OFA Group

Lessor · Lessee · Location · Area (Square Meter) · Annual Rent · Term · Use

WellMake Investments Limited · Office for Fine Architecture Limited · Unit. B, 16th Floor Easy Tower No. 609 Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong · 81.3 square meters · $180,390 in HKD · 2 years (from August 16, 2025 to August 15, 2027) · Industrial / office (non-domestic use)

Regus Management Group, LLC · Office for Fine Architecture Limited · 609 Deep Valley Drive, Suite 200, Rolling Hills, California 90274 · 41.81 square meters · Rent negotiated monthly in the range of $1,923.70 to $3,318.40 · Month to month · Office

Strand Property Management, LLC · OFA Group · 3720 Skypark Drive, Torrance, California · 4,658 square meters · $117,381.60 · 5 years and 1 month from March 15, 2026 to April 14, 2031 · Office

Guangzhou Tiande Commercial Operations Management Co., Ltd. · Guangzhou Zhiyi Consulting Services Co., Ltd. · Room 2101, Sub-room No. 19, Linjiang Avenue No. 395, Guangzhou City, Guangdong Province, China · 10 seats · $26,090.74 · 1 year from December 26, 2025 to December 25, 2026. · Office

• The nature of our contracts, particularly any fixed-price contracts, subjects us to risks of cost overruns. We may experience reduced profits or losses if costs increase above budgets or estimates or the project experiences delays.
• Our failure to meet performance requirements or contractual schedules could adversely affect our business, financial condition and results of operations.
• The contracts in our backlog may be adjusted, canceled or suspended by our clients and, therefore, our backlog is not necessarily indicative of our future revenues or earnings.
• Our business and operating results could be adversely affected by losses under fixed-price contracts.
• Our services expose us to significant risks of liability and our insurance policies may not provide adequate coverage.
• In conducting our business, we depend on other contractors and subcontractors. If these parties fail to satisfy their obligations to us or other parties, or if we are unable to maintain these relationships, our revenue, profitability and growth prospects could be adversely affected.
• We depend on a few major customers with which we do not enter into long-term contracts, the loss of any of which could cause a significant decline in our revenues.
• Systems and information technology interruption could adversely impact our operations and financial results.
• Cybersecurity or privacy breaches, or systems and information technology interruption or failure could adversely impact our ability to operate or expose us to significant financial losses and reputational harm.
• We may need additional capital but may not be able to obtain it on favorable terms or at all.
• We have identified material weaknesses in our internal control over financial reporting. If we do not adequately remediate the material weaknesses, or if we experience additional material weakness in the future or otherwise fail to maintain effective internal controls, we may not be able to accurately or timely report our financial condition or results of operations, or comply with the accounting and reporting requirements applicable to public companies, which may adversely affect investor confidence in us and the market price of our Class A Ordinary Shares.
• Risks Related to Doing Business in Hong Kong
• A downturn in the Hong Kong or global economy, or a change in economic, social and/or political conditions in Hong Kong, could materially and adversely affect our Hong Kong operating subsidiary’s business and financial condition.
• Our Hong Kong operating subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our Class A Ordinary Shares.
• We may be negatively affected by adverse political or geopolitical developments that affects the conducting of business in Hong Kong.
• Changes in international trade policies, trade disputes, barriers to trade or the emergence of a trade war may dampen growth in markets where the majority of our customers reside.
• Fluctuations in exchange rates could result in foreign currency exchange losses to us and could impact our gross profit and gross margin.
• If the pegging system collapses and the value of the Hong Kong dollars against the US dollar is affected, our sales in the US or other US currency based regions may be affected.
• The costs of doing business in Hong Kong is high as compared to its surrounding regions.
• The PCAOB determinations provides that if the PCAOB board is unable to inspect or investigate completely registered public accounting firms headquartered in China or Hong Kong, a Special Administrative Region, because of a position taken by one or more authorities in China or Hong Kong it could result in the prohibition of trading in our securities by not being allowed to list on a U.S. exchange, and as a result an exchange may determine to delist our securities, which would materially affect the interest of our investors.
• We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers, and any failure to comply with applicable laws and regulations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.
• Our business concerning use of third party AI tools and our future plans concerning the development of proprietary AI tools may be materially and adversely affected by developments concerning AI regulations in Hong Kong.
• Failure to comply with Hong Kong Competition Law may result in material and adverse effect on our business, financial condition and results of operations.
• Failure to comply with PDPO may result in material and adverse effect on our business, financial condition and results of operations.
• Risks Related the Ownership of Class A Ordinary Shares
• Investors who buy Class A Ordinary Shares from our securityholders at different times will likely pay different prices.
• Sales of a substantial number of our Class A Ordinary Shares in the public market by our existing securityholders could cause the price of our ordinary share to fall.
• The trading market for our Class A Ordinary Shares is very new, and consistently robust and liquid trading market may not develop or be sustained over the long term.
• Nasdaq may apply additional and more stringent criteria for our continued listing because we plan to have a small public offering and insiders will hold a large portion of our listed securities.
• Our three main shareholders, including our Chief Executive Officer and our Chief Technology Officer, beneficially own an aggregate of 16,982,076 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares as of the date of this report, representing approximately 98.22% of the voting power of our outstanding share capital, and will have significant influence over all corporate matters for which shareholder approval is required.
• The conversion of our Preferred Shares may result in substantial dilution to existing shareholders, and the number of Class A Ordinary Shares issuable upon conversion may increase if the market price of our Class A Ordinary Shares declines.
• The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.
• Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Class A Ordinary Shares.
• The future sales of Class A Ordinary Shares by existing shareholders may adversely affect the market price of our ordinary share.
• If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.
• The sale or availability for sale of substantial amounts of our Class A Ordinary Shares could adversely affect their market price.
• Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for return on your investment.
• You must rely on the judgment of our management as to the use of the net proceeds from future financings, and such use may not produce income or increase our share price.
• If we are classified as a passive foreign investment company, United States taxpayers who own our Class A Ordinary Shares may have adverse United States federal income tax consequences.
• We may issue additional Ordinary Shares or preference shares in the future. Any such issuances would dilute the interest of our shareholders and likely present other risks.
• The Second M&A that we adopted contain anti-takeover provisions and the Class B Ordinary Shares we issued have anti-takeover effects that could have a material adverse effect on the rights of holders of our Class A Ordinary Shares.
• We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
• You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
• You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.
• Certain judgments obtained against us by our shareholders may not be enforceable.
• We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
• We incur significantly increased costs and devote substantial management time as a result of the listing of our Class A Ordinary Shares.
• Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
• Risks Related to Our Cryptocurrency Treasure Strategy
• We may use the net proceeds from any future offering to purchase cryptocurrency, the price of which has been, and will likely continue to be, highly volatile.
• Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of bitcoin and the market price of our Class A Ordinary Shares.
• We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations.
• Our ability to execute our business plan depends on the successful development, deployment, and commercialization of blockchain-based infrastructure that supports the tokenization of real-world assets, on-chain trading systems, and treasury management, which may not materialize as expected.
• Changes in laws and regulations, including increased regulation of blockchain technologies and digital assets, may adversely affect our business, product development, and compliance obligations.
• Our ability to build and scale a community of clients and investor end-users for blockchain-enabled financial services and products is uncertain and depends on successful market adoption, product development, and execution of our business strategy.
• There are risks associated with the Solana network, SOL token and the blockchain sector.
• Our Solana digital asset staking strategy is subject to unique and substantial risks related to the Solana network’s technology, governance, and ecosystem, which could result in a complete or partial loss of our investment.
• A cyberattack or other malicious attack on the Solana blockchain could have a material impact on the value of SOL held by the Company.
• Covered Call Option Writing Risk