S-1 S-1 EX-FILING FEES 0002036307 OFA Group N/A true true 0002036307 2026-06-09 2026-06-09 0002036307 1 2026-06-09 2026-06-09 0002036307 1 2026-06-09 2026-06-09 0002036307 2 2026-06-09 2026-06-09 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-1

OFA Group

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Ordinary Shares, par value $0.001 per share Other 3,000,000 $ 0.23 $ 690,000.00 0.0001381 $ 95.29
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 690,000.00

$ 95.29

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 95.29

Offering Note

1

Represents up to 3,000,000 Class A Ordinary Shares issuable to Atsion Opportunity Fund LLC - Series 1, pursuant to the Amendment No. 1 to the Conditional Waiver of Covenant dated June 4, 2026. Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares on The Nasdaq Stock Market LLC on June 3, 2026 ($0.23 per share), in accordance with Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act").

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☐Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

1 Equity Ordinary Shares, par value $0.001 per share 23,000,000 $ 32,200,000.00 F-1 333-289618 03/20/2026
2 Equity Ordinary Shares, par value $0.001 per share 35,000,000 $ 23,275,000.00 F-1 333-292529 03/23/2026

Prospectus Note

1

No registration fee is payable in connection with the securities previously registered on a registration statement on Form F-1 (File No. 333-289618) and From F-1 (File No. 333-292529), which was declared effective on March 20, 2026 (the "Prior ELOC Registration Statement") because such securities are being transferred from the Prior ELOC Registration pursuant to Rule 429(b) under the Securities Act. See "Statement Pursuant to Rule 429" in this registration statement.

2

No registration fee is payable in connection with the securities previously registered on a registration statement on From F-1 (File No. 333-292529), which was declared effective on March 23, 2026 (the "Prior PIPE Registration Statement") because such securities are being transferred from the Prior PIPE Registration pursuant to Rule 429(b) under the Securities Act. See "Statement Pursuant to Rule 429" in this registration statement.