OFA Group美股招股说明书(2025-05-21版)

We are offering 3,750,000 ordinary shares, par value $0.001 per share, on a firm commitment basis. The initial public offering price of our ordinary shares is $4.00 per share. Prior to thisoffering, there has been no public market for our ordinary shares. Our ordinary shares have been approved for listing on the Nasdaq Capital Market (“Nasdaq”), under the symbol “OFAL.” We are a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its own, we conduct our operations in Hong Kong, a SpecialAdministrative region of the People’s Republic of China (“PRC”), through our subsidiary, Office for Fine Architecture Limited, incorporated in Hong Kong. The ordinary shares offered in thisoffering are shares of the Company, a Cayman Islands holding company and not shares of our operating subsidiary. Conducting business in Hong Kong involves risks of uncertainty about any actionsthe Chinese government or authorities in Hong Kong. There are significant legal and operational risks associated with being based in or having the majority of operations in Hong Kong, including changes in the legal, political and economicpolicies of the Chinese government, the relations between China and the United States, or Chinese or U.S. regulations may materially and adversely affect our business, financial condition and resultsof operations. Further, the Chinese government may disallow our current corporate structure, which would likely result in a material change in our operations and/or a material change in the value ofthe ordinary shares being registered in this offering and it could cause the value of such securities to significantly decline or become worthless. Recently, the PRC government initiated a series ofregulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securitiesmarket, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement.No effective laws or regulations in the PRC explicitly require the Company to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmentalauthorities for the Company’s overseas listing plan, nor has the Company received any inquiry, notice, warning or sanctions regarding the planned overseas listing from the CSRC or any other PRCgovernmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not beenissued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the Company’s daily business operation, the ability to accept foreign investments andlist on an U.S. exchange. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and could cause the value of our securitiesto significantly decline or become worthless. See “Prospectus Summary - Recent Regulatory Development in the PRC” beginning on page 6 and “Risk Factors – Risks Relating to Doing Business inHong Kong - 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 inChina-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 mayhinder our ability to offer or continue to offer ordinary shares to investors and cause the value of our ordinary shares to significantly decline or be worthless.” beginning on page 18. Investing in our ordinary shares involves a high degree of risk, including the risk of losing your entire investment. Before buying our ordinary shares, you should carefully read thediscussion of material risks of investing in our ordinary shares and the Company. See section titled “Risk Factors” beginning on page 12 for a discussion of information that should beconsidered in connection with an investment in our ordinary shares. On February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies,or the Trial Measures, and five supporting guidelines, effective as of March 31, 2023. Pursuant to the Trial Measures, (i) domestic companies that seek to offer or list securities overseas, both directlyand indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings orlisting applications. If a domestic company fails to complete the required filing procedures or conce