<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            March 25, 2025

Larry Wong
Chief Executive Officer
OFA Group
Unit B, 16/F, Easy Tower
609 Tai Nan West Street
Cheung Sha Wan, Hong Kong

       Re: OFA Group
           Amendment No. 2 to Registration Statement on Form F-1
           Filed March 20, 2025
           File No. 333-285103
Dear Larry Wong:

     We have reviewed your amended registration statement and have the
following
comment(s).

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our March 18,
2025 letter.

Amendment No. 2 to the Registration Statement on Form F-1 filed March 20, 2025
We are registering ordinary shares held by certain shareholders..., page 25

1.     We note your revisions in response to our prior comment four. Please
further revise to
       address the risks of delisting if you are unable to maintain the
continued listing
       requirements of Nasdaq, including that a delisting could impair the
liquidity of your
       shares, significantly limit your ability to raise capital and harm the
value of a
       shareholder's investment.
 March 25, 2025
Page 2

Related Party Transactions, page 82

2.     Please indicate the relationship between the company and Precursor
Capital Limited
       which results in Precursor being a related party as described in Item
7.B. of Form 20-
       F.
General

3.     Please update your financial statements, or file as an exhibit to the
filing the necessary
       representations as to why such update is not necessary. Refer to Item
8.A.4 of Form
       20-F and Instruction 2 thereto.
4.     It appears that each of the four selling shareholders received the
shares at
       approximately the same time, that the shares were issued for services
related to the
       initial public offering, and that certain of the selling shareholders
are related parties or
       otherwise have, or have had, material relationships with the issuer. We
also note that
       the selling shareholders do not appear to be subject to any of the
lock-up provisions
       described in the prospectus, and you disclose that you are registering
the sale of shares
       by the selling shareholders in part to help meeet the initial listing
standards of the
       Nasdaq Capital Market. Please provide your analysis as to why the resale
offering
       should not be deemed an indirect primary being conducted by or on behalf
of the
       issuer. Refer to Question 612.09 of the Securities Act Rules Compliance
and
       Disclosure Interpretations. In your analysis, please address (1) the
circumstances
       under which the selling shareholders received their shares, including
how the
       consideration price and number of shares was determined and why the
shareholders
       received their shares at that time; (2) the business of the selling
shareholders; (3)
       whether your underwriter had any role in, or direct or indirect
participation in,
       facilitating the sale of shares; and (4) why neither they or you are
requiring a lock-up
       arrangement for the selling shareholders. In the alternative, please
identify the selling
       shareholders as statutory underwriters under Section 2(a)(11) of the
Securities Act,
       and disclose a fixed price at which the selling shareholders will offer
and sell their
       shares for the duration of the offering.
       Please contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with any
other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Trade &
Services
cc:   Lijia Sanchez
</TEXT>
</DOCUMENT>
