Filed pursuant to Rule 424(b)(3)
Registration No. 333-292013
Prospectus Supplement No. 2
(To Prospectus dated August 11, 2026)
94,046,357 Shares of Common Stock
Advasa Holdings, Inc
This prospectus supplement No. 2 amends and supplements the prospectus dated August 11, 2026, as updated and supplemented by prospectus supplement No. 1 dated August 12, 2026, filed by Advasa Holdings, Inc. (the “Company,” “we,” “us,” “our,” or “ours”), relating to the resale of up to 94,046,357 shares of our common stock with a par value of $0.00001 per share (the “Common Stock”) by our stockholders identified in the prospectus (the “Registered Stockholders”) in connection with our direct listing (the “Direct Listing”) on the Nasdaq Global Market (“Nasdaq”).
The foregoing prospectus, together with this prospectus supplement are collectively referred to as the “prospectus.” Please keep this prospectus supplement with your prospectus for future reference.
This prospectus supplement is being filed to update and supplement the information in the prospectus with the information contained in our Periodic Report filed with the Securities and Exchange Commission on August 25, 2026 (the “Periodic Report”). Accordingly, we have attached the Periodic Report to this prospectus supplement.
This prospectus supplement is not complete without the prospectus, including any supplements and amendments thereto. This prospectus supplement should be read in conjunction with the prospectus which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the prospectus, including any supplements and amendments thereto.
Investing in our Common Stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of the material risks of investing in our Common Stock under the heading “Risk Factors” in this prospectus.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Capitalized terms contained in this prospectus supplement have the same meanings as in the prospectus unless otherwise stated herein.
The date of this prospectus is August 25, 2026
Index of SEC Filings
The following report listed below is filed as a part of this prospectus supplement No. 2.
Appendix No. |
Description | |
| Appendix 1 | Periodic Report on Form 8-K filed with the Securities and Exchange Commission on August 25, 2026. |
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):
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 ☒
If 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 8.01 Other Events.
On August 25, 2026, Advasa Holdings, Inc. (the “Company”) issued a press release announcing its successful direct listing on the Nasdaq Global Market under the stock ticker “ADBT”. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release, dated August 25, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
| 1 |
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: August 25, 2026 | Advasa Holdings, Inc. | |
| By: | /s/ Grady Ryther | |
| Name: | Grady Ryther | |
| Title: | Chief Executive Officer | |
| 2 |
| Advasa Holdings, Inc. 4th floor, Akasaka K Tower, 1-2-7 Moto-Akasaka Minato-ku, Tokyo, 107-0051 Japan https://adbt.io/ |
Advasa Holdings, Inc. completed a direct listing on Nasdaq under the ticker symbol “ADBT”
August 25, 2026
TOKYO and NEW YORK, August 25, 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., today announced the successful direct listing of its shares of common stock on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “ADBT”.
“We are proud to have completed our direct listing on the Nasdaq Global Market and to join the community of publicly traded companies,” said Grady Ryther, the Chief Executive Officer and Director of Advasa Holdings, Inc. “We are grateful to our employees, business partners, advisors, and shareholders who have supported ADVASA throughout this journey. As a public company, we are committed to building long-term shareholder value through disciplined execution, continued innovation, and sustainable growth as we scale our business.”
WestPark Capital, Inc. acted as financial advisor and Anthony, Linder & Cacomanolis, PLLC acted as securities counsel to ADVASA in connection with the direct listing on Nasdaq.
The Company’s registration statement on Form S-1, as filed with the Securities and Exchange Commission (the “SEC”), relating to the Company’s public direct listing of its common stock was declared effective by the SEC on August 11, 2026, and its common stock was approved for listing on the Nasdaq Global Market (“Nasdaq”). The direct listing was made only by means of a prospectus forming part of the Company’s effective registration statement. A copy of the prospectus may be obtained without charge by visiting the SEC’s EDGAR website at www.sec.gov.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Subject to individual brokerage timelines and account restrictions, trading is expected to be accessible through the following securities firms in Japan upon or shortly after the expected trading commencement date:
| ● | Monex, Inc. |
| ● | Moomoo Securities Japan Co., Ltd. |
| ● | Rakuten Securities, Inc. |
| ● | SBI SECURITIES Co., Ltd. |
| ● | Webull Securities (Japan) Co. Ltd. |
(Alphabetical order)
Japanese investors should consult their respective Japanese brokerage platforms directly to confirm exact trading hours, potential local restrictions, and fee structures.
About ADVASA
Advasa Holdings, Inc. (corporate website: https://adbt.io/) is a fintech payment holding company established in Delaware conducting operations through its Japanese subsidiary ADVASA Co., Ltd. headquartered in Tokyo, Japan (corporate website: https://www.advasa.co.jp/en/, Founder and Representative Director: Asamitsu Kosugi). ADVASA operates “FUKUPE,” an EWA platform that allows employees to receive wages they have already earned in real-time. Leveraging a global patent strategy, the company has established an intellectual property foundation across markets including Japan, the United States, South Korea, and Singapore. By integrating seamlessly with major HR and payroll systems as well as diverse payment infrastructures (such as bank transfers and e-wallets), ADVASA plans to expand from Japan into global markets—including Indonesia and the UAE where the need 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, including risks and uncertainties related to prevailing market conditions, investor demand for shares of ADVASA’s common stock, the expected availability of trading on specific international platforms, and the impact of general economic, industry, or regulatory conditions in the United States or internationally. 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. The Company cautions investors that actual results may differ materially from those anticipated and encourages investors to review the risks and 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, available at www.sec.gov. The Company claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements.
Investor and Media Contact
ADVASA Investor Relations Email: ir@advasa.co.jp