ADVASA provides clarification to shareholders on its direct listing, registered resale shares, largest shareholder ownership and management transition
Advasa Holdings, Inc. (Nasdaq: ADBT) announced on September 9, 2026, 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. ADVASA is a fintech payment holding company providing Earned Wage Access (EWA) and next-generation financial infrastructure solutions through its Japanese operating subsidiary ADVASA Co., Ltd.
Except where otherwise noted, the information below is drawn from the company's filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov and on the company's investor relations website at ir.adbt.io.
Direct listing
On 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
As 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.
No 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
As 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
As 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.
The full announcement is available on Business Wire and was furnished to the SEC as Exhibit 99.1 to a Current Report on Form 8-K filed on September 9, 2026.