Form 8-K

8-K — Advasa Holdings, Inc.

Accession: 0001493152-26-041908

Filed: 2026-09-09

Period: 2026-09-02

CIK: 0002084227

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of report (Date of earliest event reported):

September

2, 2026 (August 25, 2026)

ADVASA

HOLDINGS, INC.

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

(State

or Other Jurisdiction of Incorporation)

001-43445

39-3819559

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1-2-7

Moto-Akasake, Minato-ku, Tokyo, Japan

107-0051

(Address of Principal Executive

Offices)

(Zip Code)

+81-3-6868-5538

(Registrant’s

Telephone Number, Including Area Code)

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbols

Name

of each exchange on which registered

Common

Stock, par value $0.00001

ADBT

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01 Regulation FD Disclosure.

September 9, 2026, Advasa Holdings, Inc. (the “Company”) issued a press release announcing clarification to shareholders

regarding its direct listing, registered resale shares, largest shareholder ownership and management transition. A copy of the press

release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except

as expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release, dated September 9, 2026

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated: September 9, 2026

Advasa Holdings, Inc.

By:

/s/ Grady

Ryther

Name:

Grady Ryther

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Advasa

Holdings, Inc.

4th

floor, Akasaka K Tower, 1-2-7 Moto-Akasaka

Minato-ku,

Tokyo, 107-0051 Japan

https://adbt.io/

ADVASA

Provides Clarification to Shareholders Regarding Its Direct Listing, Registered Resale Shares, Largest Shareholder Ownership and Management

Transition

TOKYO

and NEW YORK, September 9, 2026 – Advasa Holdings, Inc. (Nasdaq: ADBT) (“ADVASA” or the “Company”),

a fintech payment holding company providing Earned Wage Access (“EWA”) and next-generation financial infrastructure solutions

through its Japanese operating subsidiary ADVASA Co., Ltd., provided the following clarification in response to questions it has received

from shareholders since its common stock began trading on the Nasdaq Global Market on August 25, 2026. Except where otherwise noted,

the information below is drawn from the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”),

which are available at www.sec.gov and on the Company’s investor relations website at ir.adbt.io.

Direct

Listing

August 25, 2026, ADVASA’s common stock began trading on the Nasdaq Global Market by way of a direct listing. A direct listing is

not an underwritten, capital-raising offering. The Company did not issue or sell any shares of common stock in connection with the listing

and did not receive any proceeds from the listing.

Registered

Resale Shares

The

Company’s resale prospectus relates to up to 94,046,357 shares of common stock already held by existing stockholders, referred

to in the prospectus as registered stockholders, who may sell those shares from time to time. These are existing shares, not newly issued

shares, and the Company will not receive any proceeds from sales by the registered stockholders. The registered stockholders may, or

may not, elect to sell their shares, and the Company does not control whether, when, or at what price any such sales occur.

Registration

for resale permits potential future sales under applicable securities laws. Registration itself does not constitute a sale and does not,

by itself, indicate that a selling shareholder has sold, currently intends to sell, or is under any obligation to sell any shares.

Largest

Shareholder Ownership

previously disclosed in the Schedule 13D filed with the SEC on August 18, 2026, Mr. Asamitsu Kosugi, the Company’s largest

shareholder, beneficially owns 232,638,232 shares of ADVASA common stock, representing approximately 47.76% of the Company’s outstanding

common stock as reported therein.

Based

on records reviewed by the Company, ADVASA confirms that, from the commencement of trading on Nasdaq on August 25, 2026 through September

9, 2026, Mr. Kosugi:

●

has sold no shares of ADVASA common stock in open-market transactions;

●

has sold or transferred no shares through private or other transactions; and

●

continues to beneficially own 232,638,232 shares of ADVASA common stock, unchanged from the amount reported in his Schedule 13D.

Pledges, Hedging or Trading Plans

ADVASA

further confirms that, as of September 9, 2026, none of Mr. Kosugi’s shares are pledged as collateral or subject to any margin

loan, and that he has not entered into any hedging or securities lending arrangement with respect to his shares or adopted any trading

plan pursuant to Rule 10b5-1.

The

foregoing statements regarding Mr. Kosugi reflect historical facts as of the dates indicated and should not be interpreted as a commitment

regarding any future transaction or disposition.

Total

Shares of Common Stock Issued and Outstanding

reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, the Company had 487,065,702

shares of common stock issued and outstanding as of August 12, 2026, the same number reported as of June 30, 2026. A resale registration

permits existing stockholders to sell shares they already own; it does not create new shares or increase the number of shares outstanding.

Management

Transition

disclosed in the Company’s Current Report on Form 8-K filed on September 2, 2026, Katharyn Field resigned as Chief Financial

Officer on August 27, 2026. Ms. Field advised the Company that her resignation was for personal reasons and was not the result of any

dispute or disagreement with the Company, its management, or its board of directors. Chief Executive Officer Grady Ryther is serving

as interim Chief Financial Officer while the Company searches for a permanent successor. The Company will announce the appointment once

it is finalized.

Business

Update

ADVASA’s

core product, FUKUPE, is a patented EWA platform that allows employees to access wages they have already earned in real time through

cashless settlement that integrates with employers’ existing HR and payroll systems and with bank transfers, digital wallets, and

prepaid cards. The platform is live in Japan, and the Company is currently preparing for market launches in Indonesia and the United

Arab Emirates. ADVASA’s intellectual property foundation spans markets including Japan, the United States, South Korea, and Singapore.

The Company’s operations have continued without interruption since the listing.

Since

the listing, the Company has continued to expand the payment capabilities available through its platform. On September 2, 2026, the Company

announced that its ADVASA Visa card now supports USD Coin (USDC) payments alongside traditional fiat currency, broadening the

ways FUKUPE users can access and use their earned wages. In the same announcement, ADVASA also announced its intention to explore opportunities

in tokenizing real-world assets (RWA) as an extension of its existing financial technology.

Shareholder

Communications

The

Company will communicate material developments through press releases and SEC filings, and through its official investor channels, including

its investor relations website (ir.adbt.io), its verified Stocktwits account, and its X account (@AdvasaHoldings). Shareholder

inquiries may be directed to ir@advasa.co.jp. The Company does not comment on the stock price or trading activity in its common

stock or on the actions of individual market participants, and it cannot discuss information that has not been publicly disclosed.

About

ADVASA

Advasa

Holdings, Inc. is a fintech payment holding company incorporated in Delaware. It operates “FUKUPE,” an Earned Wage Access

(“EWA”) platform that allows employees to receive wages they have already earned in real time. Through a global patent strategy,

ADVASA has established an intellectual property foundation across markets including Japan, the United States, South Korea, and Singapore.

By seamlessly integrating with major HR and payroll systems and diverse payment infrastructure, including bank transfers and e-wallets,

ADVASA aims to build on its business in Japan and expand into overseas markets such as Indonesia and the UAE, where demand for financial

inclusion is rapidly growing.

Forward-Looking

Statements

Certain

statements in this announcement are forward-looking statements. All statements other than statements of historical fact are forward-looking

statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current

expectations and projections about future events that the Company believes may affect its financial condition, results of operations,

business strategy and financial needs.

These

forward-looking statements include, but are not limited to, statements regarding the direct listing, registered resale shares, the future

ownership, potential trading activity, disposition plans of the Company’s largest shareholder, Mr. Asamitsu Kosugi, the potential

impact of any future resale registration, the Company’s ongoing search for a permanent Chief Financial Officer, upcoming market

launches for the FUKUPE platform in Indonesia and the United Arab Emirates, and plans to explore real-world asset (RWA) tokenization

opportunities. Such forward-looking statements are subject to risks and uncertainties, including the potential for future sales or transfers

of shares by major stockholders, the ability to identify and onboard a qualified permanent Chief Financial Officer, the potential future

sales of common stock by registered/existing stockholders from time to time, changes in the number of outstanding shares of common stock,

the risk that historical trading patterns or ownership structures may not predict future behaviors, expectations regarding the trading

of its common stock on the Nasdaq Global Market, market volatility on Nasdaq, the Company’s expansion plans into global markets

(including Indonesia and the UAE), its commitment to building long-term shareholder value through disciplined execution, continued innovation,

and sustainable growth, potential delays or regulatory hurdles in launching the FUKUPE platform in new international jurisdictions, and

the inherent volatility or technical challenges associated with expanding into digital assets and tokenized financial solutions. Investors

can identify these forward-looking statements by words or phrases such as “may,” “could,” “will,”

“should,” “would,” “expect,” “plan,” “aim,” “intend,” “anticipate,”

“believe,” “estimate,” “predict,” “likely,” “potential,” “project,”

or “continue,” or the negative of these terms or other comparable terminology. The Company undertakes no obligation to publicly

update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Although

the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot guarantee that such

expectations will prove correct. Investors are encouraged to review the risks, uncertainties and other factors that may affect the Company’s

future results identified in the Company’s registration statement on Form S-1, as amended (File No. 333-292013), declared effective

by the SEC on August 11, 2026, the Company’s Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 12, 2026,

and subsequent disclosure documents the Company may file with the SEC. The Company claims the protection of the Safe Harbor contained

in the Private Securities Litigation Reform Act of 1995 for forward-looking statements.

Contacts

ADVASA Investor Relations

Email:

ir@advasa.co.jp

Website:

https://adbt.io/

X: @AdvasaHoldings (https://x.com/AdvasaHoldings)

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