Advasa Holdings Inc美股招股说明书(2026-08-12版)

94,046,357 Shares of Common Stock Advasa Holdings, Inc This prospectus supplement No. 1 amends and supplements the prospectus dated August 11, 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”) inconnection 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 thisprospectus 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 containedin our Quarterly Report for the quarter ended June 30, 2026, on Form 10-Q filed with the Securities and Exchange Commission onAugust 12, 2026 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement. This prospectus supplement is not complete without the prospectus, including any supplements and amendments thereto. Thisprospectus 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 prospectussupplement 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 thediscussion 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 ordisapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary isa 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 12, 2026 Index of SEC Filings The following report listed below is filed as a part of this prospectus supplement No. 1. Appendix 1Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities and ExchangeCommission on August 12, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune 30, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:001-43445 ADVASA HOLDINGS, INC.(Exact name of registrant as specified in its charter) 1-2-7 Moto-AkasakaMinato-ku, Tokyo, 107-0051 Japan(Address of principal executive offices) (Zip Code) Phone: +81-3-6868-5538(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.☐Yes☒No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of August 12, 2026, the registrant had 487,065,702 shares of common stock issued and outstanding. TABLE OF CONTENTS PART I — FINAN