| Industrial | 2,947 | 0.46 | % | 37,354 | 29.74 | % | (34,407 | ) | (92.11 | )% | ||||||||||||||
| Residential | 3,250 | 0.51 | % | 31,545 | 25.12 | % | (28,295 | ) | (89.70 | )% | ||||||||||||||
| Total revenue | $ | 634,222 | 100.00 | % | $ | 125,591 | 100.00 | % | $ | 508,631 | 404.99 | % | ||||||||||||
Revenue from commercial project increased by $571,333 or 1,007.78%, from $56,692 for the six months ended September 30, 2024 to $628,025 for the six months ended September 30, 2025. The increase was primarily due to the launch of new design and fit-out projects, which resulted in an uptick in business during the six months ended September 30, 2025.
Revenue from industrial projects decreased by $34,407, or 92.11%, from $37,354 for the six months ended September 30, 2024 to $2,947 for the six months ended September 30, 2025. This revenue decline is directly attributable to a lack of active, revenue-generating industrial projects during the six months ended September 30, 2025. The completion of prior projects in the six months ended September 30, 2024, coupled with a subdued pipeline for new industrial contracts in the six months ended September 30, 2025, resulted in this temporary absence of activity within the industrial segment.
Revenue from residential projects decreased by $28,295, or 89.70%, from $31,545 for the six months ended September 30, 2024 to $3,250 for the six months ended September 30, 2025. The decline was mainly due to the fewer residential projects recognized during the six months ended September 30, 2025. However, the Company expects that revenue from the on-going residential segment will increase in the six months ending March 31, 2026 as work progresses and these projects reach revenue recognition milestones.
Cost of revenue
The following table sets forth the breakdown of the cost of revenue for the six months ended September 30, 2025 and 2024:
| For the Six Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||||||||||
| (US$) | % of cost of revenue | (US$) | % of cost of revenue | Amount | % | |||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||
| Subcontracting and material costs | $ | 362,304 | 84.24 | % | $ | 54,881 | 61.16 | % | $ | 307,423 | 560.16 | % | ||||||||||||
| Project staff costs | 67,761 | 15.76 | % | 34,859 | 38.84 | % | 32,902 | 94.39 | % | |||||||||||||||
| Total cost of revenue | $ | 430,065 | 100.00 | % | $ | 89,740 | 100.00 | % | $ | 340,325 | 379.23 | % | ||||||||||||
The cost of revenue increased by $340,325, or 379.23%, from $89,740 for the six months ended September 30, 2024 to $430,065 for the six months ended September 30, 2025, which was mainly due to the increase in subcontracting and material costs and in line with the increase in our revenue.
The Company generally outsources its fit-out projects to internally approved subcontractors. The subcontracting costs mainly represented the charges and fees paid to the subcontractors who provided labor and services to carry out the fit-out works, and the material costs paid to fit-out material suppliers who provided fit-out materials for completing the fit-out works. The subcontracting and material costs increased by $307,423, or 560.16%, from $54,881 for the six months ended September 30, 2024 to $362,304 for the six months ended September 30, 2025, which was mainly due to the increase in revenue, as stated above, during the six months ended September 30, 2025.
Project staff costs represented salaries and mandatory provident funds provided to the staff in project management and design teams who were directly involved in provision of services in the projects. Project staff costs increased by $32,902, or 94.39%, from $34,859 for the six months ended September 30, 2024 to $67,761 for the six months ended September 30, 2025. The increase was mainly due to the increase in revenue during six months ended September 30, 2025.
Gross profit
Gross profit from major revenue type is summarized as follows:
| For the Six Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | Variance | % of Variance | |||||||||||||
| Design-only, Design and fit-out | ||||||||||||||||
| Gross profit | $ | 199,403 | $ | (7,609 | ) | $ | 207,012 | 2,720.62 | % | |||||||
| Gross profit margin | 32.22 | % | (15.12 | )% | 47.34 | % | ||||||||||
| Others | ||||||||||||||||
| Gross profit | $ | 4,754 | $ | 43,460 | $ | (38,706 | ) | (89.06 | )% | |||||||
| Gross profit margin | 30.94 | % | 57.75 | % | (26.81 | )% | ||||||||||
| Total | ||||||||||||||||
| Gross profit | $ | 204,157 | $ | 35,851 | $ | 168,306 | 469.46 | % | ||||||||
| Gross profit margin | 32.19 | % | 28.55 | % | 3.64 | % | ||||||||||
Total gross profit demonstrated remarkable growth, increasing by $168,306 or 469.46%, up from $35,851 for the six months ended September 30, 2024 to $204,157 for the six months ended September 30, 2025. The increase in total gross profit was primarily driven by a significant uplift in overall revenue, reflecting stronger commercial performance during six months ended September 30, 2025. Total gross profit margin increased by 3.64% from 28.55% for the six months ended September 30, 2024 to 32.19% for the six months ended September 30, 2025. This improvement was strategically driven by a favorable shift in the project mix. A greater proportion of revenue was generated from higher-margin service offerings, specifically design-only, design and fit-out services. Conversely, the “Others” project type experienced a significant downturn in both revenue and margin, with gross profit decreasing by $38,706 or 89.06%, and gross profit margin decreased from 57.75% to 30.94%. The overall result shows the Company’s effort to move its portfolio toward higher-value, higher-margin service offerings, improving the Company’s gross margin profile and demonstrating an effective execution of its business strategy.
In addition to the mix shift, the margin improvement also reflected better project execution—through tightened cost control, more accurate quoting, and leaner staffing aligned with project timelines. These efforts indicate that the Company is not merely scaling up in size, but actively enhancing operational efficiency and sharpening its project delivery capabilities.
Gross profit from major project type is summarized as follows:
| For the Six Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | Variance | % of variance | |||||||||||||
| Commercial | ||||||||||||||||
| Gross profit | $ | 203,043 | $ | 24,398 | $ | 178,645 | 732.21 | % | ||||||||
| Gross profit margin | 32.33 | % | 43.04 | % | (10.71 | )% | ||||||||||
| Industrial | ||||||||||||||||
| Gross profit | $ | (84 | ) | $ | 4,648 | $ | (4,732 | ) | (101.81 | )% | ||||||
| Gross profit margin | (2.85 | )% | 12.44 | % | (15.29 | )% | ||||||||||
| Residential | ||||||||||||||||
| Gross profit | $ | 1,198 | $ | 6,805 | $ | (5,607 | ) | (82.40 | )% | |||||||
| Gross profit margin | 36.86 | % | 21.57 | % | 15.29 | % | ||||||||||
| Total | ||||||||||||||||
| Gross profit | $ | 204,157 | $ | 35,851 | $ | 168,306 | 469.46 | % | ||||||||
| Gross profit margin | 32.19 | % | 28.55 | % | 3.64 | % | ||||||||||
The overall gross profit margin improved by 3.64%, increasing to 32.19% for the six months ended September 30, 2025, compared to 28.55% for the same period in 2024. This enhancement was principally driven by the dramatic increase in the absolute gross profit generated by the commercial project, which, despite a decrease in its own gross profit margin from 43.04% to 32.33%, became the dominant component of our total gross profit and was the main factor influencing the overall margin uplift.
The gross profit from commercial projects increased by $178,645, or 732.21%, from $24,398 for the six months ended September 30, 2024 to $203,043 for the six months ended September 30, 2025. The increase was primarily due to continuous cost control and operational efficiency on commercial projects during the six months and launch of new assignments. As a result, the gross profit margin from commercial projects decreased from 43.04% for the six months ended September 30, 2024 to 32.33% for the six months ended September 30, 2025.
The gross profit from industrial projects decreased by $4,732, or 101.81%, from $4,648 for the six months ended September 30, 2024 to $(84) for the six months ended September 30, 2025. The gross profit margin from industrial projects decreased from 12.44% for the six months ended September 30, 2024 to (2.85)% for the six months ended September 30, 2025. This adverse movement was mainly due to underestimation of costs for completed projects, which led to actual direct project expenses exceeding revenue upon final accounting. The management will strengthen the monitoring of direct costs throughout the project lifecycle and implementing stricter approval processes for variances to prevent similar occurrences in the future.
The gross profit from residential projects decreased by $5,607, or 82.40%, from $6,805 for the six months ended September 30, 2024 to $1,198 for the six months ended September 30, 2025. The gross profit margin from residential projects increased from 21.57% for the six months ended September 30, 2024 to 36.86% for the six months ended September 30, 2025, mainly due to improved cost control and a higher proportion of early-stage design work. Two major residential contracts signed in February 2025 are expected to drive revenue growth in the next fiscal year.
Operating expenses
Operating expenses consist of the following:
For the Six Months Ended September 30, | For the Six Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | Variance | % of variance | |||||||||||||
| Depreciation and amortization | $ | 99 | $ | - | $ | 99 | 100.00 | % | ||||||||
| Selling, general and administrative | 977,123 | 94,075 | 883,048 | 938.66 | % | |||||||||||
| Professional services | 1,519,903 | 6,573 | 1,513,330 | 23,023.43 | % | |||||||||||
| Advertising and marketing | 159,658 | 11,911 | 147,747 | 1,240.42 | % | |||||||||||
| Salaries and wages | 982,040 | 76,237 | 905,803 | 1,188.14 | % | |||||||||||
| Total operating expenses | $ | 3,638,823 | $ | 188,796 | $ | 3,450,027 | 1,827.38 | % | ||||||||
The selling, general and administrative increased by $883,048, or 938.66%, from $94,075 for the six months ended September 30, 2024 to $977,123 for the six months ended September 30, 2025. The increase was largely attributable to the establishment of our U.S. headquarters in Rolling Hills, California, alongside the scaling of IT infrastructure and travel activities associated in the six months ended September 30, 2025.
Professional services increased by $1,513,330, or 23,023.43%, from $6,573 for the six months ended September 30, 2024 to $1,519,903 for the six months ended September 30, 2025. This substantial rise was primarily due to engaging specialized legal, accounting, and consulting services essential for ensuring the Company’s full compliance with U.S. GAAP and SEC rules. This expenditure reflects our commitment to robust financial reporting and regulatory adherence. We anticipate this expenditure will decline in future periods as the enhanced policy and internal control framework becomes fully effective.
The advertising and marketing increased by $147,747, or 1,240.42%, from $11,911 for the six months ended September 30, 2024 to $159,658 for the six months ended September 30, 2025. This substantial increase was a strategic and deliberate investment to support the Company’s significant expansion initiatives following its successful initial public offering (the “IPO”). The capital raised provided the necessary resources to build market presence and brand awareness.
The salaries and wages expenses increased by $905,803, or 1,188.14%, from $76,237 for the six months ended September 30, 2024 to $982,040 for the six months ended September 30, 2025. This growth resulted from strategic investments in our U.S. operations, driven by the addition of new staff and salary adjustments for senior management to attract and retain key talent. Our U.S. office, located in Rolling Hills, California, serves as a strategic office for business development and market expansion in North America.
Our U.S. team is focused on expanding our market presence and driving future growth. We are building relationships with local firms, engaging early clients, and have launched our AI-driven architectural services. These efforts will secure our long-term position in high-growth markets and demonstrate early operational success as we scale our advanced services.
Other income (expenses)
Other income (expenses) mainly includes interest expenses, interest income and other government subsidies income.
Interest income. The Company recorded interest income of $273 and $818 for the six months ended September 30, 2025 and 2024, respectively.
Interest expense on bank borrowings. The interest expenses on bank borrowings were $7,076 and $40,735 for the six months ended September 30, 2025 and 2024, respectively.
Other income mainly represents the government subsidies.
Government subsidies. Government subsidies relate to the SME Export Marketing Fund. The SME Export Marketing Fund (EMF) is a funding scheme administered by the Trade and Industry Department (TID) of the Hong Kong Special Administrative Region (HKSAR) Government. Its primary objective is to help small and medium-sized enterprises (SMEs) in Hong Kong expand their businesses through participation in export promotion activities. It provides financial assistance to reduce the cost of marketing and entering new markets outside of Hong Kong. The Company recognizes government subsidies as other income when they are received, as the subsidies are not subject to any past or future performance conditions. The Company does not expect to receive additional subsidies under this TVP. Government subsidies received and recognized as other income totaled $9,017 and nil for the six months ended September 30, 2025 and 2024, respectively.
Income tax expense. Our Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, our Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.
Our operating subsidiary, Office for Fine Architecture Limited, is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Hong Kong profit tax rates are 8.25% on assessable profits up to $256,082 (HK$2,000,000), and 16.5% on any part of assessable profits over $256,082 (HK$2,000,000). The Company believes there were no uncertain tax positions as of September 30, 2025 and 2024, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. The Company is not currently under examination by an income tax authority, nor has been notified that an examination is contemplated.
Net loss. As a result of the foregoing, the Company reported a net loss of $3,432,452 for the six months ended September 30, 2025, as compared to a net loss of $192,862 for the six months ended September 30, 2024.
Other comprehensive income (loss). Foreign currency translation adjustment amounted to $96,515 and $(2,159) for the six months ended September 30, 2025 and 2024, respectively. The balance sheet amounts, with the exception of equity, on were translated at $1.00 to HK$7.78 on September 30, 2025, as compared to $1.00 to HK$7.78 on March 31, 2025. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the six months ended September 30, 2025 and 2024 were $1.00 to HK$7.81 and $1.00 to HK$7.81, respectively. The change in the value of the HK$ relative to the U.S. dollar may affect the financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operation.
Liquidity and Capital Resources
To date, the Company has financed its operations primarily through cash flows from operations, loans from banks and related parties and the IPO proceeds. In addition, the Company continues to maintain access to existing bank credit lines and may consider short-term bridge financing if required to support operational liquidity.
As reflected in the unaudited condensed consolidated financial statements, the Company had net loss of $ 3,432,452 for the six months ended September 30, 2025, as compared to net loss of $192,862 for the six months ended September 30, 2024. As of September 30, 2025, the Company had cash of $505,786 compared to $31,950 as of March 31, 2025. The Company had negative working capital that amounted to $3,187,582 as of September 30, 2025 and positive working capital of $93,229 as of March 31, 2025. The working capital requirements are influenced by the size of our operations, the volume and dollar value of our service contracts, the progress of execution on our customer contracts, and the timing for collecting accounts receivable, and repayment of accounts payable.
As of September 30, 2025, the Company had an outstanding bank borrowings balance of $473,566, of which the bank borrowings of $2,664 will be payable within one year and the bank borrowings of $470,902 will be payable after one year. The bank borrowings are at an annual effective interest rate of 3.00%.
The Company believes that its current cash and cash flows provided by operating activities, loans from banks, and the net proceeds from its IPO will be sufficient to meet its working capital needs in the next 12 months from the balance sheet date. If additional funding is needed, the Company believes it would have access to supplemental bank facilities or bridge financing options, subject to prevailing market conditions. No assurance can be given, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to the existing shareholders.
Even though the management believes that it will be able to successfully execute its business plan, which includes increasing market acceptance of the Company’s services to boost its sales volume to achieve economies of scale while applying more effective marketing strategies and cost control measures to better manage operating cash flow position, third-party financing and capital issuance, and meet the Company’s future liquidity needs, there can be no assurances in that regard.
As of September 30, 2025, the Company completed its IPO and received net proceeds that significantly strengthened its capital base and overall liquidity position. Management believes that, with enhanced financial resources and improved access to capital markets, the Company is well-positioned to support its operations and execute its growth strategies over at least the next twelve months. As a result, no going concern uncertainty is considered necessary, and the unaudited condensed consolidated financial statements do not include any related adjustments.
The following table sets forth a summary of the cash flows for the six months ended September 30, 2025 and 2024:
| For the Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by (used in) operating activities | $ | 1,074,593 | $ | (92,399 | ) | |||
| Net cash used in investing activities | $ | (16,041,299 | ) | $ | - | |||
| Net cash provided by financing activities | $ | 15,345,000 | - | |||||
| Net increase (decrease) in cash and restricted cash | $ | 378,294 | $ | (92,399 | ) | |||
| Effect of currency translation on cash and cash equivalents | $ | 95,542 | $ | 1,292 | ||||
| Cash and restricted cash at the beginning of the period | $ | 31,950 | $ | 268,160 | ||||
| Cash and restricted cash at the end of the period | $ | 505,786 | $ | 177,053 | ||||
Operating Activities
Net cash provided by operating activities amounted to $1,074,593 for the six months ended September 30, 2025, mainly derived from the net loss of $3,432,452, mainly offset by increase in share-based compensation expense and accrued expenses.
Net cash used in operating activities amounted to $92,399 for the six months ended September 30, 2024, mainly derived from the net loss of $192,862, plus the decrease in due to related parties, mainly offset by decrease in contract assets and increase in contract liabilities.
Investing Activities
Net cash used in investing activities amounted to $16,041,299 for the six months ended September 30, 2025, primarily attributable to strategic investment in the OFA internal software system as per a co-development agreement. With this investment, the Company will receive an exclusive perpetual, irrevocable, worldwide, royalty-free license with UI design, automated structural plan generation modules, and generation modules for mechanical, electrical, plumbing, and drainage plans compliant with U.S. codes.
Financing Activities
Net cash provided by financing activities amounted to $15,345,000 for the six months ended September 30, 2025, primarily attributable to the proceeds from issuance of ordinary shares upon IPO.
Net cash provided by financing activities amounted to nil for the six months ended September 30, 2024.
Trend Information
Except for the information disclosed, the Company is not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. However, the Company remains cautiously optimistic about the fiscal year outlook, particularly in light of new residential contracts signed in February 2025 and new commercial contracts signed in June 2025 and a gradual pickup in client engagement activity in the first quarter of fiscal year 2026. While macroeconomic headwinds and demand-side uncertainties continue to pose challenges, these recent developments may signal early signs of recovery in the sector.
Off-Balance Sheet Arrangements
The Company did not have during six months ended September 30, 2025 and 2024, and it does not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Commitments and Contingencies
Commitments
As of September 30, 2025, the Company did not have any significant capital and other commitments.
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its financial position, cash flows or results of operations on an individual basis or in the aggregate. As of September 30, 2025, the Company is not a party to any material legal or administrative proceedings.
The following table summarizes the contractual obligations as of September 30, 2025:
| Payments due by period | ||||||||||||||||||||
| Less than | 1 – 3 | 3 – 5 | More than | |||||||||||||||||
| Contractual obligations | Total | 1 year | years | years | 5 years | |||||||||||||||
| Bank borrowings | $ | 473,566 | $ | 2,664 | $ | 91,197 | $ | 153,037 | $ | 226,668 | ||||||||||
| Future lease payments | 54,978 | 16,344 | 38,634 | |||||||||||||||||
| $ | 528,544 | $ | 19,008 | $ | 129,831 | $ | 153,037 | $ | 226,668 | |||||||||||
Inflation
As of the date of this report, with increased inflation pressure, many major central banks have expedited monetary policy tightening, which has resulted in an economic downturn in Hong Kong. Such a downturn in Hong Kong’s economy has led to a decline in our consumers’ demands for our services in Hong Kong, which has affected our business, and, in turn negatively impacted our business and results of operations. In order to adapt, we and our subsidiaries would endeavor to seek new business opportunities and would continue to take a conservative approach to cost budgeting, including, but not limited to, withholding distribution of staff bonuses, reconsidering staffing needs and applying greater pressure on the pricing negotiations with subcontractors and suppliers.
Seasonality
The nature of our business does not appear to be affected by seasonal variations.
Exhibit 99.2
INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
OFA Group and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars, except for the number of shares)
| September 30, 2025 | March 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expense | ||||||||
| Contract assets | ||||||||
| Account receivables, net | ||||||||
| Deferred offering costs | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Rent deposit | ||||||||
| Right-of-use asset - operating lease | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| $ | 16,937,744 | $ | 367,927 | |||||
| Total assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Account payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Contract liabilities | ||||||||
| Current maturities of loan payable | ||||||||
| Due to related party | ||||||||
| Operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-Current liabilities: | ||||||||
| Loan payable, net of current | ||||||||
| Operating lease liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ deficit: | ||||||||
| Ordinary shares, with $ par value, number of ordinary shares authorized, and ordinary shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Stock payable | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ deficit | ( | ) | ||||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
*Par value of ordinary shares, additional paid-in capital and share data have been retrospectively restated to give effect to the reorganization that is discussed in Note 1.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
OFA Group and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Expressed in U.S. Dollars, except for the number of shares)
| 2025 | 2024 | |||||||
| For the Six-month Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Project Income | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Depreciation and amortization | ||||||||
| Selling, general and administrative | ||||||||
| Professional services | ||||||||
| Advertising and marketing | ||||||||
| Salaries and wages | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Government subsidies | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Total other expense | ( | ) | ||||||
| Loss from operations before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net Loss | ( | ) | ( | ) | ||||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
| Net loss per share - basic and diluted | ) | ) | ||||||
| Weighted average shares outstanding - basic and diluted | ||||||||
*Par value of ordinary shares, additional paid-in capital and share data have been retrospectively restated to give effect to the reorganization that is discussed in Note 1.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
OFA Group and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(Expressed in U.S. Dollars, except for the number of shares)
| For The | For The | |||||||
| Six Months Ended | Six Months Ended | |||||||
| September 30,2025 | September 30,2024 | |||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive expense | ||||||||
| Foreign currency adjustments | $ | $ | ( | ) | ||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
OFA Group and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Expressed in U.S. Dollars, except for the number of shares)
| Additional | Accumulated | Total | ||||||||||||||||||||||||||
| Ordinary Shares | Paid-in | Stock | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | payable | Deficit | Income | Deficit | ||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Shares issued for professional services | ||||||||||||||||||||||||||||
| Shareholder distribution | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Bridge loan conversion | ||||||||||||||||||||||||||||
| Bridge loan conversion - interest forgiven | - | |||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, September 30, 2024 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Foreign currency translation adjustments | - | |||||||||||||||||||||||||||
| Shareholder Investment | - | |||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||
| Shares to be issued for professional services | - | |||||||||||||||||||||||||||
| Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs | ||||||||||||||||||||||||||||
| Deferred IPO costs reclassified to APIC | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, September 30, 2025 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
*Par value of ordinary shares, additional paid-in capital and share data have been retrospectively restated to give effect to the reorganization that is discussed in Note 1.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-5 |
OFA Group and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS
(UNAUDITED)
(Expressed in U.S. Dollars, except for the number of shares)
| 2025 | 2024 | |||||||
| For the Six-month Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net (loss) to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation expense | ||||||||
| Interest forgiven | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Due to related party | ||||||||
| Contract assets | ( | ) | ||||||
| Account receivables | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Rent deposit | ( | ) | ||||||
| Non-cash operating lease expense | ||||||||
| Deferred offering costs | ||||||||
| Right-of-use liabilities | ( | ) | ( | ) | ||||
| Contract liabilities | ( | ) | ||||||
| Account payable | ( | ) | ||||||
| Accrued expenses | ||||||||
| Net cash provided from (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Capitalized internal-use software | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts, commissions and other offering costs | ||||||||
| Shareholder investment | ||||||||
| Net cash provided from financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Effect of currency translation on cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Establishment of ROU asset and liabilities | $ | $ | ||||||
| Shareholder distribution | $ | $ | ||||||
| Debt conversion | $ | $ | ||||||
| Stock Issued for services | $ | $ | ||||||
| Deferred IPO costs reclassified to APIC | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-6 |
OFA Group and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2025 and March 31, 2025 and for the Six Months Ended September 30, 2025 and 2024
NOTE 1. NATURE OF BUSINESS AND ORGANIZATION
Description of Business
OFA Group (the “OFA”) is a limited liability company established under the laws of the Cayman Islands on August 27, 2024. It is a holding company with no business operation.
OFA
owns
OFA, through its wholly-owned subsidiary, OFA HK, (collectively, the “Company”), provides a wide rage of service in Hong Kong, including interior design, fit out services, project management and application service. OFA HK provides design and fit out services for commercial and residential buildings. The design service includes both the consultation with its 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. OFA HK is also focused on innovation, efficiency, and scalability, transitioning from a traditional project-based model to a subscription-based model for AI tools, real estate development and senior care infrastructure.
Reorganization
A reorganization of the corporate structure of the Company (the “Reorganization”) was completed on August 29, 2024. Prior to the Reorganization, OFA HK, the operating entity, was directly controlled by the R-Opus Inc., Consequently, OFA became the holding company of OFA HK on August 29, 2024. OFA and OFA HK resulting from Reorganization have always been under the common control of the same controlling shareholders before and after the Reorganization. The consolidation of these entities has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of any intra-entity transactions.
| F-7 |
The accompanying unaudited condensed consolidated financial statements reflect the activities of OFA and the following entity:
SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS OF ENTITY
| Subsidiaries | Date of Incorporation | Jurisdiction of Formation | Percentage of direct/indirect Economic Ownership |
Principal Activities | |||
| Office For Fine Architecture Limited (OFA HK) | |||||||
| OFA Financial, Inc. (OFA Financial) | |||||||
| OFA Financial HK Limited (HK Financial) |
Initial Public Offering
On
May 22, 2025, OFA Group (the “Company”) completed its initial public offering (the “IPO”) of ordinary
shares, par value $ per share, at a public offering price of $ per share, generating gross proceeds of $
Prior to the completion of the IPO, deferred offering costs, which consisted primarily of accounting, legal and other professional fees directly attributable to the IPO, were capitalized within other current assets in the consolidated balance sheet. Upon the completion of the IPO, such deferred offering costs were reclassified to shareholders’ equity as a reduction of the IPO proceeds. Deferred offering costs associated with the IPO that had not yet been paid as of the reporting date were not material.
NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and the notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X.
| F-8 |
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2025 and the results of its operations and its cash flows for the six months ended September 30, 2025 and 2024. The results for the six months ended September 30, 2025 are not necessarily indicative of results to be expected for the year ending March 31, 2026, any other interim periods, or any future year or period. These unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements as of and for the year ended March 31, 2025 and notes thereto also included herein.
The unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which opted out of utilizing the emerging growth company reduced reporting requirements difficult.
Use of Estimates and Assumptions
The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management, include, but are not limited to, the allowance for doubtful accounts, allowance for deferred tax assets, uncertain tax position, incremental borrowing rates used in calculation of the operating lease right-of-use assets and operating lease liabilities, the estimated cost and the input measure method used in revenue recognition, and the valuation of share-based compensation expenses. Actual results could differ from those estimates, and as such, differences could be material to the unaudited condensed consolidated financial statements.
| F-9 |
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.
Foreign Currency Translation and Transaction
The Company’s principal country of operations is Hong Kong. The financial position and results of its operations are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s unaudited condensed consolidated financial statements are reported using the U.S. Dollars (“US$” or “$”). Under the current rate method, the results of operations and the unaudited condensed consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in unaudited condensed consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss).
The following table outlines the currency exchange rates that were used in preparing the unaudited condensed consolidated financial statements:
SCHEDULE OF FOREIGN CURRENCY TRANSLATIONS
| September 30, 2025 | September 30, 2024 | |||
| Average rate | US$1=HK$ | US$1=HK$ |
| September 30, 2025 | March 31, 2025 | |||
| Spot rate | US$1=HK$ |
US$1=HK$ |
Cash
Cash
includes cash on hand and demand deposits in accounts maintained with commercial banks that can be added or withdrawn without limitation.
The Company maintains the bank accounts in Hong Kong. Cash balances in bank accounts in Hong Kong are insured under the Deposit Protection
Scheme introduced by the Hong Kong Government for a maximum amount of US$
| F-10 |
Accounts Receivable, net
Accounts
receivables are recorded at invoiced amounts, net of an allowance for credit losses, and do not bear interest. In accordance with Accounting
Standards Update No. 2016-13 “Financial Instruments—Credit Losses” (“ASC 326”), the Company measures
its allowance for credit losses using an expected credit loss model that reflects the Company’s current estimate of expected credit
losses inherent in the enterprise and the accounts receivable balance. In determining the expected credit losses, the Company considers
its historical loss experience, the aging of its accounts receivable balance, current economic and business conditions, and anticipated
future economic events that may impact collectability. The Company reviews its allowance for credit losses periodically and, as needed,
amounts are written-off when determined to be uncollectible. As of September
30, 2025 and March 31, 2025, the allowance for credit losses were and $
Deferred Offering Costs
The
Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses
of Offering”. Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and
would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist
of professional and registration fees that are directly related to the Proposed Public Offering. Should the in-process equity financing
be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements
of (loss) income and comprehensive (loss) income. As of September 30, 2025 and March 31, 2025, the Company has incurred deferred offering
costs of and $
Property, plant and equipment, net
Property, plant and equipment (including construction in progress) are stated at cost less accumulated depreciation and impairment charges. Depreciation is calculated primarily based on the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the assets except the depreciation method for mold and tooling:
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES
| Useful Life | ||
| Equipment | ||
| Hardware |
Intangible Asset
The Company’s intangible assets consist primarily of capitalized software development costs and an exclusive license related to an artificial intelligence–based software platform. The Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. Intangible assets acquired in an asset acquisition are initially recognized at cost, which represents the fair value of the consideration transferred. Costs incurred in connection with the development of internal-use software that is subject to a perpetual, royalty-free, and exclusive license are capitalized once technological feasibility has been established, while costs incurred prior to that point are expensed as incurred.
| F-11 |
Following initial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which reflect the period over which reflect management’s best estimate of the period over which the assets are expected to contribute to future cash flows. The Company reviews the amortization period and method at least annually and adjusts them prospectively if there are changes in expected useful life or the pattern of economic benefit consumption.
As
of September 30, 2025, the Company’s intangible assets primarily relate to an artificial intelligence software system. The intangible
assets are amortized over a
Impairment of Long-Lived Assets
The
Company reviews the recoverability of its long-lived assets, such as property and equipment, whenever events or changes in circumstances
(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying
amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value
of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual
disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize
an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash
flows. For the six months ended September 30, 2025 and 2024,
Leases
The Company adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB. The adoption of Topic 842 resulted in the presentation of operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets.
The Company has assessed the following: (i) whether any expired or existing contracts are or contains a lease, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any expired or existing leases (i.e. whether those costs qualify for capitalization under ASU 2016-02). The Company also elected the short-term lease exemption for certain classes of underlying assets including office space, warehouses and equipment, with a lease term of 12 months or less.
The Company determines whether an arrangement is or contain a lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. All leases of the Company are currently classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, current, and operating lease liability, non-current in the Company’s consolidated balance sheets. Please refer to Note 8 for the disclosures regarding the Company’s method of adoption of ASC 842 and the impacts of adoption on its financial position, results of operations and cash flows.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The operating lease ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The operating lease ROU assets also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
| F-12 |
For operating leases with a term of one year or less, the Company has elected not to recognize a lease liability or ROU asset on its consolidated balance sheets. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short-term lease costs are immaterial to its consolidated statements of operations and cash flows. The Company has operating lease agreements with insignificant non-lease components and has elected the practical expedient to combine and account for lease and non-lease components as a single lease component.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. For the six months ended September 30, 2025 and 2024, the Company did not have any impairment loss against its operating lease ROU assets.
Share-based Compensation
The Company applies ASC No. 718, “Compensation-Stock Compensation,” which requires that share-based payment transactions with employees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. In addition to requisite service period, the Company also evaluates the performance condition and market condition under ASC 718-10-20. For an award which contains both a performance and a market condition, and where both conditions must be satisfied for the award to vest, the market condition is incorporated into the fair value of the award, and that fair value is recognized over the employee’s requisite service period or nonemployee’s vesting period if it is probable the performance condition will be met. If the performance condition is ultimately not met, compensation cost related to the award should not be recognized (or should be reversed) because the vesting condition in the award has not been satisfied. The expense resulting from share-based payments is recorded in general and administrative expense in the unaudited condensed consolidated statements of operations. Please refer to Note 12 for more information.
Fair Value of Financial Instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivables and other current assets, amounts due from/(to) related parties, accrued liabilities, and other current liabilities, approximate their fair values because of the short maturity of these instruments and market rates of interest.
| F-13 |
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| Level 1 — | Quoted prices in active markets for identical assets and liabilities. | |
| Level 2 — | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| Level 3 — | Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. |
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash and cash equivalent, contract assets, current maturities of operating lease liabilities, accrued liabilities, contract liabilities, due to related parties, and current maturities of long-term bank borrowings approximate the fair value of the respective assets and liabilities as of September 30, 2025 and March 31, 2025 due to their short-term nature.
Revenue Recognition
The Company adopted the revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation.
The Company enters into agreements with clients that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have the agreements with its customers in writing, orally, or in accordance with other customary business practices. The Company recognizes revenue based on the consideration specified in the applicable agreement.
| F-14 |
The contracts which the Company enters into with the clients are fixed price and provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets its contractual requirements. Additionally, contracts may include retentions or holdbacks paid at the end of a project to ensure that Company meets the contract requirements. However, since the customer does not have the option to purchase the warranty separately and there are no additional services to the customer during the retention period but to ensure all goods and services meet the criteria as specified in the contract, such warranty shall not be accounted for as a separate performance obligation. The Company historically incurs a very minimum cost during the retention period, the Company does not expect any significant liability to be incurred and no further provision made in the accounts. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the customers and the transfer of promised services to the customers will be less than one year.
Design and Fit out Services
The Company identifies the delivery of design and fit out services to the customer to be the performance obligation in the contract. Since the Company has concluded that the promises to be delivered on the contract would be one single performance obligation, no allocation of the transaction price is required and expected. As a professional interior design and fit out service provider, the Company recognizes revenue based on the Company’s effort or inputs to the satisfaction of a performance obligation over time as work progresses because of the continuous transfer of control to the customer and the Company’s right to bill the customer as costs are incurred.
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 issue 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.
The Company uses the ratio of actual costs incurred to total estimated costs since costs incurred (an input method) represent a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and subcontractors. Contract costs typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. Changes in estimates can routinely occur over the contract term for a variety of reasons including, changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. When the outcome of the contract cannot be reasonably measured, revenue is recognized only to the extent of contract costs incurred that are expected to be recovered. In situations where the estimated costs to perform exceeds the consideration to be received, the Company accrues the entire estimated loss during the period the loss becomes known.
| F-15 |
The Company’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends.
The Company recognizes claims against vendors, sub-consultants, subcontractors and others as a reduction in costs when the contract establishes enforceability, and the amounts of recovery are reasonably estimable and probable. Reduction in costs is recognized at the lesser of the amount management expects to recover or costs incurred.
As
of September 30, 2025, the Company had transaction price allocated to remaining performance for design and fit out projects amounting
to $
Project Management Services
The Company provides project management services as part of its comprehensive architectural design offerings. The performance obligation is identified as the delivery of these project management services to the customer. Given that the promises to be delivered under the contract constitute a single performance obligation, no allocation of the transaction price is required. The Company has concluded that its performance obligation in providing project management services meets the criteria for recognition over time under ASC 606-10-25-27(a). This criterion is met when the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it occurs. Revenue from project management services is recognized over time, evenly throughout the service period. The total contract price is determined at the inception of the contract and is allocated proportionally over the service period. This method ensures that revenue recognition reflects the continuous transfer of control of the services to the customer on a straight-line basis.
As
of September 30, 2025, the Company had transaction price allocated to remaining performance for project management services projects
amounting to $
Application Services
The Company provides application services as part of its comprehensive architectural design offerings. The performance obligation is identified as the approval acquired. Given that the promises to be delivered under the contract constitute a single performance obligation, no allocation of the transaction price is required. The Company has determined that its performance obligation in providing application services meets the criteria for recognition at a point time under ASC 606, as control is transferred to the customer upon application approval acquired.
As
of September 30, 2025, the Company had transaction price allocated to remaining performance for project management services projects
amounting to $
| F-16 |
Design-only Services
The Company identifies the delivery of design-only services to the customer as the performance obligation in the contract. Since the promises under the contract constitute a single performance obligation, there is no requirement for an allocation of the transaction price. As a provider of professional architectural design services, the Company recognizes revenue based on the progress of its work over time, using an input method that reflects the continuous transfer of control to the customer and aligns with the Company’s right to bill as costs are incurred.
As
of September 30, 2025, the Company had transaction price allocated to remaining performance for design-only services projects amounting
to $
The Company’s key revenues streams are as below:
SCHEDULE OF KEY REVENUE STREAMS
| 2025 | 2024 | |||||||
| For the six-month ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Project Income | ||||||||
| Design and fit-out | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
| Revenue Project Income | $ | $ | ||||||
Warranty
The
Company generally provides limited warranties for work performed under its contracts. At the time a sale is recognized, the Company records
estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warranties are
not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty
experience or Company’s best estimate. There were no such reserves for the six-month ended September 30, 2025 and 2024 because
the Company’s historical warranty expenses were immaterial to the Company’s unaudited condensed consolidated financial statements.
As such, there were
Contract Assets and Contract Liabilities
Projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on consolidated balance sheets as “Contract assets”. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined.
Contract assets have billing term with unconditional right to be billed beyond one year are classified as non-current assets.
Contract liabilities on uncompleted contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized and provisions for losses. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities.
| F-17 |
Selling, General and Administrative Expenses
Selling,
general, and administrative (“SG&A”) expenses consist primarily of rent, insurance, utilities, and other customary operating
expenses. All the costs are charged to operations when incurred. The Company recorded selling, general and administrative expenses of
$
Advertising and Marketing Expenses
Advertising
expenses primarily include costs related to online marketing, promotional materials and industry publications, and participation in design
exhibitions and trade shows. The Company recorded advertising expense of $
Government Subsidies
Government
subsidies primarily relate to non-recurring entitlements granted by the Hong Kong government pursuant to the SME Export Marketing Fund.
The Company recognizes government subsidies as other income when they are received because they are not subject to any past or future
conditions. Government subsidies received and recognized as other income totaled $
Cost of Revenue
The Company’s cost of revenue is primarily comprised of the material, subcontracting labor and overhead costs. These costs are expenses as incurred.
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.
The
Company believes there were
| F-18 |
Comprehensive Income (Loss)
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of foreign currency translation adjustments resulting from the Company translating its unaudited condensed consolidated financial statements from functional currency into reporting currency.
The Company computes earnings/(net loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of September 30, 2025 and March 31, 2025, there were dilutive shares.
Segment Reporting
The
Company operates as
Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
| F-19 |
Significant Risks
Currency Risk
The Group’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Group considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.
Concentration and Credit Risk
Financial
instruments that potentially subject the Company to the concentration of credit risks consist of cash and cash equivalents and accounts
receivable. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company
deposits its cash and cash equivalents with financial institutions located in Hong Kong. As of September 30, 2025 and March 31, 2025,
$
For
the six months ended September 30, 2025 and 2024, the Company’s assets were mainly located in Hong Kong and all of the Company’s
revenue were derived from Hong Kong. For the six months ended September 30, 2025, one customer accounted for approximately
For
the six months ended September 30, 2025, one subcontractor accounted for approximately
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the interest risk exposure.
Subsequent event
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the unaudited condensed consolidated financial statements are presented.
| F-20 |
Recently issued accounting pronouncements
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements once adopted. We are currently evaluating the provisions of this ASU.
In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.
Recently adopted accounting pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this ASU retrospectively on December 31, 2024. Refer to Note 14, Segment Reporting and Information about Geographic Areas for the inclusion of the new required disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date; or follow a modified transition approach that is based on the status of the respective projects and whether software costs were capitalized before the date of adoption; or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is permitted. We are currently evaluating the provisions of this ASU.
| F-21 |
NOTE 3. ACCOUNT RECEIVABLES, NET
Accounts receivable, net consisted of the following at September 30, 2025 and March 31, 2025:
SCHEDULE OF ACCOUNTS RECEIVABLES, NET
| September 30, 2025 | March 31, 2025 | |||||||
| Accounts receivable | $ | |||||||
| Less: allowance for doubtful accounts | ( | ) | ||||||
| Accounts receivable, net | $ | |||||||
The movement of allowance for doubtful accounts are as follows:
SCHEDULE OF MOVEMENT OF ALLOWANCE FOR DOUBTFUL ACCOUNTS
| September 30, 2025 | March 31, 2025 | |||||||
| Beginning balance | $ | | ||||||
| Write-off | ( | ) | ||||||
| Addition | ||||||||
| Exchange difference | ||||||||
| Ending balance | $ | |||||||
NOTE 4. CONTRACT ASSETS/(LIABILITIES)
Projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on the Company’s balance sheets as “Contract assets”. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined. Contract assets that have billing terms with unconditional rights to be billed beyond one year are classified as non-current assets.
Contract assets consisted of the following at September 30, 2025 and March 31, 2025:
SCHEDULE OF CONTRACT ASSETS
| September 30, 2025 | March 31, 2025 | |||||||
| Revenue recognized to date | $ | $ | ||||||
| Less: progress billings to date | ( | ) | ( | ) | ||||
| Exchange difference | ( | ) | ||||||
| Contract assets | $ | $ | ||||||
| Contract assets, current | $ | $ | ||||||
| F-22 |
Contract liabilities consisted of the following at September 30, 2025 and March 31, 2025:
SCHEDULE OF CONTRACT LIABILITIES
| September 30, 2025 | March 31, 2025 | |||||||
| Billings in advance of performance obligation under contracts | $ | |||||||
Contract liabilities related to contracts are balances due to customers under contracts. These arise if a particular milestone payment exceeds the revenue recognized to date under the cost-to-cost method.
The movement in contract liabilities is as follows:
SCHEDULE OF MOVEMENT IN CONTRACT LIABILITIES
| September 30, 2025 | March 31, 2025 | |||||||
| Beginning Balance | $ | $ | ||||||
| Decrease in contract liabilities as a result of recognizing revenue during the period was included in the contract liabilities at the beginning of the period | ( | ) | ( | ) | ||||
| Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | ||||||||
| Exchange difference | ||||||||
| Ending Balance | $ | $ | ||||||
NOTE 5. PROPERTY AND EQUIPMENT
Property and equipment, net consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT, NET
| September 30, 2025 | March 31, 2025 | |||||||
| Equipment | ||||||||
| Hardware | ||||||||
| Less: accumulated depreciation | ( | ) | ||||||
| Property, plant and equipment, net | $ | $ | ||||||
During
the six months ended September 30, 2025 and 2024, the Company incurred depreciation expense of $
NOTE 6. INTANGIBLE ASSETS
On
May 23, 2025, the Company entered into a Co-Development Agreement with Alan to AI Consultancy Co. Limited (“the Contractor”)
for the co-development of the OFA TransBIM system. This system is an AI software designed for architecture design and automated generation
of structural and MEP (Mechanical, Electrical, and Plumbing) construction drawings. Under the agreement, while the core TransBIM system
intellectual property (IP) initially remains with the Contractor, the Company secures a perpetual, irrevocable, worldwide, royalty-free
license to use, modify, and distribute the software, including access to its source code. Crucially, the Company holds 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. Furthermore, the Company has an 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”). All development fees paid by the Company will be converted towards the acquisition cost if this option is exercised.
The total contractual consideration for the acquisition was $
| F-23 |
Intangible assets consisted of the following at each balance sheet date:
SCHEDULE OF INTANGIBLE ASSETS
| Estimated Useful Life (years) | September 30, 2025 | March 31, 2025 | ||||||||||
| Artificial intelligence software | $ | $ | ||||||||||
| Accumulated amortization | ||||||||||||
| Net book value | $ | $ | ||||||||||
Amortization of the intangible asset during the six months ended September 30, 2025 and 2024, was respectively.
The future amortization of the intangible asset is as follows:
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS
| Calendar Year | Amount | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total Intangible Asset Amortization | $ | |||
NOTE 7. RELATED PARTIES TRANSACTIONS
As
of September 30, 2025 and March 31, 2025, the Company had amounts due to related parties of $
On
April 2, 2024, the Company entered a $
| F-24 |
NOTE 8. LOAN PAYABLE
On
October 5, 2023, the Company borrowed a
On
January 2, 2025, due to a general decline in the market lending rate, the applicable annual interest rate was automatically adjusted
by the lender from
Bank borrowings are as follows as of September 30, 2025 and March 31, 2025:
SCHEDULE OF BANK BORROWINGS
| Interest rate | September 30, 2025 | March 31, 2025 | ||||||||||
| HSBC (Hong Kong) – 100% Guarantee Loan | % | $ | $ | |||||||||
| Less: current portion of long-term bank borrowings | ( | ) | ( | ) | ||||||||
| Non-current portion of long-term bank borrowings | $ | $ | ||||||||||
Interest
expense pertaining to the above bank borrowings for the six months ended September 30, 2025 and March 31, 2025 amounted to $
Maturities of the bank borrowings were as follows:
SCHEDULE OF MATURITIES OF LOAN PAYABLE
| As of | ||||
| September 30, 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total bank borrowings repayments | $ | |||
As of the date of this filing, the principal amount of the bank borrowings as of September 30, 2025 has not been repaid yet.
| F-25 |
NOTE 9. LEASE
The Company leases office space in Hong Kong under a non-cancelable operating lease agreement executed on June 26, 2023, with a term ending August 15, 2025. This lease has been extended to end on August 17, 2027.
In April 2024, the Company entered into two additional non-cancelable operating lease agreements for office spaces located in Rolling Hills Estates, California. The first lease commenced on April 10, 2024, and expired on November 30, 2025. The Company has renewed the lease agreement with leasing period from December 1, 2025 to December 31, 2026. The second lease began on April 22, 2024, and was terminated on April 30, 2025. In November 2024, the Company entered into another lease for office space in Rolling Hills Estates, which commenced on November 11, 2024, and will expire on December 31, 2025. The lease terminated in April 2025 has been extended to October 2025.
The balances for the operating leases where the Company is the lessee are presented within the balance sheets as follows:
SCHEDULE OF OPERATING LEASES
| As of | As of | |||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Operating leases: | ||||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Operating lease liabilities, current | $ | $ | ||||||
| Operating lease liabilities, noncurrent | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
The components of lease expenses for the six months ended September 30, 2025 and 2024 were as follows:
SCHEDULE OF LEASES EXPENSES
| 2025 | 2024 | |||||||
| For the six-month ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Operating lease cost | $ | $ | ||||||
| Cost of other leases with period less than one year and variable lease costs | ( | ) | ( | ) | ||||
| Lease expenses | $ | $ | ||||||
| Weighted average discount rate (%) | % | % | ||||||
Supplemental cash flow information related to leases for the six months ended September 30, 2025 and 2024 were as follows:
| F-26 |
SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES
| Cash paid for amounts included in the measurement of lease liabilities: | 2025 | 2024 | ||||||
| For the six -month ended September 30, | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | 2025 | 2024 | ||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Supplemental noncash information: | ||||||||
| Right-of-use assets obtained in exchange for lease obligation: | $ | $ | ||||||
As of September 30, 2025, the maturities of operating lease liabilities (excluding short-term lease) are as follows:
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES
| As of September 30, 2025 | Operating Lease | |||
| 2025 | $ | |||
| 2026 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
| Less: current portion | ( | ) | ||
| Lease obligations, noncurrent | $ | |||
NOTE 10. SHAREHOLDER’ EQUITY
Ordinary shares
In July 2024, Wong Li Hsien, OFA HK’s previous shareholder, sold ordinary shares of OFA HK to FNHK Inc. and shares to R-Opus Inc., while Chong Wai Wong, OFA HK’s previous shareholder, sold ordinary shares of OFA HK to CP COWORK LIMITED and shares to R-Opus Inc. Following the completion of the transactions, FNHK Inc., R-Opus Inc. and CP COWORK LIMITED became the new shareholders of OFA HK.
In August 2024, OFA Group was incorporated in the Cayman Islands and became the holding company pursuant to the Reorganization described in Note 1. In connection with the Reorganization, authorized shares of OFA were designated as ordinary shares. Each ordinary share has $ par value and is entitled to one vote. Upon the Reorganization, on August 24, 2024, OFA issued an aggregate of ordinary shares to shareholders of OFA HK in exchange for respective equity interests that they held in OFA HK immediately before the Reorganization. Share data have been retrospectively restated to give effect to the reorganization that is discussed in Note 1.
On
April 2 2024, the Company entered a $
| F-27 |
On March 25, 2024, the Company also entered into agreements with certain consultants and advisors for services provided in connection with the Company’s initial public offering. Under the terms of these agreements, on September 25, 2024, the Company issued an aggregate of ordinary shares as consideration for advisory and consulting services rendered. The fair value of these ordinary shares was determined to be $ per share, as valued by an independent third party using the income approach. Based on this fair value, the total share-based compensation recognized amounted to $. Please refer to Note 10 for more information.
On
May 22, 2025, the Company completed its IPO of ordinary shares, par value $ per share, at a public offering price of $
per share, resulting in gross proceeds of approximately $
The Company is authorized to issue shares of ordinary shares, $ par value. As of September 30, 2025 and March 31, 2025, the Company had issued and outstanding ordinary shares of and , respectively. The ordinary shares were held in book entry form.
NOTE 11. INCOME TAXES
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company in the Cayman Islands to its shareholders, no Cayman Islands withholding tax will be imposed.
Hong Kong
In
accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within
Hong Kong at the applicable tax rate on taxable income. With effect from the year of assessment of 2018/2019, Hong Kong profit tax rates
are
U.S.
The
Company’s subsidiary OFA Financial was incorporated in Delaware and is treated as United States corporations for US federal income
tax purposes per the Internal Revenue Code (US) and are thereby subject to federal income tax on its worldwide income. The applicable
U.S. federal corporate income tax rate is
| F-28 |
The Company did not recognize a provision for income taxes for the six months ended September 30, 2025 and 2024.
The Company measures deferred tax assets and liabilities based on the difference between the audited consolidated financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax asset and liability are as follows as of September 30, 2025 and March 31, 2024:
SCHEDULE OF DEFERRED TAX ASSET
As of September 30, 2025 | As of March 31,2025 | |||||||
| Stock compensation | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Total deferred tax assets | | | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
There was no income tax payable as of September 30, 2025 and March 31, 2024.
As
of September 30, 2025, the Company had accumulated net operating loss carryforwards with an indefinite carry-forward period of approximately
$
The following table reconciles Hong Kong statutory rates to the Company’s effective tax:
SCHEDULE OF RECONCILIATION HONG KONG STATUTORY RATE AND EFFECTIVE TAX RATE
| 2025 | 2024 | |||||||
| For the Six Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Profit loss before income taxes | $ | ( | ) | $ | ( | ) | ||
| Hong Kong Profits Tax rate | % | % | ||||||
| Income taxes computed at Hong Kong Profits Tax rate | ( | ) | ( | ) | ||||
| Reconciling items: | ||||||||
| Change in valuation allowance | ||||||||
| Income tax expense | $ | $ | ||||||
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of March 31, 2025 and 2024, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income taxes for the six months ended September 30, 2025, and 2024. The Company also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from March 31, 2025.
| F-29 |
On
September 25, 2024, the Company issued ordinary shares for professional services provided for the initial public offering.
The total fair value of the shares issued was $
| Fair value per share | ||||
| Discount rate (after tax) | % | |||
| Discount for lack of marketability (“DLOM”) | % |
On April 28, 2025, the Company entered into a service agreement (the “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 shares of its ordinary shares to Greentree. The service fees were considered fully earned upon the execution of the Agreement. The Company recognized stock-based compensation expense based on the fair value of the shares at $ per share, referencing the market price on May 19, 2025, the date the Company’s shares commenced trading. Accordingly, the Company recognized stock-based compensation expense of $ related to this grant during the period ended September 30,2025. On December 18, 2025, the Company and Greentree entered into an amendment to the Agreement (the “Addendum”). Under the terms of the Addendum, the Company agreed to issue an additional shares of ordinary shares to Greentree as a professional service fee. These shares were issued and vested immediately upon the signing of the Addendum.
On
August 30, 2024, the Company entered into an Executive Employment Agreement with Mr. Li Hsien Wong, the Chief Executive Officer. The
agreement became effective on May 15, 2025 (the “Effective Date”), coinciding with the effectiveness of the Company’s
registration statement on Form F-1. Pursuant to the agreement, Mr. Wong is entitled to an annual equity grant of ordinary shares.
For the calendar year 2025, Mr. Wong will receive an initial grant pro-rated for the period from the Effective Date through December
31, 2025.
NOTE 13. COMMITMENTS AND CONTINGENCIES
Commitments
As of September 30, 2025, the Company did not have any significant capital and other commitments.
| F-30 |
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its financial position, cash flows or results of operations on an individual basis or in the aggregate. As of September 30, 2025 and March 31, 2025, the Company is not a party to any material legal or administrative proceedings.
NOTE 14. SEGMENT INFORMATION
In accordance with ASC 280-10, Segment Reporting: Overall, the CODM reviews the consolidated results of operations when making decisions about allocating resources and assessing performance of the Company as a whole; hence, the Company has only one operating segment.
The Company’s segment profit or loss is measured using gross profit, which is the primary performance metric utilized by management to evaluate the financial results and to make decisions regarding resource allocation. Although gross profit is reviewed by management for operational analysis, operating income (loss) is the primary measure used by the Company’s chief operating decision maker (CODM) for segment performance assessment and resource allocation. The Company concluded that the CODM is Mr. Li Hsien “Larry” Wong, CEO.
SCHEDULE OF SEGMENT INFORMATION
| Item | 2025 | 2024 | ||||||
As of September 30, and for the six months ended September 30, | ||||||||
| Item | 2025 | 2024 | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Segment operating loss | ( | ) | ( | ) | ||||
| Segment other income (expense) | ( | ) | ||||||
| Segment assets | ||||||||
NOTE 15. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were available to be issued. Other than as set forth below, there were no material subsequent events that required recognition or additional disclosure in the unaudited condensed consolidated financial statements presented.
Letter of Intent - Joint Venture
On
August 19, 2025, the Company entered into a binding letter of intent with Next Investment LLC to form a joint venture for the development
and operation of a senior care facility in Indiana. Under the proposed arrangement, the Company and Next would own
| F-31 |
Securities Purchase Agreement
On
October 29, 2025, the Company entered into a securities purchase agreement with certain investors pursuant to which, subject to shareholder
approval and satisfaction of other customary conditions, the Company may issue and sell up to an aggregate of US$
Extraordinary General Meeting of Shareholders
On November 24, 2025, the Company held an extraordinary general meeting of shareholders (the “EGM”).
At the EGM, the Company’s shareholders approved the following proposals:
(i) Proposal 1: As an ordinary resolution, to increase the Company’s authorized share capital from US$ divided into ordinary shares of a par value of US$ each, to US$ divided into ordinary shares of a par value of US$ each;
(ii)
Proposal 2: As an ordinary resolution, subject to the approval of Proposal 1 by the shareholders, to amend the authorized share capital
of the Company by (i) re-classifying and re-designating ordinary shares as Class A ordinary shares, par value
US$, each with
(iii) Proposal 3: As a special resolution, subject to the approval of Proposal 1 and Proposal 2 by the shareholders, to amend and restate the Company’s amended and restated memorandum and articles of association (the “M&A”) by the deletion in their entirety and to approve and adopt the substitution in their place of the second amended and restated memorandum and articles of association (the “Second M&A”), with immediate effect in substitution for and to the exclusion of the M&A;
(iv)
Proposal 4: As an ordinary resolution, subject to the approval of Proposals 1 – 3 by the shareholders, to issue
Class B Ordinary Shares each in the capital of the Company
to FNHK Inc., CP COWORK LIMITED and R-OPUS Inc. at par value each, for an aggregate consideration of US$
| F-32 |
(v)
Proposal 5: As an ordinary resolution, (i) the Company be authorized to enter into, execute, deliver and perform all obligations under
the Securities Purchase Agreement (the “Purchase Agreement”), the Certificate of Designations of Series A Convertible Preferred
Shares, par value UD$ per share (the “CoD”) and the Registration Rights Agreement (the “RRA,” and together
with the Purchase Agreement and the CoD, the “Transaction Documents”), in each case substantially in the forms presented
to the shareholders; (ii) the Company is authorized to issue and sell up to Series A Convertible Preferred Shares (the “Preferred
Shares”), having an aggregate stated value of up to US$
(vi) Proposal 6: As an ordinary resolution, to establish and maintain a digital asset treasury for the purpose of holding, managing and investing in digital assets including cryptocurrencies and blockchain-based assets; and
(vii) Proposal 7: As an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve any other proposal(s).
Nasdaq Deficiency Letter
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until June 9, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s ordinary shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance by June 9, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary.
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.”
| F-33 |
Exhibit 99.3
CO-DEVELOPMENT AGREEMENT
THIS CO-DEVELOPMENT AGREEMENT (the “Agreement”) is made effective as of May 23, 2025 by and between Office for Fine Architecture Limited, a Hong Kong Limited Company with its registered office at Unit B, 16/F., Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong. (the “Company”), and Alan to AI Consultancy Co. Limited located at Room 8, 12/F Wayson Commercial Building, 28 Connaught Road West, Sheung Wan, Hong Kong (“Contractor”). For purposes hereof, the Company and Contractor may collectively be referred to as the “Parties.”
BACKGROUND INFORMATION
A. WHEREAS, the Company desires to contract with Contractor pursuant to the terms and conditions of this Agreement for certain co-development services related to architecture design and tools for artificial intelligence software, specifically the OFA TransBIM system; and
B. WHEREAS, Contractor desires to provide such co-development services to the Company upon the terms and subject to the conditions of this Agreement; and
C. WHEREAS, the OFA TransBIM system will be built upon Contractor’s existing TransBIM Chinese version and will be capable of accessing fundamental data from AutoCAD and Revit, and utilizing AI to intelligently compute and generate all Structural & MEP (Mechanical, Electrical and Plumbing) construction drawings; and
D. WHEREAS, this Agreement is contingent upon the execution of Contractor’s agreement with TransBIM, which is a prerequisite for providing the Services contemplated in this Agreement.
PROVISIONS
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions.
1.1 “Acceptance” means the Company’s acceptance of the Deliverables ordered by the Company and provided by Contractor as specified in Section 2.3.
1.2 “Acceptance Test Period” means the length of time specified in a Schedule (if not specified, a period of no less than thirty (30) working days) during which the Acceptance Tests are performed by the Company.
1.3 “Acceptance Tests” mean the analysis and tests that must be successfully completed by Contractor related to the Deliverables during the Acceptance Test Period. These tests include analysis, tests, demonstrations, or samples included or referenced in the applicable Schedule or Specifications to determine whether the AI Software or Deliverables to be developed from the Services meet the Specifications.
1.4 “Confidentiality Agreement, Work for Hire Agreement, Certificate of Originality” means the form attached as Attachment 1.4.
1.5 “Deliverables” means Delivery of the Deliverables specified in the applicable Schedule related to the Services.
1.6 “Delivery” means Contractor’s obligation to provide the Services that strictly conform to the Specifications. Contractor completes Delivery upon completing the Services and delivering the AI Software and Deliverables specified in the applicable Schedule. Notwithstanding the above, Delivery shall not be deemed completed until the Services and Deliverables strictly conform to the Specifications.
1.7 “Developments” mean any idea, invention, process, design, concept, or useful article (whether the design is ornamental or otherwise), formula, documentation, study, test, literary work, audiovisual work and any other work of authorship, hereafter expressed, made or conceived in the scope of the Services or under this Agreement and solely or jointly by Contractor during Contractor’s engagement whether or not subject to patent, copyright or other forms of protection.
1.8 “List of Separate Works” means the items identified in Attachment 1.8.
1.9 “Notice of Completion” means a written document provided by Contractor substantially in the form of Attachment 1.9. Contractor’s provision of the Notice of Completion is a representation and warranty that the Deliverables have been tested to ensure compliance and are in strict compliance with the Specifications.
1.10 “AI Software” means the OFA TransBIM system, including architecture design and tools for artificial intelligence software to be developed under this Agreement, including the functionality and features as set forth in the Specifications.
1.11 “Schedule” or “Schedules” means a schedule to be attached to this Agreement for the purpose of specifying Deliverables and Services to be provided under this Agreement.
1.12 “Services” means all labor or services provided in connection with this Agreement or an applicable Schedule required to develop the Deliverables in accordance with the Specifications.
1.13 “Specifications” mean the Company’s requirements, specifications and descriptions for development of the AI Software as set forth in Attachment 1.13.
1.14 “TransBIM Agreement” means the agreement between Contractor and TransBIM that is a prerequisite for providing the Services contemplated in this Agreement.
2. Scope of Services, Delivery, Performance, Acceptance and Changes.
2.1 Contractor will provide the Company with the Services described in one or more Schedules. To become effective, all Schedules must be signed by authorized representatives of the Parties. The Parties may use this Agreement for multiple Schedules to reflect additional services that may be provided by Contractor to the Company. The Company may engage any other person or entity to perform the Services with respect to any of the Deliverables. This Agreement is not intended to constitute an exclusive arrangement or any guarantee of a minimum amount of work in favor of Contractor.
2.2 Contractor shall provide the Company a Notice of Completion after Delivery. The Acceptance Test Period shall commence upon the Company’s receipt of: (i) Contractor’s Notice of Completion and (ii) the Deliverables. If the Deliverables do not meet the Specifications, the Company shall notify Contractor and provide Contractor an opportunity to cause such Deliverable to strictly comply with the Specifications. After any corrective action, Contractor shall provide a new Notice of Completion, and the Company shall have the right to start a new Acceptance Test Period. If the Deliverables successfully pass the Acceptance Tests during the Acceptance Test Period, the Company shall indicate its Acceptance by sending notice thereof to Contractor. In no event shall the Company’s use of the Deliverables during the Acceptance Test Period constitute Acceptance, nor will Acceptance be deemed to occur prior to the date Contractor completes its Delivery.
2.3 Condition Precedent. The Parties agree that this Agreement is contingent upon the execution of the TransBIM Agreement. If such agreement is not executed within thirty (30) days of the effective date of this Agreement, either Party may terminate this Agreement without any liability to the other Party. Contractor shall provide written confirmation to the Company once the TransBIM Agreement has been executed.
3. Fees for Services, Expenses and Payment.
3.1 The Company shall be responsible for all fees for the Services identified in the Schedules on the payment terms specified in the Schedules. In addition to fees for Services, the Company shall reimburse Contractor for all preapproved reasonable travel and lodging expenses incurred while performing the Services.
4. Representations, Warranty and Indemnification.
4.1 Contractor represents and warrants to the Company, in addition to all warranties implied by law, that the Services and Deliverables shall: (a) be free from defects in design, workmanship and/or materials, including, without limitation, such defects as could create a hazard to life or property, (b) meet all applicable requirements of all applicable U.S. federal, state and local laws and regulations and of all applicable laws and regulations of jurisdictions outside the United States where the Company conducts business, (c) not infringe or encroach any third party’s personal, contractual or proprietary rights, including, without limitation, patent, trademark, copyright, rights of privacy or publicity or trade secrets, (d) are of the best quality and conform to the Specifications and to all samples shown to the Company and have been tested in accordance with the Specifications, and (e) be free and clear of all third party liens, claims and encumbrances of any kind. Contractor also represents and warrants that all of Contractor’s subcontractors, if any, have adhered to the same standards applicable to Contractor under this Agreement.
4.2 Contractor agrees to indemnify and hold harmless the Company and its subsidiaries, directors, officers, employees, representatives and agents (collectively, the “Company Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, expenses, interest, claims, actions, suits, investigations, proceedings, judgments, orders, or injuries (including death to any person or damage to property) of whatever nature, and including court costs and attorneys’ fees and disbursements, whether suit is instituted or not, and, if instituted, whether at any trial or appellate level and whether raised by the Company or a third party, imposed on, incurred by or asserted against the Company Indemnitees or any of them, arising out of, in connection with or based upon in whole or in part: (i) any act or omission by Contractor; and (ii) any breach of the obligations, representations, warranties or covenants of Contractor contained herein or provided by law. It is the intent of the Parties that this indemnity apply regardless of whether or not such liability was caused in part by the Company’s own negligence or that of the other parties indemnified under this section, excluding only any liability arising from the sole negligence of the Company. Contractor agrees not to implead or bring any action against any Indemnified Party based on any claim by any person for personal injury or death that occurs in the course or scope of employment of such person by Contractor and relates to Contractor’s performance under this Agreement.
4.3 The Company agrees to indemnify and hold harmless Contractor and its directors, officers, employees, representatives and agents (collectively, the “Contractor Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, interest, claims, actions, suits, investigations, proceedings, judgments, orders, or injuries (including death to any person or damage to property) of whatever nature, and including court costs and attorneys’ fees and disbursements, whether suit is instituted or not, and, if instituted, whether at any trial or appellate level and whether raised by Contractor or a third party, imposed on, incurred by or asserted against Contractor Indemnitees or any of them, arising out of, in connection with or based upon the performance or failure to perform by the Company and its employees, officers, directors, agents and representatives of the Company’s duties and obligations under or pursuant to this Agreement.
4.4 The terms “indemnified party” and “indemnifying party” refer to the Company and Contractor as the case may be. The indemnified party agrees to notify the indemnifying party in writing as soon as practicable of any circumstance, accident, claim or occurrence covered by the foregoing indemnity of which the indemnified party may have knowledge and to cooperate with the indemnifying party in the investigation and/or defense. The indemnification obligations of the parties shall survive the expiration or termination of this Agreement. With respect to claims for which indemnification is payable under this Agreement, such indemnification shall be paid by the indemnifying party on a current basis upon receipt of such vouchers and other supporting documentation as may reasonably be requested. Indemnifying party shall promptly upon receiving notice of such claim, suit or proceeding, assume the defense of the indemnified parties at its sole cost, and (whether the indemnifying party assumes such defense or for any reason fails or refuses to assume such defense) the indemnifying party shall pay any and all sums which any indemnified party becomes legally obligated to pay as a result of such claim, suit or proceeding. If a material conflict of interest arises with respect to the representation of both the indemnified party and the indemnifying party by the indemnifying parties counsel, the indemnifying party shall also pay the reasonable fees of defense counsel retained directly and solely by the indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense or settlement of such claim, suit or proceeding, provided that indemnifying party shall obtain the indemnified party’s prior written consent to any compromise, settlement or consent judgment which affects the Company’s rights or interests. The indemnifying party further agrees to pay the reasonable costs and attorney’s fees of any indemnified party to the extent necessary to enforce such indemnified party’s rights under this Agreement.
5. Ownership of the Company Marks, Special Features and Developments.
5.1 Contractor acknowledges and agrees that all right, title and interest in and to any trade name, trademark and service mark conceived or used by the Company, including any logotypes, designs and trade dress, and applications and registrations related thereto anywhere in the world, as well as any slogans, tag lines, ad themes and creative works in any media (collectively the “Company Indicia”), including any tool, die, pattern, artwork or equipment, formulas, designs, patents, trade names, trademarks, service marks or trade dress which are supplied by the Company or which are distinctive of the Company’s private label or licensed label products everywhere in the world (“Special Features”) are the sole and exclusive property of the Company or its licensor. The Company Indicia and Special Features shall be used by Contractor only for the Company pursuant to the terms of this Agreement.
5.2 Invention Assignment.
(a) Contractor hereby grants, transfers and assigns to the Company all of Contractor’s rights, title and interest, if any, in any and all Developments, including rights to translation and reproductions in all forms or formats and the copyrights and patent rights thereto, if any, and Contractor agrees that the Company may copyright or patent said materials in the Company’s name and secure renewal, reissues and extensions of such copyrights or patents for such periods of time as the law may permit.
(b) Contractor agrees that all Services (and all resulting work products and derivative works including, but not limited to the Deliverables and modifications to the Special Features) performed hereunder shall be work-for-hire for the benefit of the Company.
(c) Contractor acknowledges that the copyrights in Developments created by Contractor belong to the Company by operation of law, or may belong to a party engaged by the Company by operation of law pursuant to a works for hire contract between the Company and such contracted party. To the extent the copyrights in such works may not be owned by the Company or such contracted party by operation of law, Contractor hereby assigns to the Company or such contracted party, as the case may be, all copyrights (if any) Contractor may have in Developments.
(d) Items not assigned by this Section must be listed and described in the List of Separate Works. Contractor agrees not to include any part of such items in the Deliverables unless and until such items are licensed or assigned to the Company under separate written agreement.
(e) At all times hereafter, Contractor agrees promptly to disclose to the Company all Developments, to execute separate written assignments to the Company at the Company’s request, and to assist the Company in obtaining patents or copyrights in the U.S. and in other countries, on any Developments assigned to the Company that the Company, in its sole discretion, seeks to patent or copyright. Contractor also agrees to sign all documents, and do all things necessary to obtain such patents or copyrights, to further assign them to the Company, and to reasonably protect them and the Company against infringement by other parties at the Company expense with the Company prior approval.
(f) Contractor shall keep complete, accurate, and authentic information and records on all Developments in the manner and form reasonably requested by the Company. Such information and records, and all copies thereof, shall be the property of the Company as to any Developments assigned to the Company. Contractor agrees to promptly surrender such information and records at the request of the Company as to any Developments.
(g) The Developer agrees that all Client Data, including backups and any related data processing, shall be hosted, stored, and maintained exclusively on servers physically located within the United States of America. The Developer shall not transfer, replicate, or allow access to Client Data from any location outside the United States without the prior written consent of the Company.
The Developer shall ensure that all data handling practices comply with applicable data protection and privacy laws, including but not limited to the California Consumer Privacy Act (CCPA), the Health Insurance Portability and Accountability Act (HIPAA), and any other relevant U.S. federal or state regulations governing data privacy and security. The Developer is also responsible for implementing industry-standard security measures to protect Client Data from unauthorized access, disclosure, or loss.
This provision is deemed material to the Agreement. Any breach of this clause shall be considered a material breach, giving the Client the right to terminate the Agreement immediately and seek all applicable remedies.
5.3 TransBIM System Intellectual Property.
(a) Notwithstanding anything to the contrary in this Agreement, the Parties expressly agree that all intellectual property rights, title, and interest in and to the TransBIM system software and any improvements, modifications, adaptations, enhancements, or derivative works developed under this Agreement shall be the sole and exclusive property of Contractor. However, the Company shall have a perpetual, irrevocable, worldwide, exclusive, and royalty-free license (the “License”) to:
(i) use, access, operate, execute, reproduce, copy, modify, translate, market, publicly display, publicly perform, and create derivative works of the TransBIM system software;
(ii) distribute, sublicense, lease, rent, loan, or otherwise make available the TransBIM system software to third parties;
(iii) incorporate the TransBIM system software, in whole or in part, into other products or services;
(iv) use the TransBIM system software in conjunction with other products, software, or systems;
(v) make any and all other uses of the TransBIM system software as may be necessary or desirable for the Company’s business purposes; and
(vi) authorize third parties to do any of the foregoing on the Company’s behalf.
(b) The License granted herein:
(i) shall be exclusive in the territories of North America and Hong Kong for a period of five (5) years from the date of final completion, and non-exclusive in all other territories;
(ii) after the initial five (5) year period, shall convert to a perpetual, irrevocable, worldwide, non-exclusive license with the same scope and rights;
(iii) includes the right to sublicense, transfer, and assign the Company’s rights to third parties, without requiring additional consent from or payment to Contractor;
(iv) includes all current and future methods of accessing and using the TransBIM system software, whether currently known or later developed;
(v) covers all versions, updates, upgrades, improvements, and derivative works of the TransBIM system software;
(vi) includes access to and use of the source code of the TransBIM system software, including the right to modify such source code; and
(vii) shall survive any termination or expiration of this Agreement.
(c) Contractor shall execute any documents reasonably necessary to perfect the Company’s License rights and shall deliver to the Company all materials, including source code, necessary for the Company to fully exercise its rights under the License.
(d) Contractor warrants and represents that it has or will have all necessary rights to grant the License and that the Company’s exercise of the License will not infringe any third-party intellectual property rights.
(e) The Company shall have exclusive rights for the use, management, and operation of the system in North America and Hong Kong for a period of five (5) years from the date of final completion of the system. This includes the naming rights for the system.
(f) The Company shall have the option to either purchase the intellectual property (IP) rights for the North American and Hong Kong version of the system or to acquire a portion or the entirety of the equity in Contractor’s company within three (3) years from the date of final completion of the system. The specific price for either option shall be based on a fair valuation determined by an independent third party mutually agreed upon by the Parties.
(d) Should the Company proceed with the purchase of the system IP or the acquisition of shares in Contractor’s company, all system development service fees already paid by the Company shall be automatically converted as part of the acquisition cost.
6. Non-Solicitation of the Company Employees, Protection of Trade Secrets.
6.1 To protect the Company’s “Confidential Information” as hereinafter defined, and its relationships with its employees, Contractor will not, during the term of this Agreement and for twelve (12) months immediately following its termination (or expiration, if applicable), either as an individual on Contractor’s own account or as a partner, employee, agent, contractor, officer, director, stockholder, or otherwise:
(a) Hire, solicit for hire, refer, or retain the services of any the Company employee for any matter whatsoever during the period of time which said employee is employed by the Company and for twelve (12) months thereafter; or
(b) Engage in, consult with, or accept employment from any business in current or prospective competition with the Company where such engagement, consultation, or employment is likely to require Contractor to use or disclose Confidential Information.
6.2 Confidentiality. Contractor acknowledges that as a result of the performance of the Services, it will have knowledge of, and access to, proprietary and confidential information of the Company, including, without limitation, the terms of this Agreement, prices charged and paid by the Company, customers and suppliers, the Special Features, the Deliverables, its components and packaging, processes, formulae, ideas, concepts, technical or manufacturing know-how, trade secrets, operational methods, marketing strategies, product development techniques, plans, cost information (collectively, the “Confidential Information”); and that the Confidential Information constitutes valuable, special and unique assets of the Company developed or acquired at great expense and which are the exclusive property of the Company. Contractor agrees that it will: (i) keep strictly confidential the Confidential Information and not reveal, report, publish, transfer or otherwise disclose any such information to any person without the prior written consent of the Company, except for responsible officers or employees who are in a contractual or fiduciary relationship with the Company and have a need to know such information for purposes of performing the Services and are aware of the confidential nature of such information and agree to be bound by this provision, (ii) not use or attempt to use, or permit its employees and representatives to use, the Confidential Information other than for the purposes contemplated in this Agreement or in any manner which may injure or cause loss, directly or indirectly, to the Company, including, without limitation, developing products for others, (iii) immediately upon request by the Company at any time in its sole discretion, return or destroy, at the Company’s option, all Confidential Information and writings based thereon, including without limitation electronic copies thereof. Contractor agrees that it shall be liable for any breach of this provision by its employees, agents or representatives and (iv) have each employee or contractor of Contractor who provides any services under this Agreement to the Company sign the Company’s standard Confidentiality Agreement, Work for Hire Agreement or any other forms reasonably requested by the Company. All such forms must be signed prior to the performance of any work by such individual. The Company may withhold payment on any amounts billed for individuals who have not signed the Company’s required forms.
7. Term and Termination of the Agreement.
7.1 The term of this Agreement shall commence as of the Agreement Date and shall remain in effect until thirty (30) days following the date that the Company gives Contractor written notice of termination. In the event of a material breach of this Agreement by either Party, which is not cured within ten (10) days of its receipt of written notice thereof, this Agreement may be immediately terminated by the non-breaching party.
7.2 In the event of the termination or expiration of this Agreement, the following provisions shall apply:
(a) Unless otherwise agreed upon in writing by the Parties, Contractor shall cease performing Services and shall submit an invoice for any amounts which may be due Contractor under this Agreement as of the date of termination;
(b) Contractor shall deliver to the Company all Developments, Confidential Information and materials, including those materials referred to in Sections 5 and 6 of this Agreement, together with all copies thereof, in Contractor’s possession or under Contractor’s control and to certify in writing to the Company that all of such materials have so been returned; and
(c) The Parties agree to cooperate fully and to provide promptly all information necessary or useful relating hereto.
7.3 The duties and obligations of Sections 4, 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement.
8. Miscellaneous.
8.1 Status of Contractor. In performing the Services, nothing in this Agreement shall be construed to create the relationship of employer-employee, principal-agent or master-servant, either expressed or implied. Further, the relationship between the Parties is that of contract, Contractor being an independent contractor, free from interference or control by the Company in the performance of Services, subject only to the terms of this Agreement. Neither the Company nor Contractor has the authority to bind or incur any obligation for the other, and each agrees that Contractor will not hold itself out to any third party as having, or act toward any third party in any manner which would suggest that they have, any such authority.
8.2 Taxes, Insurance and Compliance With Laws. Contractor acknowledges that, as an independent contractor, Contractor is not covered by the Company’s workers’ or unemployment compensation insurance. Additionally, Contractor agrees that no withholding will be made by the Company for any Federal, state, local, Social Security, Medicare or other taxes (for any governmental or other agency) from any amounts paid to Contractor by the Company under this Agreement. Contractor further agrees to be solely and personally responsible for the payment of all such taxes from the compensation or other remuneration paid Contractor under this Agreement. In performing its duties under this Agreement, Contractor will comply with all applicable laws and regulations.
8.3 All communications between the Parties with respect to any of the provisions of this Agreement shall be in writing, and shall be sent by personal delivery or by airmail, facsimile transmission or other commercial means of rapid delivery, postage or costs of transmission and delivery prepaid, to Contractor as set forth in the preamble of this Agreement, or to the Company (attention the Company Contact Person with a copy to Legal Department), until such time as either Party provides the other not less than ten (10) days’ prior written notice of a change of address in accordance with these provisions.
8.4 This Agreement is based on the professional services of Contractor. No Services or rights or obligations associated therewith may be assigned or transferred by Contractor without the prior written consent of the Company. Any attempt by Contractor to assign or transfer any of the rights, duties, or obligations of this Agreement without the Company’s written consent is void.
8.5 Contractor understands and agrees that the Company may suffer irreparable harm in the event that Contractor breaches any of Contractor’s obligations under this Agreement. Accordingly, Contractor agrees that, in the event of said breach, the Company, in addition to any other rights, remedies or damages available to it at law or in equity, the Company may be entitled to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or to restrain any such breach by Contractor and Contractor agrees to waive any requirement for a bond relating thereto.
8.6 Contractor represents that Contractor’s performance of all the terms of this Agreement and any Services to be rendered as an independent contractor of the Company do not and shall not breach any fiduciary or other duty or any covenant, agreement or understanding (including, without limitation, any agreement relating to any proprietary information, knowledge or data acquired by Contractor in confidence, trust or otherwise prior to its performing consulting services for the Company) to which Contractor is a party or by the terms of which Contractor may be bound. Contractor covenants and agrees that Contractor shall not disclose to the Company, or induce the Company to use, any such proprietary information, knowledge or data belonging to any previous employer, contractor or others. Contractor further covenants and agrees not to enter into any agreement or understanding, either written or oral, in conflict with the provisions of this Agreement.
8.7 This Agreement shall be interpreted and enforced in accordance with the laws of the Cayman Islands. Each of the parties submits to the exclusive jurisdiction of the courts of the Cayman Islands in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.
8.8 This Agreement and the agreements referenced herein represent the sole and entire agreement between the parties and supersedes any and all prior agreements, negotiations, and discussions between the parties or their respective counsel with respect to the subject matters covered in this Agreement.
8.9 If either party initiates proceedings for the other’s breach of this Agreement, the prevailing party shall recover attorneys’ fees and costs, including such fees and costs on any enforcement or appeal proceedings.
8.10 This Agreement may be executed in two counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same document.
8.11 Severability. Every provision of the Agreement is intended to be severable. If any term or provision of the Agreement is declared to be illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, the illegality, invalidity or unenforceability shall not affect the validity of the remainder of the Agreement.
8.12 Waivers. Except as otherwise provided herein, no waiver of any of the provisions of the Agreement shall be valid or effective unless in writing and signed by the parties hereto; and no waiver of any breach or condition of the Agreement shall be deemed to be a continuing waiver or a waiver of any other breach or condition.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Agreement Date first above written.
| CONTRACTOR: | ||
| Alan To AI Consultancy Co., Limited | ||
| BY: | /s/ Sik Lun To | |
| NAME: | Sik Lun To | |
| TITLE: | Director | |
| COMPANY: | ||
| Office for Fine Architecture Limited | ||
| BY: | /s/ Wai Wong Chong | |
| NAME: | Wai Wong Chong | |
| TITLE: | Director | |
CO-DEVELOPMENT AGREEMENT SCHEDULE 1
May 23, 2025 is a part of the attached Co-Development Agreement (“Development Agreement”) entered into between Office for Fine Architecture Limited, a Hong Kong limited company located at Unit B, 16/F., Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong. (the “Company”), and Alan to AI Consultancy Co. Limited located at Room 8, 12/F Wayson Commercial Building, 28 Connaught Road West, Sheung Wan, Hong Kong (“Contractor”). In the event of any conflicts between the provisions of this Schedule 1 and the Development Agreement, the provisions of this Schedule 1 shall be controlled.
Services and Fees
The Client shall agree to pay the Total Contract Price of USD $14,993,500 for execution of this Agreement and according to the payment terms below.
Payment Terms
The Client shall pay the Total Contract Price in the following payments schedule, corresponding to the successful completion of each project phase as outlined in Scope of Deliverables:
| ○ | 1st payment: 40% as deposit upon this Agreement signed | |
| ○ | 2nd payment: 40% upon delivery and acceptance of Phase 1 deliverables | |
| ○ | 3rd payment: 10% upon delivery and acceptance of Phase 2 deliverables | |
| ○ | 4th payment: 10% upon final delivery, acceptance, and system integration of Phase 3 deliverables |
Invoices and Payment Due Dates
All stages payment invoices issued under this Agreement shall be payable within 15 business days from the date of the invoice unless otherwise agreed. Payments shall be made in USD to the account designated by the Contractor.
Deliverables
In connection with the Services, Contractor shall provide to the Company the following Deliverables:
Phase 1 – Basic User Interface (UI) + Structural Plans
| 1. | User Interface (UI) Design |
Contractor shall design and implement a user interface (UI), ensuring intuitive navigation, compatibility with region-specific workflows, and adherence to common interface design standards for construction and engineering industries. The UI shall support and responsive display on various screen sizes.
| 2. | Complete Output Function for Structural Plans |
Contractor shall develop a fully functional module for the automated generation of structural plans. This functionality shall support the inclusion of foundations, beams, columns, and framing systems. Output formats shall include, at minimum, PDF, DWG, and IFC.
| 3. | Documentation for API Integration |
Contractor shall prepare and deliver technical documentation describing APIs for integration with external systems. This documentation shall include authentication mechanisms, input/output parameters, endpoint descriptions, and usage examples.
| 4. | User Manual for Basic Operations |
Contractor shall produce a comprehensive user manual detailing the step-by-step operation of the Phase 1 system, including annotated screenshots, feature explanations, and frequently asked questions (FAQs).
| 5. | Test Results for Structural Plan Generation |
Contractor shall conduct and document testing on the structural plan generation functionality, including unit tests, integration tests, and performance tests. Test reports shall include results, identified issues, and resolution logs.
Phase 2 – Mechanical, Electrical, Plumbing & Drainage Plan
| 1. | Complete Output Function for Mechanical Plans |
Contractor shall implement automated mechanical system design output, including HVAC layouts, duct routing, equipment schedules, and airflow zoning. Compliance with ASHRAE standards is required.
| 2. | Complete Output Function for Electrical Plans |
Contractor shall implement functionality to generate electrical plans, including lighting layouts, power distribution, circuitry, and panel schedules. All outputs shall be compliant with the National Electrical Code (NEC) and local U.S. standards.
| 3. | Complete Output Function for Plumbing Plans |
Contractor shall provide automated generation of plumbing system designs including potable water supply, pipe sizing, and riser diagrams. The system shall comply with the International Plumbing Code (IPC) or Uniform Plumbing Code (UPC).
| 4. | Complete Output Function for Drainage Plans |
Contractor shall implement features to generate waste and stormwater drainage plans, including slope specifications and pipe routing. Compliance with applicable drainage codes is required.
| 5. | Technical Documentation for Each Function |
Contractor shall deliver detailed documentation for each new function developed in Phase 2. Documentation shall describe system architecture, function parameters, and workflow logic.
| 6. | Test Results for All Implemented Functions |
Contractor shall provide complete testing documentation demonstrating functionality, compliance, and system stability for all systems developed in Phase 2.
| 7. | Updated User Manual |
Contractor shall revise the user manual to include new Phase 2 functionality with updated illustrations, instructions, and troubleshooting content.
Phase 3 – Integration and Finalization
| 1. | Final User Interface Design and Implementation Adapted for USA Users |
Contractor shall design and implement a user interface (UI) optimized for USA-based users, ensuring intuitive navigation, compatibility with region-specific workflows, and adherence to common interface design standards in the U.S. construction and engineering industries. The UI shall support major web browsers and responsive display on various screen sizes. Contractor shall refine and finalize the UI based on feedback from earlier phases. The final UI shall support full-feature access and workflow efficiency for users.
| 2. | Combined Functionality for All MEP & Structural Plans |
Contractor shall integrate all previously developed modules (structural, mechanical, electrical, plumbing, drainage) into a unified and interoperable system. The final product shall enable coordinated plan generation across all disciplines optimized for USA-based users.
| 3. | System-wide Test Results |
Contractor shall conduct full regression, performance, and user acceptance testing (UAT) for the integrated system and provide documented results, including error logs, resolutions, and sign-off sheets.
| 4. | Comprehensive User Documentation |
Contractor shall provide a complete user guide covering all system functionality, including onboarding instructions, workflow descriptions, troubleshooting guidance, and visual aids.
| 5. | Deployment Guide and Administrator Documentation |
Contractor shall prepare a technical deployment guide outlining system setup, environment requirements, deployment procedures, and maintenance recommendations. Administrator documentation shall include user role management, system configuration options, and security protocols.
Acceptance Criteria
| (a) | The Company will have 30 days to review and accept each phase’s deliverables. |
| (b) | Acceptance criteria for each phase will include: |
Compliance with the specified requirements and functionality
Performance benchmarks as defined in the technical specifications
Successful completion of all test cases with a pass rate of at least 95%
Delivery of all required documentation in a clear and comprehensive manner
Exclusive Rights
(a) Upon completion of all phases, the Company shall hold exclusive rights for the use, management, and operation of the OFA TransBIM system in North America and Hong Kong for a period of five (5) years.
(b) These exclusive rights include the naming rights for the system.
Option to Purchase
(a) The Company shall have the option to either purchase the intellectual property (IP) rights for the North American and Hong Kong version of the system or to acquire a portion or the entirety of the equity in Contractor’s company within three (3) years from the date of final completion.
(b) The specific price for either option shall be based on a fair valuation determined by an independent third party mutually agreed upon by the Parties.
(c) All system development service fees already paid by the Company shall be automatically converted as part of the acquisition cost should the Company proceed with the purchase of the system IP or the acquisition of shares in Contractor’s company.
Intellectual Property
All intellectual property created as part of this project, including but not limited to the AI architecture design, source code, algorithms, and documentation, shall be the sole and exclusive property of the Company, as outlined in the main Development Agreement.
Confidentiality
Contractor agrees to maintain strict confidentiality regarding all aspects of the project, including the AI architecture, tools, and any Company data used in the development process, as per the terms outlined in the main Development Agreement.
Support Services
(a) Contractor shall provide 24-hour online technical support services for the OFA TransBim system throughout the duration of this Agreement and for a period of one (1) year following the final acceptance of all deliverables.
(b) Contractor shall maintain a dedicated technical support team capable of addressing system issues, user questions, and performance concerns at any time, 24 hours per day, 7 days per week.
(c) Response times for critical issues shall not exceed 2 hours, and resolution times shall be in accordance with industry standards for similar enterprise software systems.
Workspace and Collaboration
(a) To facilitate communication regarding development progress, the Company shall have the right to station a system application technology team of up to five (5) people at Contractor’s development center.
(b) Contractor shall provide a dedicated workspace for the Company’s team at no additional cost for the duration of the development process.
(c) The Company’s onsite team shall have reasonable access to Contractor’s development team, testing environments, and project documentation to ensure effective collaboration and knowledge transfer.