March 18, 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
           Registration Statement on Form F-1
           Filed February 21, 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 February 4,
2025 letter.

Form F-1 filed February 21, 2025
Related Party Transactions, page 82

1.     Your bridge loan agreement with Precursor Capital Limited and the
conversion of the
       loan to ordinary shares is discussed under Note 6. Related Party
Transactions on page
       F-18 of your financial statements. To the extent that your transactions
with Precursor
       Capital Limited are considered related party transactions, please
include the disclosure
       required by Item 7.B of Form 20-F, and make revisions elsewhere as
appropriate.
Selling Shareholders, page A-3

2.     Please disclose here that your chief operations officer, Thomas Gaffney,
is a minority
       holder in Greentree Global Advisors, LLC, as well as a Managing Member,
as
 March 18, 2025
Page 2

       indicated by his signature block for the service agreement with
Greentree Global
       Advisors filed as Exhibit 10.1. Please also disclose his relationship
with Greentree
       Global Advisors in his biography on page 75. Tell us whether Mr. Gaffney
has any
       relationship with Greentree Financial Group and, if so, modify your
disclosure
       accordingly.
General

3.     We note the disclosure on the resale prospectus cover page that the
resale offering is
       conditioned on consummation of your initial public offering and that the
selling
       shareholders will sell their shares only when your ordinary shares begin
trading on
       Nasdaq. Please reconcile this with your disclosure here and in the Plan
of
       Distribution that the selling shareholders will sell their shares at the
price at which you
       sell your shares in the initial public offering and then sell at
prevailing market prices,
       and that the sale of the resale shares and public offering will result
in two offerings
       taking place concurrently.
4.     Please supplementally tell us why you are registering the resale
offering at this time
       and whether the resale offering is included to help satsify initial
listing requirements
       of the Nasdaq Capital Market. If so, please include risk factor
disclosure explaining
       that the resale offering is included in part to help you meet listing
standards. Address
       the potential impact the resale component may have on your listing
status moving
       forward and include additional detail regarding the risks of delisting
if you are unable
       to maintain the continued listing requirements of Nasdaq.
       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