{"url_path":"/sec/ofal/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-023062-index.html","accession_number":"0001493152-26-023062","cik":"0002036307","ticker":"OFAL","issuer_name":"OFA Group","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-023062-index.html","primary_entity_key":"0002036307","primary_entity_name":"OFA Group"},"word_count":406,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 8, 2026, OFA Group, Inc. (the “**Company**”) entered into a Real World Asset Tokenization Service Agreement (the “**Agreement**”)\nwith Vero 60 LLC and Vero Beach Land Development LLC, or its designated special purpose vehicle (the “**Client**”), in\nconnection with a proposed residential real estate development project located in Vero Beach, Florida (the “**Project**”).\n\n \n\nPursuant\nto the Agreement, the Company, through its Hearth RWA tokenization platform, will provide certain blockchain-based tokenization infrastructure\nand related technology services in connection with the Project. Such services include, among other things, the design and technical creation\nof digital tokens representing interests in a designated special purpose vehicle associated with the Project, development and deployment\nof smart contracts, digital asset registry infrastructure, integration of project-related documentation, and implementation of certain\ncompliance-enabled technical features.\n\n \n\nUnder\nthe Agreement, the Company is entitled to receive an aggregate platform technology fee of $7,500,000. The fee is payable in two milestone-based\ninstallments, consisting of (i) an initial installment equal to 50% of the total fee upon execution of the Agreement and delivery of\ncertain initial platform architecture and configuration materials, and (ii) a second installment equal to the remaining 50% upon initiation\nof deployment of platform infrastructure and token issuance setup, and full platform integration, in each case subject to invoicing and\nthe other terms and conditions of the Agreement. The Agreement provides that the fee constitutes compensation solely for technology and\ntokenization infrastructure services and is not contingent upon the success of any capital raising, token sale, or investment activity.\n\n \n\nThe\nAgreement further provides that the Company’s role is limited to technology infrastructure and platform services. The Agreement\nstates that the Company will not act as an issuer, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising\nintermediary in connection with the Project or any digital assets issued in connection therewith, and that the Client will remain solely\nresponsible for securities law compliance, offering structure, investor-related activities, and related matters.\n\n \n\nThe\nAgreement contains customary representations and warranties, confidentiality obligations, indemnification provisions, limitations of\nliability, and termination provisions. The Agreement will remain in effect until completion of the services described therein, unless\nearlier terminated in accordance with its terms.\n\n \n\nThe\nforegoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as\n**Exhibit 10.1** to this Current Report on Form 8-K and incorporated herein by reference."}