Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
OFA Group (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G6713S106 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | G6713S106 |
| 1 | Names of Reporting Persons
CP Cowork Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,649,444.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The 1,649,444 ordinary shares referred to in Rows 5, 7, and 9 represent Issuer's ordinary shares, par value $0.001 per share ("Ordinary Shares"). CP Cowork Limited is the record holder of the Ordinary Shares reported herein. Wai Wong "Keith" Chong, the Chief Technology Officer and director of the Issuer, exercises voting and dispositive power over the securities held by CP Cowork Limited. The address of CP Cowork Limited is Unit B, 16/F, Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong. The percentage in Row 11 is based on Ordinary Shares issued and outstanding as of July 31, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended March 31, 2025 filed with the Securities and Exchange Commission on July 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | G6713S106 |
| 1 | Names of Reporting Persons
Keith Chong | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,649,444.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The 1,649,444 ordinary shares referred to in Rows 5, 7, and 9 represent Issuer's ordinary shares, par value $0.001 per share ("Ordinary Shares"). CP Cowork Limited is the record holder of the Ordinary Shares reported herein. Wai Wong "Keith" Chong, the Chief Technology Officer and director of the Issuer, exercises voting and dispositive power over the securities held by CP Cowork Limited. The address of CP Cowork Limited is Unit B, 16/F, Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong. The percentage in Row 11 is based on Ordinary Shares issued and outstanding as of July 31, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended March 31, 2025 filed with the Securities and Exchange Commission on July 31, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
OFA Group | |
| (b) | Address of issuer's principal executive offices:
609 Deep Valley Drive, Suite 200, Rolling Hills, CA, 90274 | |
| Item 2. | ||
| (a) | Name of person filing:
CP Cowork Limited and Keith Chong (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
Unit B, 16/F, Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong | |
| (c) | Citizenship:
CP Cowork Limited is a company incorporated in Hong Kong. Keith Chong is a citizen of Hong Kong. | |
| (d) | Title of class of securities:
Ordinary Shares | |
| (e) | CUSIP No.:
G6713S106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of June 30, 2025, the Reporting Persons may be deemed to beneficially own 1,649,444 of the Issuer's Ordinary Shares. Keith Chong, Chief Technology Officer and director of the Issuer, is the Director of CP Cowork Limited, and has voting and investment discretion with respect to the securities held of record by CP Cowork Limited. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. | |
| (b) | Percent of class:
The 1,649,444 Ordinary Shares owned by the Reporting Persons constitute 11.85% of the total number of Ordinary Shares issued and outstanding as of July 31, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended March 31, 2025 filed with the Securities and Exchange Commission on July 31, 2025. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
CP Cowork Limited: 1,649,444 Keith Chong: 0 | ||
| (ii) Shared power to vote or to direct the vote:
CP Cowork Limited: 0 Keith Chong: 1,649,444 | ||
| (iii) Sole power to dispose or to direct the disposition of:
CP Cowork Limited: 1,649,444 Keith Chong: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
CP Cowork Limited: 0 Keith Chong: 1,649,444 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
Exhibit Information
|
Ex 1 - JOINT FILING AGREEMENT |