NOTE 17. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements are issued. Other than the material subsequent events disclosed above in the notes to financial statements and below, no other material subsequent events that required recognition or additional disclosure in the consolidated financial statements are presented.

Convertible Promissory Note with Go Fresh 365 Inc

On April 1, 2026, OFA Financial, Inc. (the “Holder”), a wholly owned subsidiary of the Company, was issued a Convertible Promissory Note with Go Fresh 365 Inc (“Go Fresh”) for a principal amount of $800,000. The loan carries a 6% annual interest rate and matures 12twelve months from the effective date of March 31, 2026. The proceeds are designated solely for expenses related to the Go Fresh’s intended listing on NASDAQ Capital Market and will be disbursed from an escrow account subject to the Holder’s approval. The holder has the right, at any time prior to maturity, to convert all or any outstanding principal and interest into shares of Go Fresh’s common stock at a conversion price of $1.00 per share, making the note convertible into up to 800,000 shares. Go Fresh agreed to apply all proceeds from its intended initial public offering to repay this note. Upon an event of default, the interest rate increases to 12% per annum, the entire balance may become immediately due and payable, and the Holder may elect to immediately convert the outstanding balance.

Service agreement with Go Fresh 365 Inc

On April 1, 2026, the Holder, a wholly owned subsidiary of the Company, entered into a service agreement with Go Fresh. Go Fresh engaged the Holder as its exclusive financial advisor in connection with a proposed initial public offering (“IPO”) or any alternative financial transaction as described in the service agreement for an initial term of 18 months. In consideration for advisory services, Go Fresh agreed to pay the Holder a fixed fee of $1,000,000, payable in the form of 2,000,000 shares of Go Fresh’s common stock (deemed value $0.50 per share) to be issued upon the closing of a financial transaction (as defined in the agreement). The agreement grants the Holder certain registration rights for these shares and stipulates that the Holder is not required to enter into a customary lock-up agreement in connection with an IPO 

Real World Asset Tokenization Service Agreement with Vero 60 LLC and Vero Beach Land Development LLC

on May 8, 2026, the Company entered into a Real World Asset Tokenization Service Agreement (the “Agreement”) through its proprietary Hearth RWA tokenization platform with Vero 60 LLC and Vero Beach Land Development LLC (or its designated special purpose vehicle) (the “Client”).

Under the Agreement, the Company will provide blockchain-based tokenization technology infrastructure services in connection with the Client’s residential real estate development project located in Vero Beach, Florida (the “Project”). The Project consists of the redevelopment of an existing agriculture property into a low-density residential community. The projected stabilized value of the completed Project, as estimated by the Client, is approximately $500 million, subject to confirmation by an independent valuation report prior to token issuance. The projected Project value reflects the Client’s estimate for the completed development and does not represent any economic interest of the Company in the underlying real estate.

As consideration for the technology and tokenization infrastructure services described in the Agreement, the Client has agreed to pay the Company a platform technology fee of $7.5 million (the “Platform Technology Fee”), payable in two installments of $3.75 million each, subject to satisfaction of the milestones specified in the Agreement. The Platform Technology Fee is payable in U.S. dollars or, at the Client’s election, in Bitcoin or USD Coin, in each case as more fully described in the Agreement. The Company has received the first installment of $3.75 million in accordance with the terms of the Agreement.

On May 21, 2026, at the 2026 Extraordinary General Meeting of Shareholders (the “Meeting”), the shareholders of the Company approved the following:

In May 2026, the Company established OFA Japan Inc. and OFA Japan Asset Management Inc. to serve as our operational and asset management hubs in the country. Concurrently, the Company entered into a Letter of Intent with the municipal government of Choshi City, Chiba Prefecture, to collaborate on regional revitalization initiatives, including the proposed development of a music festival and related entertainment infrastructure in the city’s designated Zone A area. To execute these entertainment initiatives, the Company is in the process of establishing Miyabi Spectrum Inc., a subsidiary that will operate as a joint venture with Onward Management Inc., a local entertainment production partner. Furthermore, the Company is evaluating potential real estate acquisitions in the region to support these development plans. These initiatives remain subject to final definitive agreements, regulatory approvals, and customary closing conditions.