December 19, 2024

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. 1 to Draft Registration Statement on Form F-1
           Submitted November 22, 2024
           CIK No. 0002036307
Dear Larry Wong:

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

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our October 25, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form F-1 submitted November
21,
2024
Cover Page

1.     We note your revisions pursuant to comment 2 and reissue in part. Please
disclose
       on the cover page how regulatory actions related to data security or
anti-monopoly
       concerns in Hong Kong have or may impact the company   s ability to
conduct its
       business, accept foreign investment or list on a U.S./foreign exchange,
such as
       the Personal Data (Privacy) Ordinance and the Competition Ordinance.
 December 19, 2024
Page 2
2.     Your response to comment 24 indicates that you have made revisions to
separate the
       primary and resale prospectuses, however, your prospectus cover page for
the primary
       offering continues to refer to the resale prospectus. Revise to remove
these
       references.
Risks Related to Doing Business in Hong Kong, page 3

3.     We note your revisions pursuant to comment 4 and reissue in part. Please
revise to
       discuss the significant liquidity risks having the majority of the
company   s operations
       in Hong Kong poses to investors. Where you disclose that these risks
could result in a
       material change in your operations or value of the securities you are
registering for
       sale, please also indicate that these risks could significantly or limit
or completely
       hinder your ability to offer or continue to offer securities to
investors and cause the
       value of such securities to significantly decline or be worthless. Also,
for each
       summary risk factor, provide cross-references to the individual detailed
risk factor.
Recent Regulatory Development in the PRC, page 6

4.     We note your disclosure that it is the view of your Hong Kong legal
counsel that you,
       as an exempted company incorporated under the laws of the Cayman
Islands, are not
       required under any Hong Kong statutory or legal requirements to obtain
permissions
       or pre-approvals from any Hong Kong authorities in connection with your
proposed
       issuance of ordinary shares to foreign investors or listing on the
Nasdaq. As this
       statement covers only your Cayman Islands entity and speaks only to
offering
       securities to foreign investors, please expand the disclosure to address
your operating
       subsidiary in Hong Kong as well as any permissions or approvals
necessary to operate
       your business. In this regard, please disclose each permission or
approval that you or
       your subsidiary are required to obtain from Hong Kong authorities to
operate your
       business and to offer the securities being registered to foreign
investors, and state
       affirmatively whether you have received all requisite permissions or
approvals and
       whether any permissions or approvals have been denied. Please state
whether you
       have relied on the opinion of counsel as the basis for your conclusions,
and, if so,
       name counsel and state that it is counsel's opinion, and file the
consent of counsel as
       an exhibit.
We may become subject to a variety of PRC laws and other regulations..., page
22

5.     We note your revisions in response to comment 12. Further revise this
risk factor to
       offer additional context around the CSRC Trial Measures and your
counsel's
       conclusion that they do not apply to you, as you do on page 8. In this
regard, towards
       the end of this risk factor you discuss uncertainty around the
application and
       enforcement of the CAC and CSRC laws and regulations but the forepart of
your risk
       factor only discusses the CAC laws and regulations.
Our Business, page 49

6.     We note your revisions in response to comment 15, however, your
disclosure
       continues to be unclear as to the "arrangement" you propose to enter
into with Houzz
       and how it will differ from the "standard commercially available
features" you
       currently utilize. Revise to explain what you mean by the proposed
"localization
 December 19, 2024
Page 3

       resources and established distribution channels" you reference here.
Make similar
       revisions in your Prospectus Summary.
7.     Clarify the current status of the various phases of your co-development
agreement
       with Alan To AI and clarify whether Phase 1 started with the date of
execution of the
       agreement on August 30, 2024 such that you are currently in Phase 2.
Our Industry, page 50

8.     Where you discuss your opportunities, ensure you balance this disclosure
with your
       current challenges and declines in revenues related to continuing
inflation, rising or
       continued high interest rates, and/or construction costs which have
reduced demand
       for your services.
Our Competitive Strengths
Strong Relationships and High Client Satisfaction, page 53

9.     We note your revisions in response to comment 17. Further revise to
clarify the
       timeframe over which the accumulated revenue was earned.
Our Strategies, page 54

10.    Where you discuss your acceleration of AI Platform Development, clarify
whether the
       second bullet point is distinct from your first, as they seem to be
discussing the same
       product.
General

11.    We note your disclosure on the primary prospectus cover page that the
resale
       prospectus is substantially the same as the primary prospectus, with
exceptions. We
       note, however, that the resale prospectus does not include the
China-based issuer
       disclosure present in the primary offering prospectus. Please reconcile
this disclosure
       so that the cover page of the resale prospectus contains the same
China-based issuer
       disclosure as the cover page of the primary offering prospectus.
       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 Mara Ransom at 202-551-3264 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:   Lijia Sanchez