As filed with the US Securities and Exchange Commission on December 8, 2025

Registration No. 333- 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ADVASA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

ADVASA HOLDINGS, INC.

1-2-7 Moto-Akasake

Minato-ku, Tokyo, 107-0051 Japan

Telephone: +81-3-6868-5538

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Corporate Creations Network Inc.

1521 Concord Pike, Suite 201

Wilmington, Delaware 19803

Telephone: (302) 351-3367

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

This registration statement on Form F-1 (File No. 333-[  ]) contains disclosure that will be circulated as two separate final prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following distinctions:

The Registrant has included in this registration statement a set of alternate pages after the back-cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages in connection with the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders (it being understood that none of the common stock being registered for resale by the selling shareholders in the Resale Prospectus may be sold prior to the closing of our initial public offering under the Public Offering Prospectus, and only then in compliance with applicable laws, rules and regulations).

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Shares of Common Stock

Advasa Holdings, Inc.

This is a firm commitment initial public offering of common stock, par value $0.00001 per share (“Common Stock”), of Advasa Holdings, Inc. Prior to the offering, there has been no public market for our Common Stock. We expect the initial public offering price to be between $____ and $____ per share. We are also registering 3,000,000 shares of Common Stock (the “Resale Shares”) for resale by Taiji Ito, Spirit Advisors LLC, Atsushi Saisho and Anthony, Linder & Cacomanolis, PLLC (the “Selling Shareholders”), pursuant to the prospectus to be used for the offering and potential resale of the Resale Shares (the “Resale Prospectus”). This prospectus will not be used for the offering of Resale Shares, and the Resale Prospectus will not be used for this initial public offering.

The sale of the Resale Shares in the resale offering will occur only after the closing of the initial public offering under the prospectus to be used for the public offering of Common Stock (the “Public Offering Prospectus”). The sales price to the public of the Resale Shares will initially be fixed at the same initial public offering price of the Common Stock offered in this prospectus. Following listing of our Common Stock on the Nasdaq Capital Market, the Selling Shareholders will be offering the Resale Shares pursuant to the Resale Prospectus at prevailing market prices, prices related to prevailing market prices, or privately negotiated prices. We will not receive any of the proceeds from the sale of the Common Stock shares by the Selling Shareholders.

We intend to apply to list our Common Stock on The Nasdaq Capital Market (the “Nasdaq”) under the symbol “ADBT” and this offering is contingent on the listing of our Common Stock on the Nasdaq.

Unless otherwise noted, the share and per share information in this prospectus have been adjusted to give effect to the ten-for-one (10-for-1) forward stock split (“Forward Stock Split”) of our outstanding common stock, which was effective on December 4, 2025.

We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

We are a holding company and conduct our business through our operating subsidiaries in the United States and Japan.

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” beginning on page 12 of 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.

We have granted a 45-day option to the Representative to purchase up to ______ additional shares of Common Stock from us solely to cover over-allotments, if any.

Delivery of the shares of Common Stock is expected to be made on or about __________, 2025.

Spartan Capital Securities, LLC

The date of this prospectus is                 , 2025

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered or made available to you. We have not, and the underwriters have not, authorized anyone to provide you with additional or different information from that contained in this prospectus and any free writing prospectus we have authorized. We and the underwriters take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. We undertake no obligation to update these statements to reflect subsequent events or circumstances, except as required by law. We acknowledge that we are responsible for updating this prospectus and any prospectus supplement to include all material information to the extent required by law.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. “Risk Factors” and “Special Note Regarding Forward-Looking Statements” contain additional information regarding these risks.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of the shares of Common Stock and the distribution of this prospectus outside of the United States. See “Underwriting.”

DEALER PROSPECTUS DELIVERY OBLIGATION

Through and including                  , 2025 (the 25th day after the date of the prospectus), all dealers that affect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. Although we are responsible for all of the disclosures contained in this prospectus and we believe the data from these third-party sources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or food products in this prospectus is not intended to imply a relationship with, or endorsement or sponsorship by, these other parties. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

BASIS OF PRESENTATION

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

In this prospectus, “Advasa,” “we,” “us,” “our,” and the “Company” refer to Advasa Holdings, Inc., a Delaware corporation, and its subsidiaries unless expressly indicated or the context otherwise requires. “Advasa (Japan)” refers to Advasa Co., Ltd., a Japanese corporation and a 96.6% owned subsidiary of Advasa Holdings, Inc.

The terms “yen” and “¥” refers to Japanese Yen, the lawful currency of Japan, and the terms “dollar” or “$” refer to U.S. dollars, the lawful currency of the United States. Unless otherwise indicated, U.S. dollar translations of yen amounts presented in this prospectus are translated using the rate of 149.90 yen to $1.00, which was the foreign exchange rate on March 31, 2025 as reported by the Board of Governors of the Federal Reserve System (which we refer to as the “U.S. Federal Reserve”) in its weekly release on April 7, 2025. Historical and current exchange rate information may be found at www.federalreserve.gov/releases/h10/.

Our fiscal year begins on April 1 and ends on March 31. Our financial statements are prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”).

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements and related notes included elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Common Stock. You should read this entire prospectus carefully, especially the matters set forth under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” sections of this prospectus and our financial statements and related notes appearing elsewhere in this prospectus, before making an investment decision. All figures are in U.S. dollars, unless otherwise stated.

Unless otherwise noted, the share and per share information in this prospectus reflects a reverse stock split of our outstanding common stock at a ten for one (10-for-1) ratio (“Forward Stock Split”), which was effected on December 4, 2025.

Company Overview

Advasa Holdings, Inc., a Delaware corporation, was formed on February 4, 2025 for the purpose of being a holding company for Advasa Co., Ltd., a Japanese corporation (“Advasa (Japan)”), with its headquarters in Tokyo, Japan.

We are a financial technology and services company focused on improving the way employees access and manage their income. Our core product, the “FUKUPE” platform, is a patented Earned Wage Access (EWA) solution that allows employees to access their earned wages in real time, rather than waiting for a traditional payday. This service provides workers with greater financial flexibility, while integrating seamlessly with employers’ existing HR and payroll systems. Importantly, our solution requires no operational burden or funding obligation on the part of the employer.

FUKUPE is available through digital channels including mobile wallets, prepaid cards, and direct bank transfers, thanks to partnerships with financial institutions and global payment networks. The platform is supported by a portfolio of nine issued patents in key markets including the United States, Japan, and South Korea, with patent filings in 16 additional jurisdictions. Our intellectual property strategy allows us to commercialize our technology through both direct services and licensing, while also pursuing enforcement actions when necessary.

Our platform is currently live in Japan, and we are preparing market launches in Indonesia and the United Arab Emirates. Our expansion strategy is focused on tailoring business models to local regulations and customer needs.

We believe that the addressable market for EWA and adjacent financial services is substantial. Reports from industry analysts and global research firms indicate rapid growth in the EWA sector, driven by demand from both employees and employers seeking more flexible payroll solutions. In parallel, over 1.7 billion people globally lack access to basic financial services, presenting a long-term opportunity for inclusive, digitally enabled financial platforms like ours.

We operate in a competitive environment that includes traditional banks, digital lenders, payroll service providers, and other EWA platforms. However, we believe we are differentiated by our proprietary technology, our adaptable business model, and our focus on building localized, compliant solutions in key international markets. Our partnerships with financial institutions, card issuers, and fintech providers further strengthen our position and enable efficient delivery of services.

For the years ended March 31, 2025 and 2024, we generated revenues of $10,044,000 and $10,524,000, respectively, we reported net income of $1,179,000 and $(33,000), respectively, and cash flow provided by operating activities of $4,723,000 and cash flow used in operating activities of $(13,987,000), respectively. For the six months ended September 30, 2025 and 2024, we generated revenues of $11,731,000 and $82,000, respectively, we reported net income of $4,867,000 and net loss of $336,000, respectively, and cash flow provided by operating activities of $1,879,000 and cash flow used in operating activities of $455,000, respectively. As of September 30, 2025, we had an accumulated deficit of $8,581,000 and working capital of $20,646,000.

Corporate Structure

The following diagram depicts our organization structure prior to this offering:

The following diagram depicts our organization structure following this offering (assuming no exercise of the overallotment option):

Risk Factors Summary

Investing in our Common Stock involves significant risks. You should carefully consider the risks described in “Risk Factors” before making a decision to invest in our Common Stock. If any of these risks actually occur, our business, financial condition and results of operations would likely be materially adversely affected. In such a case, the trading price of our Common Stock would likely decline, and you may lose all or part of your investment. In reviewing this prospectus, we stress that past experience is no indication of future performance, and “Special Note Regarding Forward-Looking Statements” contains a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus. Below is a summary of some of the significant risks we face:

Risks Related to Our Business and Industry

Risks Related to Management and Employees

Risks Related to Legal, Regulatory, Environmental, and Tax

General Risks

Risks Related to This Offering and Ownership of Our Common Stock

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

As a company with less than $1.235 billion in revenues during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act enacted in 2012 (the “JOBS Act”). As an emerging growth company, we expect to take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We may use these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.235 billion or we issue more than $1.07 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.

Corporate Information

We are currently incorporated and in good standing in the State of Delaware where we were formed on February 4, 2025. We conduct business activities principally through our 96.6% owned subsidiary, Advasa Co., Ltd., a Japanese corporation (“Advasa (Japan)”), which was established in Japan in 2017 and acquired by us on August 29, 2025. Our principal executive offices are located at 1-2-7 Motoakasake, Minato-ku, Tokyo, 107-0051 Japan, and our telephone number is +81-3-6868-5538. Our website address is https://www.advasa.co.jp. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our Common Stock.

Stock Splits

On November 20, 2025, our board of directors and shareholders holding a majority of the voting power of our issued and outstanding voting capital stock approved the forward stock split in a ratio of 10-for-1. On December 4, 2025, we filed a certificate of amendment to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”), implementing the stock split in a ratio of 10-for-1, effective December 4, 2025.

Except as otherwise indicated, all references to our common stock, share data, per share data and related information has been adjusted for the forward stock split ratio of 10-for-1 (“Forward Stock Split”) as if it had occurred at the beginning of the earliest period presented. The Forward Stock Split, split each share of our outstanding common stock into ten shares of common stock, each without any change in the par value per share, and the Forward Stock Split adjusted, among other things, the exercise rate of our warrants and options into our common stock. No fractional shares were issued in connection with the Forward Stock Split, and any fractional shares resulting from the Forward Stock Split were rounded up to the nearest whole share.

THE OFFERING

(1) The number of shares of our Common Stock to be outstanding after this offering is based on 485,469,380 shares of our Common Stock outstanding as of December 8, 2025.

Unless we indicate otherwise, all information in this prospectus includes the following information as of December 8, 2025:

SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA

The following table summarizes our historical financial and operating data for the periods and as of the dates indicated. The statements of income data for the year ended March 31, 2025, and March 31, 2024 and the balance sheet data as of March 31, 2025, and March 31, 2024 have been derived from our audited financial statements included elsewhere in this prospectus. The statements of income data for the six months ended September 30, 2025 and September 30, 2024 and the balance sheet data as of September 30, 2025 and September 30, 2024 have been derived from our unaudited interim financial statements included elsewhere in this prospectus. The financial data presented includes all normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operations for such periods.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. This information should be read in conjunction with “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited financial statements and the related notes included elsewhere in this prospectus.

RISK FACTORS

An investment in our securities carries a significant degree of risk. You should carefully consider the following risks, as well as the other information contained in this prospectus, including our historical financial statements and related notes included elsewhere in this prospectus, before you decide to purchase our securities. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our common shares. Refer to “Special Note Regarding Forward-Looking Statements.”

We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

Risks Related to Our Business and Industry

If the information provided to us by customers or other third parties is incorrect or fraudulent, we may misjudge a customer’s qualifications to receive our products and services and our results of operations may be harmed and could subject us to regulatory scrutiny or penalties.

Our decisions to provide many of our products and services to customers are based partly on information that they provide to us or authorize us to receive. Specifically, with respect to FUKUPE, we remit funds to the customer based off of the data that is provided by the employer. To the extent that these customers or third parties provide information to us in a manner that are inaccurate, our decisioning process may not accurately reflect the associated risk. In addition, data provided by third-party sources is a component of our credit decisions and this data may contain inaccuracies. This may result in the inability to either approve otherwise qualified applicants or rejected otherwise unqualified applicants through our platform or accurately analyze the applicant, which may adversely impact our business and negatively impact our reputation.

In addition, there is risk of fraudulent activity associated with our business, including as a result of the service providers and other third parties who handle customer information on our behalf. We rely on the customer’s database and payroll system to authenticate the identity of each employee, their pay rate, and their hours. However, these systems may fail from time to time and fraud, which may be significant, may occur in the future. Should fraud occur through our platform, we may not be able to recoup funds associated with our products and services made in connection with inaccurate statements, omissions of fact or fraud, in which case our revenue, results of operations and profitability will be harmed. High profile fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, negative publicity and the erosion of trust from our customers, which could negatively impact our results of operations, brand and reputation, and require us to take steps to reduce fraud risk, which could increase our costs.

If we are unable to acquire, engage and retain customers and clients or sell additional functionality, products and services to them on our platform, our business will be adversely affected.

In order to grow our business and increase our revenue, we must continue to acquire new customers, engage and retain existing customers, and expand our customers’ use of our platform by cross-selling additional functionality, products and services to them, particularly as a significant portion of the revenue we generate in our business is derived from transaction-based fees, whether the fees are derived from the employee or the company/employer. In addition, our ability to sell additional functionality, products and services to our existing customers and clients may require more sophisticated and costly development, sales or engagement efforts and could be impaired for a variety of reasons, including adverse reaction to changes in the pricing of our products or services, increases in costs we incur to offer our products or services, general economic conditions and/or the other risks described herein in this “Risk Factors” section. If our efforts to sell additional functionality, products and services to our customers and clients are not successful, our business and growth prospects would suffer. In addition, if our customers reduce their usage of our platform or if we lose customers, our revenue and other operating results will decline, and our business would be adversely affected.

As the market for our platform matures, or as new or existing competitors introduce new products, services or functionality that compete with ours, we may experience pricing pressure and may be unable to retain current customers and clients or attract new customers at consistent prices within our operating budget. Our pricing strategy may prove to be unappealing to our customers, and our competitors could choose to bundle certain products and services that are competitive with ours. If this were to occur, it is possible that we would have to change our pricing strategies or reduce our prices, which could harm our business, financial condition, results of operations and cash flow.

We rely on a variety of funding sources to support our business model. If our existing funding arrangements are not renewed or replaced or our existing funding sources are unwilling or unable to provide funding to us on terms acceptable to us, or at all, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

To support the origination of cash advances, loans, and other receivables on our platform and the growth of our business, we must maintain a variety of funding arrangements. We cannot guarantee that we will be able to extend or replace our existing funding arrangements at maturity on reasonable terms or at all. For example, disruptions in the credit markets or other factors, such as the high inflation and interest rate environment in 2024 and to date in 2025, could adversely affect the availability, diversity, cost and terms of our funding arrangements. In addition, our funding sources may reassess their exposure to our industry or our business, including as a result of any significant underperformance of the consumer receivables facilitated through our platform or regulatory developments, in particular regarding EWA products, that impose significant requirements on, or increase potential risks and liabilities related to, the consumer receivables facilitated through our platform, and fail to renew or extend facilities or impose higher costs to access our funding. If our existing funding arrangements are not renewed or replaced or our existing funding sources are unwilling or unable to provide funding on terms acceptable to us, or at all, we would need to secure additional sources of funding or reduce our operations significantly, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Further, as the volume of consumer receivables facilitated through our platform increases and in order to support future business growth, we may require the expansion of our funding capacity under our existing funding arrangements or the addition of new sources of capital. We may also change our funding strategy over time depending on the attractiveness and availability of alternative funding structures.

The availability and diversity of new funding arrangements depends on various factors and are subject to numerous risks, many of which are outside of our control. In the event of a sudden or unexpected shortage of funds in the financial system, we may not be able to maintain necessary levels of funding without incurring high funding costs or a reduction in the term or size of funding instruments. In such a case, if we are unable to arrange new or alternative methods of financing on favorable terms, we would have to reduce our transaction volume or otherwise inhibit our business growth, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The agreements governing our funding arrangements require us to comply with certain covenants. A breach of such covenants or other events of default under our funding agreements could result in the reduction or termination of our access to such funding, could increase our cost of such funding or, in some cases, could give our lenders the right to require repayment of the loans prior to their scheduled maturity. Certain of these covenants and restrictions limit our and our subsidiaries’ ability to, among other things: incur additional indebtedness; create liens on certain assets; pay dividends on or make distributions in respect of their capital stock or make other restricted payments; consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; purchase or otherwise acquire assets or equity interests; modify organizational documents; enter into certain transactions with their affiliates; enter into restrictive agreements; engage in other business activities; and make investments.

Our platform may facilitate the transfer of funds to thousands of people on a daily basis, which in the aggregate comprise substantial sums, and are subject to the risk of errors, which could result in financial losses, damage to our reputation, or loss of trust in our platform and brand, which would harm our business and financial results.

Our business is subject to the risk of financial losses as a result of operational errors, software defects, service disruption, employee misconduct, security breaches, or other similar actions or errors on our platform. Software errors in our platform and operational errors by our employees may also expose us to losses. Moreover, our trustworthiness and reputation are fundamental to our business. The occurrence of any operational errors, software defects, service disruption, employee misconduct, security breaches, or other similar actions or errors on our platform could result in financial losses to our business and our customers, loss of trust, damage to our reputation, or termination of our agreements with strategic partners, each of which could result in loss of customers, lost or delayed market acceptance and sales of our products and services; legal claims against us; regulatory enforcement action; or diversion of our resources, including through increased service expenses or financial concessions, and increased insurance costs. There can be no assurance that our insurance will cover losses or our coverage will be sufficient to cover our losses. If we suffer significant losses or reputational harm as a result, our business, operating results, and financial condition could be adversely affected.

Currently, substantially all of our revenue is derived from a single product, and we are thus particularly susceptible to fluctuations in the credit market.

Substantially all of our revenue is derived from our FUKUPE platform. We are currently rolling out our platform to include micro-loans, but it is not yet active. A wide variety of factors could impact the market for payroll advances, including macroeconomic conditions, competition, regulatory developments and other developments in the credit market. In addition, our current partners may in the future seek partnerships with competitors that are able to offer them a broader array of credit products. Over time, in order to preserve and expand our relationships with our existing bank partners, and enter into new partnerships, it may become increasingly important for us to be able to offer a wider variety of products than we currently provide.

A significant portion of our total revenue was derived from a few major customers.

For the year ended March 31, 2025, our largest customer accounted for 63.3% of our total revenues and the second largest customer accounted for 36.5% of our total revenues. For the year ended March 31, 2024, the same two largest customers accounted for 18.2% and 81.7% of our revenues.

The agreements with these customers have no fixed duration and can be terminated by either party upon three months’ written notice.

There are inherent risks whenever a large percentage of revenues are concentration with a limited number of customers. It is not possible for us to predict the future level of demand for our product that will be generated by these customers. We expect to continue to experience significant revenue concentration for the foreseeable future. Our customers’ demand for our products may fluctuate due to factors beyond our control. We could experience fluctuations in our customer base as markets and strategies evolve. A disruption in our relationship with any of our customers could adversely affect our business. In addition, any consolidation of our customers could reduce the number of customers to whom our products may be sold or the demand for our products. Our inability to meet our customers’ requirements or to qualify our products with them could adversely impact our revenue.

Negative publicity could adversely affect our business and operating results.

Negative publicity about our industry or our company, including the quality and reliability of our platform, effectiveness of the credit decisioning and scoring models, changes to our platform, our ability to effectively manage and resolve complaints, privacy and security practices, litigation, regulatory activity and the experience of customers, borrowers, and employees with our platform or services, even if inaccurate, could adversely affect our reputation and the confidence in, and the use of, our EWA platform, which could harm our business and operating results. Harm to our reputation can arise from many sources, including employee misconduct, misconduct by our partners, outsourced service providers or other counterparties, failure by us or our partners to meet minimum standards of service and quality, inadequate protection of customer information and compliance failures and claims.

Defects or disruptions in our services could diminish demand for our services and subject us to substantial liability.

We have in the past and may in the future find defects in or experience disruptions to our services. Such issues may arise in a variety of circumstances, including due to our customers using our services in unanticipated ways that may cause a disruption in services for other customers attempting to access their data; as a result of employee, contractor or other third-party action or inaction; or due to the complexity of our services, which incorporate a variety of hardware, proprietary software and third-party and open-source software. We may in the future also encounter difficulties integrating acquired or licensed technologies into our services and in augmenting the technologies we use to meet quality standards that are consistent with our brand and reputation, which may result in our services containing errors or defects.

We may be unable to sufficiently obtain, maintain, protect or enforce our intellectual property and other proprietary rights, which could reduce the value of our platform, products, services and brand, impair our competitive position and cause reputational harm.

Intellectual property and other proprietary rights are important to the success of our business, and our trademarks, trade names and service marks have significant value to our brand. Our ability to compete effectively is dependent in part upon our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary rights, including with respect to our proprietary technology. We rely on both registrations and common law protections for our trademarks. As of the date of this prospectus, we have nine patents in major jurisdictions, including the United States, Japan, and South Korea, and filings in 16 countries.

The steps we take to obtain, maintain, protect and enforce our intellectual property and other proprietary rights may be inadequate, and we cannot guarantee that any future patent, trademark or service mark registrations will be issued for our pending or future applications or that any of our current or future patents, copyrights, trademarks or service marks (whether registered or unregistered) will be valid, enforceable, sufficiently broad in scope, provide adequate protection of our intellectual property or other proprietary rights or provide us with any competitive advantage. Further, the standards, regulations, and enforcement may vary widely between different countries and we may not have the capacity to manage enforcement in the various jurisdictions. The legal standards relating to the validity, enforceability and scope of protection of intellectual property and other proprietary rights are uncertain and still evolving. Changes to intellectual property laws and regulations may also jeopardize the enforceability and validity of our intellectual property portfolio and harm our ability to obtain patent protection, including for some of our business methods.

Despite our efforts to protect these rights, unauthorized third parties, including our competitors, may reverse engineer, access, obtain or use the proprietary aspects of our technology, processes, products or services without our permission, thereby impeding our ability to promote our platform and possibly leading to customer confusion. Our competitors and other third parties may also design around or independently develop similar technology or otherwise duplicate or mimic our products or services such that we would not be able to successfully assert our intellectual property or other proprietary rights against them. The value of our intellectual property and other proprietary rights could diminish if others assert rights in or ownership of our intellectual property or other proprietary rights or if we do not make a claim in the appropriate timeframes. We may also be unable to prevent competitors or other third parties from acquiring or using trademarks, service marks, or other intellectual property or other proprietary rights that are similar to, infringe upon, misappropriate, dilute, or otherwise violate or diminish the value of our trademarks and service marks and our other intellectual property and proprietary rights. Additionally, if third parties succeed in registering or developing common law rights in our trademarks or similar trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to develop brand recognition of our platform, products or services. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could adversely impact our business, financial condition and results of operations.

In addition to registered intellectual property rights such as trademark registrations, we rely on non-registered proprietary information and technology, such as trade secrets, confidential information, know-how and technical information. We utilize confidentiality and intellectual property assignment agreements with our employees and contractors involved in the development of material intellectual property for us, which require such individuals to assign such intellectual property to us and place restrictions on the employees’ and contractors’ use and disclosure of our confidential information. However, these agreements may not be self-executing, and we cannot guarantee that we have entered into such agreements containing obligations of confidentiality with each party that has or may have had access to proprietary information, know-how or trade secrets owned or held by us. Additionally, our contractual arrangements may be insufficient, breached or may otherwise not effectively prevent disclosure of, or control access to, our confidential or otherwise proprietary information or provide an adequate remedy in the event of an unauthorized disclosure, which could cause us to lose any competitive advantage resulting from this intellectual property. Individuals that were involved in the development of intellectual property for us or who had access to our intellectual property may make adverse ownership claims to our current and future intellectual property. Likewise, to the extent that our employees, independent contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting works of authorship, know-how and inventions. The measures we have put in place may not prevent misappropriation, infringement or other violation of our intellectual property, proprietary rights or information, and any resulting loss of competitive advantage, and we may be required to litigate to protect our intellectual property or other proprietary rights or information from misappropriation, infringement or other violation by others, which is time-consuming and expensive, could cause a diversion of resources and may not be successful. Additionally, our efforts to enforce our intellectual property and other proprietary rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property and other proprietary rights, and if such defenses, counterclaims or countersuits are successful, it could diminish, or we could otherwise lose, valuable intellectual property and other proprietary rights. Additionally, the varying laws of countries may not be as protective of intellectual property and other proprietary rights as other countries, and the mechanisms for enforcement of intellectual property and other proprietary rights may drastically vary, and in some cases, be inadequate. Any of the foregoing could adversely impact our business, financial condition and results of operations.

Our concentration of business in Japan poses risks to our operations and financial condition.

Currently, we attribute 100% of our revenues to our business in Japan. We have not yet launched in our other proposed markets. Any potential deterioration in Japan’s credit quality or access to markets, the overall economy of Japan, or an increase in Japanese market volatility could adversely impact our operations and financial condition. Since April 2023, when the Ministry of Health, Labor and Welfare (MHLW) allowed paychecks to be provided digitally, the popularity of digital payments and EWA has grown rapidly, and it is unclear to what extent such market will continue to grow, if at all. If the MHLW changes its position or other regulations come into place that change the rules on digital payments, it will impact our business.

We are exposed to foreign currency fluctuations in the yen/dollar exchange rate.

Due to our operations in Japan, where functional currency is the Japanese yen, fluctuations in the exchange rate between the yen and the U.S. dollar can have a significant effect on our reported financial position and results of operations. A majority of our current payments and almost all expenses are paid in yen. Furthermore, our yen-denominated balance sheet is translated into U.S. dollars for financial reporting purposes with foreign exchange impact reflected in equity. Accordingly, fluctuations in the yen/dollar exchange rate can have a significant effect on our reported financial position and results of operations. Yen weakening has the effect of suppressing current year results in relation to the prior year, while yen strengthening has the effect of magnifying current year results in relation to the prior year. For regulatory accounting purposes, there are certain requirements for realizing impairments that could be triggered by changes in the rate of exchange between the yen and U.S. dollar and could negatively impact our earnings and the corresponding dividends and capital deployment.

Additionally, we are exposed to currency risk when yen cash flows are converted into U.S. dollars, resulting in changes in our U.S. dollar-denominated cash flows and earnings when exchange gains or losses, respectively, are realized. This primarily occurs when Advasa Japan pays dividends in yen to us. The exchange rates prevailing at the time of dividend payment may differ from the exchange rates prevailing at the time the yen profits were earned.

We are exposed to fluctuations in currency exchange rates that have in the past and could in the future negatively impact our financial results and cash flows from changes in the value of the U.S. Dollar versus local currencies.

We primarily conduct our business in Japan. We plan to expand to the U.S., Indonesia, Vietnam, Pakistan, South Korea, and India. The expanding global scope of our business exposes us to risk of fluctuations in foreign currency markets, including in emerging markets. This exposure is the result of selling in multiple currencies and operating in countries where the functional currency is the local currency. Specifically, our results of operations and cash flows are subject to currency fluctuations primarily in Japanese Yen and eventually the Indian Rupee against the U.S. Dollar. These exposures may change over time as business practices evolve, economic and political conditions change and evolving tax regulations come into effect. The fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and expenses for any given fiscal period, and could affect our ability to accurately predict our future results and earnings.

Additionally, global events as well as geopolitical developments, including the war in Ukraine and regional conflict in the Middle East, fluctuating commodity prices, uncertainty regarding changes in trade policy and inflation, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which has and could in the future amplify the volatility of currency fluctuations.

Our business has been, and may continue to be, adversely affected by economic conditions and other factors that we cannot control.

Many factors, including factors that are beyond our control, may impact our results of operations or financial condition and our overall success by affecting an employees need to take advantage of EWA or a customer’s willingness to incur loan obligations. These factors include interest rates, levels of inflation, unemployment levels, conditions in the housing market, gas prices, energy costs, trade wars, as well as events such as natural disasters, acts of war, terrorism, catastrophes and the global or national outbreak of an illness or other communicable disease, or any other public health crisis. Uncertainty and negative trends in general economic conditions, including significant tightening of credit markets, historically have created a difficult operating environment for our industry.

Many new consumers on our platform have limited or no credit history, or have no savings. Accordingly, such borrowers have historically been, and may in the future become, disproportionately affected by adverse macroeconomic conditions, such as the aforementioned events that have occurred or may occur again in the future.

In addition, major medical expenses, divorce, death or other issues that affect borrowers could affect a borrower’s willingness to take advantage of EWA. Increasing inflation and interest rates may cause employees to look for EWA products over other loan products. The extent to which any certain macroeconomic event impacts our business and results of operations will depend on future developments that are highly uncertain and cannot be predicted. An extended period of economic disruption as a result of any certain macroeconomic event could have a material negative impact on our business, results of operations and financial condition. To the extent such an event adversely affects our business and financial results, it is likely to also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Decreased demand for advanced funds, including as a result of increased savings or income, could result in a loss of revenues or decline in profitability if we are unable to successfully adapt to such changes.

The demand for earned wages facilitated on our platform in the markets we serve could decline due to a variety of factors, such as regulatory restrictions that reduce access to particular products, the availability of competing or alternative products, increases in interest rates, or changes in customer’s financial conditions, particularly increases in income or savings.

For instance, an increase in state or federal minimum wage requirements or a decrease in individual income tax rates could decrease demand for our earned wages. Additionally, a change in focus from borrowing to saving would reduce demand. Should we fail to adapt to a significant change in customer’s demand for, or access to, the products facilitated on our platform, our revenues could decrease significantly. Even if we make adaptations or introduce new products to fulfill customer demand, customers may resist or may reject products whose adaptations make them less attractive or less available. Such decreased demand could have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows.

We may be unsuccessful in managing the effects of changes in the cost of capital on our business.

We have in the past and will continue to evaluate and consider opportunities to access the capital markets to obtain capital to develop new technologies, expand our business, respond to competitive pressures or pursue strategic transactions, as well as for general corporate purposes. We may try to raise additional funds through public or private financings, strategic relationships or other arrangements. However, our future access to the capital markets and ability to obtain debt or equity funding on terms that are satisfactory to us, if at all, could be restricted due to a variety of factors, including a deterioration of our earnings, cash flows, balance sheet quality, our credit rating, investor interest or overall business or industry prospects, interest rates, adverse regulatory changes, a disruption to or volatility or deterioration in the state of the capital markets or a negative bias toward our industry by market participants. If adequate funds are not available, or are not available on acceptable terms, we may not have sufficient liquidity to fund our operations, make future investments, take advantage of acquisitions or other opportunities or respond to competitive challenges.

If we succeed in raising additional funds through the issuance of equity or equity-linked securities, then existing stockholders could experience substantial dilution. If we raise additional funds through the issuance of debt securities or preferred stock, these new securities would have rights, preferences and privileges senior to those of the holders of our Common Stock. In addition, any such issuance could subject us to restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Further, to the extent we incur additional indebtedness or such other obligations, the risks associated with our existing debt, including our possible inability to service our existing debt, would increase.

The industries in which we operate are highly competitive, which could adversely affect our results of operations.

The industries in which we compete are highly competitive and subject to rapid and significant changes. We compete against companies and financial institutions across the retail banking, financial services, consumer technology and financial technology services industries, as well as other nonbank lenders offering banking-related services and serving credit-challenged consumers, and offering consumer lending-related or earned wage access products, as well as online marketplace lenders, check cashers, point-of-sale lenders and payday lenders. We may compete with others in the market who may provide lending and other services though a platform similar to our platform.

These and other competitors in the banking and financial technology industries are introducing innovative products and services that may compete with ours. We expect that this competition will continue as banking and financial technology industries continue to evolve, particularly if non-traditional non-recourse advance providers and other parties gain greater market share in these industries or if changes in financial services regulation enable new competitors to enter the sector or new means of offering products and services that compete with ours. If we are unable to differentiate our products and platform from and successfully compete with those of our competitors, or if our competitors adopt business models that more closely resemble our own, we may lose our competitive advantage and our business, results of operations and financial condition may be materially and adversely affected.

Many existing and potential competitors are entities substantially larger in size and more established, including with greater resources, highly diversified revenues and significantly more brand awareness than ours. As such, many of our competitors can leverage their size, robust networks, financial wherewithal, brand awareness, pricing power and technological assets to compete with us. To the extent new entrants gain market share, the purchase and use of our products and services would decline. If price competition materially intensifies, we may have to decrease the prices of our products and services, which would likely adversely affect the results of operations.

Our long-term success depends on our ability to compete effectively against existing and potential competitors that seek to provide banking and financial technology products and services. If we fail to compete effectively against these competitors, our revenues, results of operations, prospects for future growth and overall business will be materially and adversely affected.

In order to remain competitive and to continue to increase our revenues and earnings, we must continually and quickly update our services, a process that could result in higher costs and the loss of revenues, earnings and customers if the new services do not perform as intended or are not accepted in the marketplace.

The technology industry in which we compete is characterized by rapid technological change, new product introductions, evolving industry standards and changing customer needs. In order to remain competitive, we are continually involved in a number of projects, including the development of our platform, new products, mobile payment applications, ecommerce services and other new offerings. Many of our competitors are established in their relative countries and their expansion into our markets and target markets may involve evolving their product to cater to the rules and standards of that local jurisdiction, similar to our business plan. These projects carry the risks associated with any development effort, including cost overruns, delays in delivery and performance problems, which could in turn lead to impairment of long-lived assets associated with projects. Any delay in the delivery of new services or the failure to differentiate our services could render our services less desirable to customers, or possibly even obsolete. Furthermore, as the market for alternative financial services evolves, it may develop too rapidly or not rapidly enough for us to recover the costs we have incurred in developing new services targeted at this market, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, certain of the services we deliver are designed to process very complex transactions and deliver reports and other information on those transactions, all at very high volumes and processing speeds. Any failure to deliver effective, accurate, compliant and secure services or any performance issue that arises with a new service could result in significant processing or reporting errors or other losses. We rely in part on third parties, including some of our competitors and potential competitors, for the development of and access to new technologies. If development efforts are required or if promised new services are not delivered timely to our customers or do not perform as anticipated, we could incur higher costs, a loss of revenues and lower earnings and cash flows.

Our inability to protect our systems and data from continually evolving cybersecurity threats or other technological risks could adversely affect our ability to deliver our services; damage our reputation among our customers, card issuers, financial institutions, and partners; and expose us to penalties, fines, liabilities, legal claims and defense costs.

The collection, maintenance, use, protection, disclosure and disposal of individually identifiable data by the businesses we work with are regulated at the international, federal and state levels. These laws and rules are subject to change by legislation or administrative or judicial interpretation. With regard to personal information obtained from customers, borrowers, employers, or others, we are regulated in Japan by the APPI and guidelines issued by FSA and other governmental authorities.

In order to provide our services, we process and store sensitive business and personal information, which may include credit and debit card numbers, bank account numbers, social security numbers, driver’s license numbers, names and addresses and other types of sensitive personal or business information. Some of this information is also processed and stored by our customers and their payroll systems, financial institutions, merchants and other entities, as well as third-party service providers to whom we outsource certain functions, and other agents, such as independent consultants and auditors, which we refer to collectively as our associated third parties. We may have responsibility to the card networks, financial institutions, regulators, and in some instances, our merchants, for our failure or the failure of our associated third parties (as applicable) to protect this information.

We are a regular target of malicious third-party attempts to identify and exploit system vulnerabilities, and/or penetrate or bypass our security measures, in order to gain unauthorized access to our networks and systems or those of our associated third parties. Such attempts at unauthorized access can lead to the compromise of sensitive, business, personal or confidential information. Our information security program includes technical, physical and administrative controls that are designed to maintain the confidentiality, integrity and availability of our information and technical assets. However, we cannot provide any assurance that these cybersecurity risk management processes and controls will be fully complied with or effective, and we cannot be certain that these measures or others will always be successful or will always be sufficient to counter, or to rapidly detect, contain and remediate all current and emerging technology threats.

More particularly, our computer systems and/or our associated third parties’ computer systems may be targeted for penetration on a regular basis, and our data protection measures may not prevent unauthorized access. The techniques used to obtain unauthorized access, disable or degrade services or sabotage systems change frequently. These techniques are often difficult to detect and they continually evolve and may become more sophisticated. Threats to our systems and our associated third parties’ systems can derive from human error or malicious actions by employees or third parties, including state-sponsored organizations with significant financial and technological resources. In addition, we may experience system disruptions or delays caused by computer viruses and other malware or vulnerabilities that could infect our systems or those of our associated third parties. Denial of service, ransomware or other methods of attacks could be launched against us for a variety of purposes, including to interfere with our services or to create a diversion for other malicious activities. Our defensive measures may not prevent downtime, unauthorized access or misuse of sensitive data. We have experienced all of the incident types described in this paragraph in the past, and we cannot guarantee that we will be able to detect and prevent all such incidents in the future.

Furthermore, certain of our third-party relationships are governed by written contracts that contain requirements relating to information security. We do not control the actions of our associated third parties, and any disruptions in their services caused by cyberattacks and/or security breaches could adversely affect our ability to service our customers or otherwise conduct our business. In addition, we impose contractual requirements on our counterparties, including vendors and other third parties, to comply with applicable privacy and security laws related to the use and security of sensitive or personal information. We cannot provide assurances that these contractual requirements will be followed or will be adequate to prevent the misuse of this data. Any misuse or compromise of personal information stored on those systems, or any other failure by a vendor, partner or other third party to abide by our contractual requirements, could expose us to regulatory fines, third-party liability, protracted and costly litigation and, with respect to misuse of the personal information of our customers, lost revenue and reputational harm.

Any type of security breach, cyberattack, unintentional or intentional disclosure of sensitive business and personal information or misuse of data described above or otherwise, whether experienced by us or an associated third party, could harm our reputation; deter existing and prospective customers from using our services or from making digital payments generally; increase our operating expenses in order to contain and remediate the incident; expose us to unanticipated or uninsured liability; disrupt our operations (including potential service interruptions); distract our management; increase our risk of litigation or regulatory scrutiny; result in the imposition of penalties and fines under state, and federal and foreign laws or by the card networks.

Under Japanese laws and regulations, including the APPI, if a leak or loss of personal information should occur, depending on factors such as the volume of personal data involved and the likelihood of other secondary damage, we may be required to file reports to the FSA; issue public releases explaining such incident to the public; or become subject to an FSA business improvement order, which could pose a risk to our reputation.

In addition, as a global company, we are increasingly subject to complex and varied cybersecurity incident reporting requirements across numerous jurisdictions. With the often short timeframes required for cyber incident reporting, there is a risk that we or our associated third parties will fail to meet the reporting deadlines for any given incident. Regardless of where an incident occurs, it may take considerable time for us to investigate and evaluate the full impact of a cybersecurity incident, particularly in the case of a sophisticated attack. These factors may inhibit our ability to provide prompt, full and reliable information about the cybersecurity incident to our customers, partners and regulators, as well as to the public. Noncompliance with any privacy laws or any security breach involving the misappropriation, loss, theft or other unauthorized disclosure of sensitive or confidential customer information, whether by us or by one of our third parties, could have a material adverse effect on our business, reputation, brand and results of operations, including: material fines and penalties; compensatory, special, punitive and statutory damages; consent orders regarding our privacy and security practices; adverse actions against our licenses to do business; and injunctive relief.

Any of the foregoing could adversely affect our business, financial condition and results of operation.

Extensive regulation and changes in legislation can impact profitability and growth.

We are subject to complex laws and regulations that are administered and enforced by a number of governmental authorities, that exercise a degree of interpretive latitude, including the FSA and Ministry of Finance (MOF) in Japan, state regulators, the SEC, and the U.S. Department of the Treasury, including the Internal Revenue Service (IRS), in the U.S. We are subject to the risk that compliance with any particular regulator’s or enforcement authority’s interpretation of a legal or regulatory issue may result in non-compliance with another regulator’s or enforcement authority’s interpretation of the same issue, particularly when compliance is judged in hindsight. Further, regulatory authorities periodically re-examine existing laws and regulations applicable to financial services and their products. Changes in these laws and regulations, or in interpretations thereof, could have a material adverse effect on our financial condition and results of operations.

Additionally, changes in the overall legal or regulatory environment may, even absent any particular regulator’s or enforcement authority’s interpretation of an issue changing, cause us to change our views regarding the actions we need to take from a legal or regulatory risk management perspective. This may necessitate changes to our practices that may, in some cases, limit its ability to grow or otherwise negatively impact our profitability.

Our business is subject to extensive regulation in the jurisdictions in which we conduct our business.

Our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations. In most states in which we operate, a consumer credit regulatory agency regulates and enforces laws relating to consumer lenders. These rules and regulations generally provide for licensing as a consumer lender, limitations on the amount, duration and charges, including interest rates, for various categories of loans, requirements as to the form and content of finance contracts and other documentation, and restrictions on collection practices and creditors’ rights. In certain states, we are subject to periodic examination by state regulatory authorities. Some states in which we operate do not require special licensing or provide extensive regulation of our business.

A material failure to comply with applicable laws and regulations could result in regulatory actions, lawsuits and damage to our reputation, which could have a material adverse effect on our results of operations, financial condition and liquidity.

Software and hardware defects, failures, undetected errors and development delays could affect our ability to deliver our services, damage customer relations, expose us to liability and have an adverse effect on our business, financial condition and results of operations.

Our core services are based on software and computing systems that may encounter development delays, and the underlying software may contain undetected errors, viruses, defects or vulnerabilities. The hardware infrastructure on which our systems run may have a faulty component or fail. Defects in our software services, underlying hardware or errors or delays in our processing of digital transactions could result in additional development costs, diversion of technical and other resources from our other development efforts and could result in loss of credibility with current or potential customers, harm to our reputation and exposure to liability claims.

In instances in which we rely on third-party software, our services are occasionally affected by defects, viruses, vulnerabilities, security incidents or other failures that take place at the vendor level. Depending on the circumstances, a vendor failure could cause delays, disruption or data loss or damage, and therefore cause harm to our credibility, reputation or financial condition. In addition, our insurance may not be adequate to compensate us for all losses or failures that may occur.

The success of our business depends in part on effective information technology systems, on continuing to develop and implement improvements in technology, and on successful execution of revenue growth and expense management initiatives.

Our business depends in large part on our technology systems for interacting with our customers and providing customers with easy-to-use products to meet their needs and ensuring their employees have the technology in place to support those needs. As such, we are investing in technology and other capabilities to continuously enhance our customer experience, while also seeking to increase efficiencies. We are also developing new and innovative products and enhancing existing products. We will continue to incur expenses related to, among other things, investments in digital capabilities and product innovation. Our development of new technology could lead to an increased risk of a business interruption or a cybersecurity breach. Further, our long-term strategy depends on successful operational execution and our ability to execute on our transformational initiatives, including investments in technology and other initiatives intended to grow revenue and control expenses, combined with our ability to achieve efficiencies and attract and retain personnel. If we do not maintain the effectiveness of our systems and continue to develop and enhance information systems that support our business processes in a cost-efficient manner, our sales, business retention, operations and reputation could be adversely affected and it could be exposed to litigation, regulatory proceedings and fines or penalties.

Our proposed microloan product has major competition, is susceptible to market conditions and changing regulations and may not be successful when launched.

We are currently developing our microloan product and its success will depend in part on the continued growth of the unsecured personal loan market, and if such market does not further grow or grows more slowly than we expect, our business, financial condition and results of operations could be adversely affected. Because such personal loans are unsecured, there is a risk that borrowers will not prioritize repayment of such loans, particularly in any economic downcycle. To the extent borrowers have or incur other indebtedness that is secured, such as a mortgage, a home equity line of credit or an auto loan, borrowers may choose to repay obligations under such secured indebtedness before repaying their loans facilitated on our platform. In addition, borrowers may not view loans facilitated on our platform, which were originated through an online platform, as having the same significance as other credit obligations arising under more traditional circumstances, such as loans originated by banks or other commercial financial institutions on other platforms.

We are also more susceptible to the risks of changing and increased regulations and other legal and regulatory actions targeted towards the unsecured personal loan market. It is possible that regulators may view unsecured personal loans as high risk for a variety of reasons, including that borrowers will not prioritize repayment of such loans due to the unsecured nature of such loans or because existing laws and regulations may not sufficiently address the benefits and corresponding risks related to nonbank financial institutions and their digital specialty finance platforms. Further, courts and/or regulators could change their interpretation or application of state and federal consumer financial protection laws for the unsecured personal loan product class given hardships borrowers experience or actual or perceived lack of borrower disclosure or understanding of loan terms. If we are unable to manage the risks associated with the unsecured personal loan market, our business, financial condition and results of operations could be adversely affected.

Further, we face major competition in this market from banks and other institutions that are significantly bigger than us and have been operating in this space for a longer period of time. It would be easier for them to pivot or otherwise expand their creditworthiness criteria to encompass the market that we were focused on. If we are unable to develop our machine learning platform to account for events outside of our control or if it is unable to more successfully predict the creditworthiness of potential borrowers compared to other lenders, then our business, financial condition and results of operations could be adversely affected.

We may not be able to scale our business on a timely basis to meet our customers’ growing needs, and if we are not able to grow efficiently, our operating results could be harmed.

As usage of our platform grows and we add additional strategic partners, we will need to devote additional resources to improving and maintaining our infrastructure and computer network and integrating with third-party applications to maintain the performance of our platform. In addition, we will need to appropriately scale our internal business systems and our services organization, including customer support, risk and compliance operations, and professional services, to serve our growing customer base.

Any failure of or delay in these efforts could result in service interruptions, impaired system performance, and reduced customer satisfaction, which could negatively impact our revenue growth. If sustained or repeated, performance issues could reduce the attractiveness of our platform to customers and could result in lost customer opportunities, which could hurt our revenue growth and our reputation. Even if we are successful in these efforts to scale our business, they will be expensive and complex, and require the dedication of significant management time and attention. We could also face inefficiencies or service disruptions as a result of our efforts to scale our internal infrastructure. We cannot be sure that the expansion and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could adversely affect our business, operating results, and financial condition.

If we fail to effectively manage our growth, our business, financial condition and results of operations could be adversely affected.

Over the last several years, we have experienced rapid growth and fluctuations in our business, and we expect to continue to experience growth and fluctuations in the future. For the years ended March 31, 2025 and 2024, we had revenues of approximately $10,044,000 and $10,524,000, respectively, representing a year-over-year decrease of approximately 4.6% from 2024 to 2025. For the six months ended September 30, 2025 and 2024, we had revenues of approximately $11,731,000 and $82,000, respectively, representing a decrease of approximately 14,206% from September 30, 2024 to ,September 30, 2025. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These fluctuations has placed, and may continue to place, significant demands on our management, processes and operational, technological and financial resources. Our ability to manage our growth effectively and to integrate new employees and technologies into our existing business will require us to continue to retain, attract, train, motivate and manage employees and expand our operational, technological and financial infrastructure. Continued growth could strain our ability to develop and improve our operational, technological, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Any of the foregoing factors could negatively affect our business, financial condition and results of operations.

Our projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.

We operate in a rapidly changing and competitive industry and our projections will be subject to the risks and assumptions made by management with respect to our industry. Operating results are difficult to forecast because they generally depend on a number of factors, including the competition we face and our ability to attract and retain customers. Additionally, our business may be affected by reductions in consumer borrowing, spending and investing from time to time as a result of a number of factors which may be difficult to predict. This may result in decreased revenue levels, and we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our operating results in a given quarter to be higher or lower than expected. These factors make creating accurate forecasts and budgets challenging and, as a result, we may fall materially short of our forecasts and expectations, which could cause the price of our securities to decline and investors to lose confidence in us.

Risks Related to Management and Employees

If the voting power of our capital stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

Currently, Asamitsu Kosugi beneficially owns an aggregate of 212,705,250 shares of our Common Stock, which represents 43.81% of the voting power of our outstanding capital stock. Following this offering, Mr. Kosugi will have approximately ______% of the voting power of our outstanding capital stock if all the Common Stock being offered hereby are sold (or _______% of our outstanding voting power if the underwriters’ option to purchase additional shares is exercised in full). As a result, Mr. Kosugi will have significant voting power over matters requiring stockholder votes, including: the election of directors; mergers, consolidations and acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; amendments to our certificate of incorporation or our bylaws; and our winding up and dissolution.

This concentration of voting power may delay, deter or prevent acts that would be favored by our other stockholders. The interests of Mr. Kosugi may not always coincide with our interests or the interests of our other stockholders. This concentration of voting power may also have the effect of delaying, preventing or deterring a change in control of us. Also, Mr. Kosugi may seek to cause us to take courses of action that, in his judgment, could enhance his investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders, including investors in this offering. As a result, the market price of our Common Stock could decline, or stockholders might not receive a premium over the current market price of our Common Stock upon a change in control. In addition, this concentration of voting power may adversely affect the trading price of our Common Stock because investors may perceive disadvantages in owning shares in a company with significant stockholders. See “Executive and Director Compensation” and “Description of Securities.”

We depend on our senior management team and other key employees, and the loss of one or more key personnel or an inability to attract, hire, integrate and retain highly skilled personnel could have an adverse effect on our business, financial condition or results of operations.

Our success depends largely upon the continued services of our key executives. We also rely on our leadership team in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities, arranging necessary financing, and for general and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. The loss or replacement of one or more of our executive officers or other key employees could have a serious adverse effect on our business, financial condition or results of operations.

To continue to execute our growth strategy, we also must identify, hire and retain highly skilled personnel. We might not be successful in continuing to attract and retain qualified personnel. Failure to identify, hire and retain necessary key personnel could have a material adverse effect on our business, financial condition or results of operations.

Our management does not have experience managing a U.S. public company and our current resources may not be sufficient to fulfill our public company obligations.

Following the closing of this offering, we will be subject to various regulatory requirements, including those of the SEC and Nasdaq Stock Market. These requirements include recordkeeping, financial reporting and corporate governance rules and regulations. Our management team does not have experience in managing a U.S. public company and, historically, has not had the resources typically found in a public company. Our internal infrastructure may not be adequate to support our increased reporting obligations and we may be unable to hire, train or retain necessary staff and may be reliant on engaging outside consultants or professionals to overcome our lack of experience or employees. Our business, financial condition or results of operations could be adversely affected if our internal infrastructure is inadequate, including if we are unable to engage outside consultants or are otherwise unable to fulfill our public company obligations.

Risks Related to Legal, Regulatory, Environmental, Intellectual Property and Privacy Matters

Our business is subject to government regulation and oversight. Any new implementation of or changes made to laws, regulations or other industry standards affecting our business in any of the geographic regions in which we operate may require significant development and compliance efforts or have an unfavorable effect on our ability to continue to offer certain services, which could adversely affect our business, financial condition, results of operations and cash flows.

As a financial technology company, our business is affected by laws and complex regulations and examinations that affect us and our industry in the countries in which we operate. Regulation and proposed regulations have continued to increase significantly in recent years. Failure to comply with regulations or guidelines may result in the suspension or revocation of a license or registration, the limitation, suspension or termination of service, and the imposition of civil and criminal penalties, including fines, or may cause customers or potential customers to be reluctant to do business with us, any of which could have an adverse effect on our financial condition.

Though there is no law explicitly governing EWA in Japan, there are various regulation that have laid a foundation for facilitating EWA services. Under Japan’s Labor Standards Act, wages must be paid in full, directly to the employee, in currency. Effective April 1, 2023, the Ministry of Health, Labour and Welfare (MHLW) allowed employers to pay salaries to their employees electronically, through designated funds transfer service providers, including through smartphone payment apps. While MHLW does not specifically address EWA services, our interpretation of the mandate is that EWA platforms can function as such designated funds transfer service provider, enabling us to offer our EWA services. In the event that the MHLW revises its guidance or otherwise supplements the regulation in a way contrary to our current business practices, it will have an adverse effect on our business.

In addition, we are currently not required to obtain a money lending license, because we are not considered a prepayment service provider. However, in the event that Japan’s Money Lending Business Act is or Japan’s Ministry of Economic Trade and Industry changes their position that prepaid salary replacement services do not fall under the category of a “money lending business” under Japanese law because the employer is advancing wages that the employee has already earned, then we may have to obtain such licenses. The process and timeline to obtain such license is unknown to us at this time and we are uncertain of the business disruption it may cause should this regulation change.

In Indonesia, the fintech sector is primarily overseen by the Bank of Indonesia (“BI”) and the Financial Services Authority (“OJK”). If our EWA platform falls under the purview of OJK, then we may be required to participate in OJK’s assessment of our business model and compliance with their existing regulations. Additionally, if we are deemed to offer payment services, we may need to obtain a license from BI as a payment service provider. Currently, EWA platforms are expected to adhere to consumer protection principles. If these regulations change to an extent that our platform cannot currently provide, it will have an adverse effect on our expansion plans.

As the regulatory environment remains unpredictable and subject to rapid change, new obligations could increase the cost and complexity of compliance. Evolving regulations also increase the risk of investigations, fines, nonmonetary penalties and litigation. Noncompliance with these regulations could lead to substantial regulatory fines and penalties or damages from private causes of action. The effect of such regulations could adversely affect our business, financial condition, results of operations and cash flows.

Continuing developments in privacy and data protection regulation globally, combined with the rapid pace of technology innovation, have created risks and operational challenges for many of our business activities. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data privacy practices or operations model, which could result in potential fines, damages or a need to incur substantial costs to modify our operations. Compliance with these laws and regulations can be costly and time consuming, adding a layer of complexity to business practices and innovation. Our failure to comply could result in public or private enforcement action and accompanying litigation costs, losses, fines and penalties, which could adversely affect our business, financial condition, results of operations and cash flows.

In addition, multiple agencies and the SEC have adopted or proposed enhanced cybersecurity risk management rules and/or standards that could apply to us and our clients and that address cybersecurity risk governance and management, management of internal and external dependencies, and incident response, cyber resilience and situational awareness. Several states and foreign countries also have adopted or proposed new privacy and cybersecurity laws covering these issues. Legislation and regulations on cybersecurity, data privacy and data localization may compel us to enhance or modify our systems, invest in new systems or alter our business practices or our policies on data governance, security and privacy. If any of these laws, rules or standards are applicable to us, our operational costs could increase significantly.

Tax rates may change.

We are subject to taxation in Japan, and in the U.S. under federal and numerous state and local tax jurisdictions. In preparing our financial statements, we estimate the amount of tax that will become payable, but our effective tax rate may be different than estimates due to numerous factors including accounting for income taxes, the mix of earnings from Japan and the U.S., the results of tax audits, adjustments to the value of uncertain tax positions, changes to estimates and other factors. Further, changes in U.S. or Japan tax laws or interpretations of such laws could increase our corporate taxes and reduce earnings.

In addition, it remains difficult to predict the timing and effect that future tax law changes could have on the our earnings. Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current estimates. If our effective tax rate were to increase, our financial condition and results of operations could be adversely affected. 

New or revised tax regulations, unfavorable resolution of tax contingencies or changes to enacted tax rates could adversely affect our tax expense.

Changes in tax laws or their interpretations could result in changes to enacted tax rates and may require complex computations to be performed that were not previously required, significant judgments to be made in interpretation of the new or revised tax regulations and significant estimates in calculations, as well as the preparation and analysis of information not previously relevant or regularly produced. Future changes in enacted tax rates could adversely affect our business, financial condition, results of operations and cash flows.

In 2024, additional jurisdictions globally enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules (“Pillar Two”), which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework. The effective dates are generally January 1, 2024, and January 1, 2025, for different aspects of the rules and vary by jurisdiction. Additional jurisdictions are expected to implement the model rules under local law in the future, with varying effective dates. We are continuing to evaluate the potential effect on future periods of the Pillar Two implementation, pending legislative adoption by additional individual countries and the ongoing issuance of additional administrative guidance by the OECD.

Our tax returns and positions are subject to review and audit by federal, state, local and international taxing authorities. An unfavorable outcome to a tax audit could result in higher tax expense, thereby adversely affecting our business, financial condition, results of operations and cash flows. We exercise significant judgment and make estimates that we believe to be reasonable in calculating our worldwide provision for income taxes and other tax liabilities. However, relevant tax authorities may disagree with our estimates, interpretations or tax treatment of certain material items. Failure to sustain our position in these matters could adversely affect our business, financial condition, results of operations and cash flows.

Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.

We operate in a rapidly changing industry. We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk, and other market-related risks, as well as operational risks related to our business, assets and liabilities. Accordingly, our current risk management policies and procedures may not be fully effective in identifying, monitoring and managing our risks. If our policies and procedures are not fully effective, or if we are not always successful in identifying and mitigating all risks to which we are or may become exposed, we may suffer uninsured liability, harm to our reputation or be subject to litigation or regulatory actions that could have a material adverse effect on our business, financial condition, results of operations and cash flows.

General Risks

We are a holding company and depend upon our operating subsidiaries for our cash flows.

We are a holding company. Almost all of our operations are conducted, and almost all of our assets are owned, by our operating subsidiaries. Consequently, our cash flows and our ability to meet our obligations depend upon the cash flows of our operating subsidiaries and the payment of funds by these operating subsidiaries to us in the form of dividends, distributions or otherwise. The ability of our operating subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities and legal restrictions. Any failure to receive dividends or distributions from our operating subsidiaries when needed could have a material adverse effect on our business, results of operations or financial condition

If we fail to maintain effective internal control over financial reporting, the price of our securities may be adversely affected.

Our internal controls over financial reporting have weaknesses and conditions that require correction or remediation. For the years ended March 31, 2025 and 2024, we identified three material weaknesses in our assessment of the effectiveness of disclosure controls and procedures. We have (i) deficiencies in the segregation of duties, (ii) deficiencies in the staffing of our financial accounting department and (iii) limited checks and balances in processing cash and other transactions. We are committed to improving our financial reporting processes. We plan on contracting with an outside-certified public accountant to assist us in maintaining our disclosure controls and procedures and the preparation of our financial statements for the foreseeable future. We also plan on increasing the size of our accounting staff at the appropriate time for our business and its size to ameliorate our concern that we do not effectively segregate certain accounting duties or have adequate staffing. We believe the foregoing actions would resolve these material weaknesses in disclosure controls and procedures. However, there can be no assurances as to the timing of any such actions or that we will be able to do so. Any failure by us to implement the changes necessary to maintain an effective system of internal controls could harm our operating results materially and cause investors and financial analysts to lose confidence in our reported financial information. Any such loss of confidence in the investment community would have a negative effect on the trading and price of our Common Stock.

If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and have an adverse effect on the value of our securities.

As a public company, we would be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Further, we will be required to report any changes in internal controls on a quarterly basis. In addition, we would be required to furnish a report by management on the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We will design, implement, and test the internal controls over financial reporting required to comply with these obligations. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the value of our securities could be negatively affected. We also could become subject to investigations by the Commission or other regulatory authorities, which could require additional financial and management resources.

Changes to accounting rules or regulations may adversely affect our business, financial condition or results of operations.

Changes to existing accounting rules or regulations may impact our business, financial condition or results of operations. Other new accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. Such changes to accounting rules or regulations could materially adversely affect our business, financial condition or results of operations.

As an emerging growth company, our auditor will not be required to attest to the effectiveness of our internal controls.

Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting and we are not. While our management will be required to attest to internal control over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company and cease to be a smaller reporting company (as described below), we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting. Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds to invest in future growth opportunities. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could seriously harm our business and operating results. If we incur debt, the debt holders would have rights senior to common shareholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common shares. Furthermore, if we issue equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those of our common shares. Any additional equity or equity-linked financings would be dilutive to our shareholders. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. As a result, our shareholders bear the risk of our future securities offerings reducing the market price of our common shares and diluting their interest.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest to occur of: (i) the end of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (ii) the end of the fiscal year in which the market value of our common shares that are held by non-affiliates is at least $700.0 million as of the last business day of our most recently completed second fiscal quarter; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and (iv) the end of the fiscal year during which the fifth anniversary of this offering occurs.

Until such a time, however, we cannot predict if investors will find our securities less attractive because we may rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the price of our securities may be more volatile.

We believe we will be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our Common Stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements, and we will provide only two years of financial statements. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

The certificate of incorporation and bylaws provides that state or federal court located within the state of Delaware will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Section 21 of our certificate of incorporation and Section 7.4 of our bylaws provides that “[u]nless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located in the county in which the principal office of the corporation in the State of Delaware is established, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Notwithstanding the foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange of 1934, as amended, the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction.” Therefore, the exclusive forum provision in our certificate of incorporation and our bylaws will not relieve us of our duty to comply with the federal securities laws and the rules and regulations thereunder, and shareholders will not be deemed to have waived our compliance with these laws, rules and regulations.

This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees. In addition, shareholders who do bring a claim in the state or federal court in the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The state or federal court of the State of Delaware may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our shareholders. However, the enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation have been challenged in legal proceedings, and it is possible that a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find the exclusive forum provision contained in our certificate of incorporation and our bylaws to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.

By purchasing Common Stock in this offering, you are bound by the fee-shifting provision contained in our bylaws, which may discourage you to pursue actions against us and could discourage shareholder lawsuits that might otherwise benefit us and our shareholders.

Section 7.4 of our bylaws provides that “[i]f any action is brought by any party against another party, relating to or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action, provided that the provisions of this sentence shall not apply with respect to “internal corporate claims” as defined in Section 109(b) of the DGCL.”

Our bylaws provide that for this section, the term “attorneys’ fees” or “attorneys’ fees and costs” means the fees and expenses of our counsel and any other parties asserting a claim subject to Section 7.4 of the bylaws, which may include printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding.

We adopted the fee-shifting provision to eliminate or decrease nuisance and frivolous litigation. We intend to apply the fee-shifting provision broadly to all actions except for claims brought under the Exchange Act and Securities Act.

There is no set level of recovery required to be met by a plaintiff to avoid payment under this provision. Instead, whoever is the prevailing party is entitled to recover the reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. Any party who brings an action, and the party against whom such action is brought under Section 7.4 of our bylaws, which could include, but is not limited to former and current shareholders, our directors, officers, affiliates, legal counsel, expert witnesses and other parties, are subject to this provision. Additionally, any party who brings an action, and the party against whom such action is brought under Section 7.4 of our bylaws, which could include, but is not limited to former and current shareholders, our directors, officers, affiliates, legal counsel, expert witnesses and other parties, would be able to recover fees under this provision.

In the event you initiate or assert a claim against us, in accordance with the dispute resolution provisions contained in our Bylaws, and you do not, in a judgment prevail, you will be obligated to reimburse us for all reasonable costs and expenses incurred in connection with such claim, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. Additionally, this provision in Section 7.4 of our bylaws could discourage shareholder lawsuits that might otherwise benefit us and our shareholders.

THE FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMMON STOCK OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

Risks Related to This Offering and Ownership of Our Common Stock

Once our Common Stock is listed on the Nasdaq Capital Market, there can be no assurance that we will be able to comply with Nasdaq Capital Market’s continued listing standards.

Prior to this offering, there has been no public market for shares of our Common Stock. As a condition to consummating this offering, our Common Stock offered in this prospectus must be listed on the Nasdaq Capital Market or another national securities exchange. Accordingly, in connection with the filing of the registration statement of which this prospectus forms a part, we have applied to list our Common Stock on the Nasdaq Capital Market under the symbol “ADBT.” Assuming that our Common Stock is listed and after the consummation of this offering, there can be no assurance any broker will be interested in trading our Common Stock. Therefore, it may be difficult to sell your shares of Common Stock if you desire or need to sell them. Our underwriters are not obligated to make a market in our Common Stock, and even if it makes a market, it can discontinue market making at any time without notice. Neither we nor the underwriters can provide any assurance that an active and liquid trading market in our Common Stock will develop or, if developed, that such a market will continue.

Once our Common Stock is approved for listing on the Nasdaq Capital Market, there is no guarantee that we will be able to maintain such a listing for any period of time by perpetually satisfying Nasdaq Capital Market’s continued listing requirements. Our failure to continue to meet these requirements may result in our Common Stock being delisted from Nasdaq Capital Market.

The price of our Common Stock could be subject to rapid and substantial volatility.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, the Common Stock may be subject to rapid and substantial price volatility, low volumes of trade and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Common Stock.

In addition, if the trading volumes of our Common Stock are low, people buying or selling in relatively small quantities may easily influence the prices of our’ Common Stock. This low volume of trade could also cause the price of our Common Stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Common Stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Common Stock. As a result of this volatility, investors may experience losses on their investment in our Common Stock. A decline in the market price of our Common Stock also could adversely affect our ability to sell additional shares or Common Stock or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Common Stock will develop or be sustained. If an active market does not develop, holders of our Common Stock may be unable to readily sell the Common Stock they hold or may not be able to sell their Common Stock at all.

The market price of our Common Stock may be volatile, and you could lose all or part of your investment.

We cannot predict the prices at which our Common Stock will trade. The initial public offering price of our Common Stock will be determined by negotiations between us and the underwriters and may not bear any relationship to the market price at which our Common Stock will trade after this offering or to any other established criteria of the value of our business and prospects, and the market price of our Common Stock following this offering may fluctuate substantially and may be lower than the initial public offering price. The market price of our Common Stock following this offering will depend on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. In addition, the limited public float of our Common Stock following this offering will tend to increase the volatility of the trading price of our Common Stock. These fluctuations could cause you to lose all or part of your investment in our Common Stock, since you might not be able to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the market price of our Common Stock include, but are not limited to, the following:

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. Broad market and industry factors may seriously affect the market price of our Common Stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, securities class action litigation has often been instituted against that company. Securities litigation, if instituted against us, could result in substantial costs and divert our management’s attention and resources from our business. This could materially adversely affect our business, financial condition, results of operations, and prospects.

If securities or industry analysts do not publish research or reports, or if they publish adverse or misleading research or reports, regarding us, our business or our market, our stock price and trading volume could decline.

The trading market for our Common Stock will be influenced by the research and reports that securities or industry analysts publish about us, our business or our market. We do not currently have and may never obtain research coverage by securities or industry analysts. If no or few securities or industry analysts commence coverage of us, the stock price would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue adverse or misleading research or reports regarding us, our business model, our intellectual property, our stock performance or our market, or if our operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree.

The net proceeds from this offering will be immediately available to our management to use at their discretion. We currently intend to use the net proceeds from this offering to fund development of technology, capital investments, working capital and general corporate purposes. See “Use of Proceeds.” Other than the repayment of existing loans, we have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, prospects, financial condition, and results of operation.

If we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing shareholders may suffer substantial dilution.

As we take steps in the commercialization and marketing of our products and services or respond to potential opportunities and/or adverse events, our working capital needs may change. We anticipate that if our cash and cash equivalents are insufficient to satisfy our liquidity requirements, we will require additional funding to sustain our ongoing operations and to continue our research and development activities. We do not have any contracts or commitments for additional funding, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all, if needed. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to conduct business operations. If we are unable to obtain additional financing to finance a revised growth plan, we will likely be required to curtail such plans or cease our business operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.

Our Common Stock may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock.”

Our Common Stock may be subject to “penny stock” rules (generally defined as non-exchange traded stock with a per-share price below $5.00) in the future. While our Common Stock will not be considered “penny stock” following this offering since they will be listed on the Nasdaq Capital Market, if we are unable to maintain that listing and our Common Stock is no longer listed on the Nasdaq Capital Market, unless we maintain a per-share price above $5.00, our Common Stock will become “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

● If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

● If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our Common Stock and may affect your ability to resell our Common Stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our Common Stock will not be classified as a “penny stock” in the future.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of up to __________ shares of Common Stock offered in this offering, at an assumed public offering price of $_____ per share, and after deducting the underwriters’ discounts and commissions and other estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of approximately $____ per share, or ______%, at the assumed public offering price.

Shares eligible for future sale may adversely affect the market.

Sales of substantial amounts of the Common Stock in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of the Common Stock and could materially impair our ability to raise capital through equity offerings in the future. Resales of our Common Stock in the public market by the Selling Shareholders may cause the market price of our Common Stock to decline. All of the Public Offering Common Stock and the Resale Shares will be freely tradable without restriction or further registration under the Securities Act, unless such shares are purchased by affiliates or control persons, and certain Common Stock held by our existing shareholders may also be sold from time to time by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the approximately 485,469,380 shares of our Common Stock outstanding as of December 8, 2025, none of such shares are tradable without restriction. Given the limited trading of our Common Stock, resale of even a small number of shares of our Common Stock pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our Common Stock.

There may be substantial sales of our Common Stock by the Selling Shareholders once our Common Stock is listed on Nasdaq and begins trading, which could have a material adverse effect on the price of our Common Stock after this offering.

The registration statement of which this prospectus forms a part also registers on behalf of the Selling Shareholders an aggregate of 3,000,000 shares of Common Stock previously issued by us. There are currently no agreements or understandings in place with the Selling Shareholders to restrict the sale of the Resale Shares once our Common Stock is listed on Nasdaq and begins trading. Sales of a substantial number of our Common Stock by the Selling Shareholders at such time could cause the market price of our Common Stock to drop (possibly below the initial public offering price of the Public Offering Common Stock in this offering) and could impair our ability to raise capital in the future by selling additional Company securities.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

These provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors and management.

Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our security holders to receive a premium for their securities and could also affect the price that some investors are willing to pay for our securities.

Provisions in our charter documents and Delaware law may delay or prevent our acquisition by a third party.

Our certificate of incorporation and bylaws, and Delaware law, contain several provisions that may make it more difficult for a third party to acquire control of us without the approval of our Board of Directors. These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding equity interests. These provisions also may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders receiving a premium over the market price for their Common Stock. See “Description of Securities.”

We have never paid dividends on our Common Stock and have no plans to do so in the future.

Holders of shares of our Common Stock are entitled to receive such dividends as may be declared by our Board of Directors. To date, we have paid no cash dividends on our shares of Common Stock, and we do not expect to pay cash dividends on our Common Stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for the operations of our business. Therefore, any return investors in our Common Stock may have will be in the form of appreciation, if any, in the market value of their shares of Common Stock. See “Dividend Policy.”

We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Delaware law.

Our certificate of incorporation, as amended, provides that we will indemnify and hold harmless our officers and directors against claims arising from our activities to the maximum extent permitted by Delaware law. If we were called upon to perform under our indemnification obligations, then the portion of our assets expended for such a purpose would reduce the amount otherwise available for our business.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are contained principally in “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” In some cases, you can identify forward-looking statements by terms such as “target,” “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “continue,” “predict,” “potential,” “plan,” “anticipate” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these assumptions, risks and uncertainties, you should not place undue reliance on these forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors.” Also, these forward-looking statements represent our estimates and assumptions only as of the date of this prospectus. Unless required by United States federal securities laws, we do not intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statement is made.

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, governmental publications, reports by market research firms or other independent sources. Some data are also based on our good faith estimates. Although we believe these third-party sources are reliable, we have not independently verified the information attributed to these third-party sources. Similarly, our estimates have not been verified by any independent source.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

USE OF PROCEEDS

We estimate that the net proceeds we will receive from this offering will be $__________ based on an assumed initial public offering price of $_____ per share, which is the midpoint of the price range set forth on the cover of this prospectus, after deducting the underwriting discounts and commissions of $_______ and estimated offering expenses of $________ payable by us. If the underwriters’ option to purchase additional shares in this offering from us is exercised in full, our net proceeds will be $________ after deducting the underwriting discounts and commissions of $________ and estimated offering expenses of $______ payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $_____ per share of Common Stock, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, would increase (decrease) net proceeds to us from this offering by approximately $_______, assuming that the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same. We may also increase or decrease the number of shares of Common Stock we are offering. Each 100,000 increase (decrease) in the number of shares of Common Stock we are offering would increase (decrease) the net proceeds to us from this offering by approximately $_______, assuming no change in the assumed initial public offering price per share.

We intend to use the net proceeds of this offering primarily to fund development of technology, capital investments, working capital and general corporate purposes. The amounts that we actually spend for any specific purpose may vary significantly, and will depend on a number of factors including, but not limited to, market conditions.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering or the amounts that we will actually spend. The amounts and timing of our actual use of net proceeds will vary depending on numerous factors. As a result, our management will have broad discretion in the application of the net proceeds of this offering, and investors will be relying on our judgment regarding the application of the net proceeds. See “Risk Factors—Risk Related to this Offering and Ownership of our Common Stock—Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree.”

Pending use of the net proceeds from this offering as described above, we may invest the net proceeds in short-and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government.

We will not receive any proceeds from the sale of the Resale Shares under the separate Resale Prospectus.

DIVIDEND POLICY

No dividends have been declared or paid on our shares of Common Stock. We do not anticipate paying any cash dividends on shares of our Common Stock in the foreseeable future. We currently intend to retain any earnings to finance the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our Board of Directors and will be dependent upon then-existing conditions, including our earnings, capital requirements, results of operations, financial condition, business prospects and other factors that our Board of Directors considers relevant. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Certain Relationships and Related Party Transactions” for additional information regarding our financial condition.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2025:

The as-adjusted information below is illustrative only and our capitalization following the completion of the initial public offering is subject to adjustment based on the initial public offering price of our Common Stock and other terms of the initial public offering determined at pricing. You should read this table together with our financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

DILUTION

Dilution is the amount by which the initial public offering price paid by purchasers of shares of our Common Stock exceeds the net tangible book value per share of our equity interests immediately following the completion of the offering. Net tangible book value represents the amount of our total tangible assets reduced by our total liabilities. Net tangible book value per share represents our net tangible book value divided by the number of shares of our Common Stock outstanding. We define total tangible assets as total assets less intangible assets (including deferred tax assets and deferred offering costs). As of September 30, 2025, prior to giving effect to the offering, our net tangible book value was $1.5 million and our net tangible book value per share was $0.003.

After giving effect to the issuance and sale of the _________ shares of Common Stock offered in this offering and the application of the estimated net proceeds of this offering received by us, as described in “Use of Proceeds,” based upon an assumed initial public offering price of $______ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, our as adjusted net tangible book value as of September 30, 2025 would have been approximately $____ million, or $________ per share of Common Stock. This represents an immediate increase in the net tangible book value to our existing stockholders of $________ per share and an immediate dilution to new investors in this offering of $________ per share. The following table illustrates this per share dilution net tangible book value to new investors after giving effect to this offering:

A $1.00 increase in the assumed initial public offering price of $______ per share would increase our net tangible book value to $______ million, the net tangible book value per share after this offering to $______ and the dilution per share to new investors to $_____, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 decrease in the assumed initial public offering price of $________ per share would increase our net tangible book value to $_______ million, the net tangible book value per share after this offering to $______ and the dilution per share to new investors to $______, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the Representative exercises its over-allotment option in full, the net tangible book value per share of our Common Stock after giving effect to this offering would be $_____ per share, which amount represents an immediate increase in net tangible book value of $______ per share to existing shareholders and the immediate dilution in net tangible book value per share to new investors in this offering of $______ per share.

The following table presents, as of September 30, 2025, the differences between the number of shares purchased from us, the total consideration paid to us, and the average price per share paid by existing stockholders and by new investors purchasing Common Stock at the assumed initial offering price of $_____ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The foregoing table is based on 485,469,380 shares of Common Stock issued and outstanding as of September 30, 2025, and assumes no exercise by the Representative of its option to purchase up to an additional _______ shares of Common Stock to cover over-allotments, if any, and excludes 72,000,000 shares of Common Stock reserved for future issuance under the Plan. To the extent any options or other equity awards are granted and exercised or become vested or other issuances of shares of our Common Stock are made, there may be further economic dilution to new investors.

If the underwriters were to fully exercise their option to purchase ______ additional shares of our Common Stock, the percentage of shares of our Common Stock held by existing stockholders after this offering would be _____%, and the percentage of shares of our Common Stock held by new investors after this offering would be ______%.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Advasa Holdings, Inc., a Delaware corporation, was formed on February 4, 2025 for the purpose of being a holding company for Advasa Co., Ltd., a Japanese corporation (“Advasa (Japan)”), with its headquarters in Tokyo, Japan.

We are a financial technology and services company focused on improving the way employees access and manage their income. Our core product, the “FUKUPE” platform, is a patented Earned Wage Access (EWA) solution that allows employees to access their earned wages in real time, rather than waiting for a traditional payday. This service provides workers with greater financial flexibility, while integrating seamlessly with employers’ existing HR and payroll systems. Importantly, our solution requires no operational burden or funding obligation on the part of the employer.

FUKUPE is available through digital channels including mobile wallets, prepaid cards, and direct bank transfers, thanks to partnerships with financial institutions and global payment networks. The platform is supported by a portfolio of nine issued patents in key markets including the United States, Japan, and South Korea, with patent filings in 16 additional jurisdictions. Our intellectual property strategy allows us to commercialize our technology through both direct services and licensing, while also pursuing enforcement actions when necessary.

Our platform is currently live in Japan, and we are preparing market launches in Indonesia and the United Arab Emirates. Our expansion strategy is focused on tailoring business models to local regulations and customer needs.

We believe that the addressable market for EWA and adjacent financial services is substantial. Reports from industry analysts and global research firms indicate rapid growth in the EWA sector, driven by demand from both employees and employers seeking more flexible payroll solutions. In parallel, over 1.7 billion people globally lack access to basic financial services, presenting a long-term opportunity for inclusive, digitally enabled financial platforms like ours.

We operate in a competitive environment that includes traditional banks, digital lenders, payroll service providers, and other EWA platforms. However, we believe we are differentiated by our proprietary technology, our adaptable business model, and our focus on building localized, compliant solutions in key international markets. Our partnerships with financial institutions, card issuers, and fintech providers further strengthen our position and enable efficient delivery of services.

For the years ended March 31, 2025 and 2024, we generated revenues of $10,044,000 and $10,524,000, respectively, we reported net income of $1,179,000 and $(33,000), respectively, and cash flow provided by operating activities of $4,723,000 and cash flow used in operating activities of $(13,987,000), respectively. For the years ended September 30, 2025 and 2024, we generated revenues of $11,731,000 and $82,000, respectively, we reported net income of $4,867,000 and net loss of $336,000, respectively, and cash flow provided by operating activities of $1,879,000 and cash flow used in operating activities of $455,000, respectively. As of September 30, 2025, we had an accumulated deficit of $8,581,000 and working capital of $20,646,000.

Key Performance Indicators

Revenue

Our revenue is derived from the provision of EWA, software license revenue and the provision of software maintenance services.

Cost of revenue

Our cost of revenue is primarily comprised of the costs paid to its vendors.

Selling, general and administrative expenses

Selling, general and administrative expenses are primarily composed of personnel costs for general corporate functions and its vendors.

Other income (expenses)

From time to time, we have non-recurring gains and losses which are reflected through other income (expense).

Interest expenses

Interest expenses consist of interest expenses arising from borrowing.

Operating Metrics

In managing our business and evaluating our operating performance, our management relies on certain key performance indicators (“KPIs”). We believe these metrics provide investors with meaningful insight into the primary drivers of our revenue growth, as our revenue is influenced by both the scale of our user base and the number and nature of our licensing arrangements.

We monitor the average number of users to assess customer adoption, platform engagement, and our overall market penetration. This metric helps us forecast revenue and identify usage trends.

Average number of users

The average number of users represents the arithmetic mean of the number of registered users at the end of each month during the reporting period. For each month, we determine the number of users registered in our platform as of the last day of that month (“month-end users”). The average number of users for the period is calculated using these monthly month-end user counts.

Results of Operations

Six Months Ended September 30, 2025 Compared to Six Months Ended September 30, 2024

The following table presents selected comparative results of operations from our unaudited consolidated financial statements for the six months ended September 30, 2025, compared to the six months ended September 30, 2024. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding. The data should be read in conjunction with our audited consolidated financial statements included elsewhere in this prospectus.

Revenue

Revenue for the six months ended September 30, 2025 was $11,731,000 compared to $82,000 for the six months ended September 30, 2024 and increased by $11,649,000, or 14,206.1%.

Cost of revenue

Cost of revenue for the six months ended September 30, 2025 was $4,051,000 compared to $87,000 for the six months ended September 30, 2024 and increased by $3,964,000, or 4,556.3% which reflect the higher direct costs associated with the higher revenue during the six months ended September 30, 2025.

Selling, General and Administrative Expenses (“SG&A expenses”)

SG&A expenses for the six months ended September 30, 2025 was $593,000 compared to $252,000 for the six months ended September 30, 2024 and increased by $341,000, or 135.3%. The increase was primarily due to higher payroll and related expenses resulting from an increase in headcount, as well as an increase in outsourcing expenses during the six months ended September 30, 2025.

Interest Expenses

Interest expenses for the six months ended September 30, 2025 was $76,000 compared to $78,000 for the six months ended September 30, 2024 and decreased by $2,000, or 2.6% due to lower amount of borrowings we had during the six months ended September 30, 2025.

Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024

The following table presents selected comparative results of operations from our audited consolidated financial statements for the fiscal year ended March 31, 2025, compared to the fiscal year ended March 31, 2024. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding. The data should be read in conjunction with our audited consolidated financial statements included elsewhere in this prospectus.

Revenue

Revenue for the fiscal year ended March 31, 2025 was $10,044,000 compared to $10,524,000 for the fiscal year ended March 31, 2024 and decreased by $480,000, or 4.6%.

Cost of revenue

Cost of revenue for the fiscal year ended March 31, 2025 was $7,756,000 compared to $9,173,000 for the fiscal year ended March 31, 2024 and decreased by $1,417,000, or 15.4% which reflect the lower direct costs associated with the lower revenue during the fiscal year ended March 31, 2025.

Selling, General and Administrative Expenses (“SG&A expenses”)

SG&A expenses for the fiscal year ended March 31, 2025 was $969,000 compared to $1,234,000 for the fiscal year ended March 31, 2024 and decreased by $265,000, or 21.5% primarily due to lower marketing costs and outsourcing expenses

Other Income (Expense), net

Other income for fiscal year ended March 31, 2025 and 2024 was $1,000 and remained relatively constant as we had no significant non-recurring income or losses in both periods.

Interest Expenses

Interest expenses for fiscal year ended March 31, 2025 was $148,000 compared to $149,000 for the fiscal year ended March 31, 2024 and decreased by $1,000, or 0.7% due to lower amount of borrowings we had during the fiscal yar ended March 31, 2025.

Liquidity and Capital Resources

As of September 30, 2025 and March 31, 2025, we had cash of $7,003,000 and $5,178,00, respectively. Liquidity is a measure of our ability to meet potential cash requirements. We generally funded our operations with cash flow from operations, and, when needed, borrowing from financial institutions. Our principal use of liquidity has been to fund our daily operations and working capital. We expect that our cash and cash equivalents will be sufficient to fund our operating expenses and cash obligations for the next 12 months, although our ability to continue as a going concern depends upon our ability to attract and retain revenue generating customers, acquire new customer contracts, and secure additional financing.

Summary of Cash Flows

Six Months Ended September 30, 2025 Compared to Six Months Ended September 30, 2024

The following table summarizes our cash flows for the periods presented:

Cash Flows Provided by/(Used in) Operating Activities

For the six months ended September 30, 2025, net cash provided by operating activities was $1,879,000, primarily resulting from our net income during the period and an increase in payable to related party.

For the six months ended September 30, 2024, net cash used in operating activities was $455,000, primarily resulting from our net loss during the period increase and an increase in accounts payable and accrued expenses.

Cash Flows Used in Financing Activities

For the six months ended September 30, 2025, net cash used in financing activity was $97,000 mainly as a result of repayment of long-term borrowings.

For the six months ended September 30, 2024, net cash used in financing activities was $95,000 as a result of repayment of long-term borrowings.

Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024

The following table summarizes our cash flows for the periods presented:

Cash Flows Provided by/(Used in) Operating Activities

For the fiscal year ended March 31, 2025, net cash provided by operating activities was $4,723,000, primarily resulting from our net income, increase in account payable and increase in other liabilities.

For the fiscal year ended March 31, 2024, net cash used in operating activities was $13,987,000, primarily resulting from increase in prepaid expenses and other current assets.

Cash Flows Used in Investing Activity

We had no investing activities during the fiscal year ended March 31, 2025.

For the fiscal year ended March 31, 2024, net cash provided by investing activities was $459,000 as a result of sales of investment.

Cash Flows Used in Financing Activity

For the fiscal year ended March 31, 2025, net cash used in financing activity was $182,000 as a result of repayment of long-term borrowings.

For the fiscal year ended March 31, 2024, net cash used in financing activities was $191,000 as a result of repayment of long-term borrowings.

Contractual Obligations

The following table presents our commitments and contractual obligations as of September 30, 2025, as well as our long-term obligations:

Off-Balance Sheet Arrangements

As of September 30, 2025, we did not have any material off-balance sheet arrangements.

Recent Developments

On November 20, 2025, our Board of Directors approved a forward stock split of our issued and outstanding common stock at a ratio of 10-for-1, which became effective on December 4, 2025. As of December 4, 2025 and immediately prior to the Stock Split, there were 48,546,938 shares of common stock issued and outstanding. As a result of the Stock Split, we have 485,469,380 shares of common stock issued and outstanding. All share and per share data included within the consolidated financial statements and related footnotes have been adjusted to account for the effect of the Stock Split.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risks in the ordinary course of our business. Information relating to quantitative and qualitative disclosures about these market risks is described below.

Inflation risk

Inflationary pressures have recently increased, and may continue to increase, the costs of labor, raw materials and other inputs for our products. We have experienced, and may continue to experience, higher than expected inflation, including escalating transportation, commodity and other supply chain costs and disruptions. If our costs are subject to significant inflationary pressures, we may not be able to offset such higher costs through price increases, which could adversely affect our business, results of operations or financial condition.

Liquidity risk

Liquidity risk is the risk that we will be unable to execute payments on the payment date when performing obligations to repay financial liabilities that come due. We monitor and maintain a level of cash and cash equivalents deemed adequate to finance our operation and to mitigate the effects of fluctuations in cash flow based on cashflow plans we prepare and maintain.

Market risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily related to fair value of financial instruments as well as interest rates changes.

Interest Rate Risk

Our operations are interest rate sensitive. As the borrowing capability is adversely affected by increases in interest rates, a significant increase in interest rates may negatively affect the ability of borrowings to secure adequate financing. Higher interest rates could adversely affect our revenue, gross margin, and net income.

Credit risk

We hold cash in bank deposits financial institutions in Japan which are insured by the Deposit Insurance Corporation of Japan subject to certain limitations. We have not experienced any losses on such accounts and believe they are not exposed to any significant credit risk on cash and cash equivalents. Credit risk is also the risk of our incurring financial losses due to the default of contractual obligations by customers. We conduct credit management of customers in Japan based on their financial condition.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our consolidated financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this prospectus, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements.

Use of Estimates

Significant accounting estimates reflected in our consolidated financial statements include useful lives of intangible assets, impairment of long-lived assets, the carrying value of operating lease right-of-use assets, allowance for credit loss on accounts receivable, the valuation of equity-based compensation, and valuation allowance against net deferred tax assets. Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our consolidated financial statements.

The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our financial statements:

Foreign Currency Translation

We maintain our books and record in our local currency, Japanese YEN (“JP¥”), which is a functional currency as being the primary currency of the economic environment in which our operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

Our reporting currency is the United States Dollars (“US$”), and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statements”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements are recorded as a separate component of accumulated other comprehensive loss within the statements of changes shareholders’ deficit.

Accounts Receivable, Net

Accounts receivable primarily consist of the amounts billed and currently due from customers, net of an allowance for credit losses, if recorded. When we have an unconditional right to payment, subject only to the passage of time, the right is treated as receivable. Our accounts receivable balances are unsecured, bearing no interest. Fees billed in advance of the related contractual term represent contract liabilities and are presented as deferred revenue.

At each balance sheet date, we recognize an expected allowance for credit losses. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist.

The allowance estimate is derived from a review of our historical losses on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by us. We believe historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as our customers’ composition have remained constant. We did not record the allowance for credit loss for the six months ended September 30, 2025 and 2024 or for the fiscal years ended March 31, 2025 and 2024.

We write off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income or an offset to credit loss expense in the year of recovery. We did not have any write-offs of receivable during the six months ended September 30, 2025 and 2024 or for the fiscal years ended March 31, 2025 and 2024.

Leases

Leases are comprised of operating leases for office space. In accordance with FASB ASC Topic 842, Leases, we determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets (ROU), current portion of operating lease liabilities, and non-current operating lease liabilities in the Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

For leases with terms greater than 12 months, we record a right-of-use asset and a lease liability representing the present value of future lease payments. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, or our collateralized incremental borrowing rate. The implicit rate within our leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. We estimate our incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. For those contracts that include fixed rental payments for both the use of the asset (“lease costs”) as well as for other occupancy or service costs relating to the asset (“non-lease costs”), we generally include both the lease costs and non-lease costs in the measurement of the lease asset and liability.

We account for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Lease expenses for our operating leases are recognized on a straight-line basis over the lease term except for variable lease costs, which are expensed as incurred.

Impairment or Disposal of Long-Lived Assets

Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, we recognize an impairment loss only if the carrying amount is not recoverable when compared to our undiscounted cash flows, and the impairment loss is measured based on the difference between the carrying amount and fair value. Long-lived assets held for sales are reported at the lower of cost or fair value less costs to sell.

Jumpstart Our Business Startups Act of 2012

As a company with less than $1.235 billion in revenues during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act enacted in 2012 (the “JOBS Act”). As an emerging growth company, we expect to take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We may use these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.235 billion or we issue more than $1.07 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.

CORPORATE HISTORY AND STRUCTURE

Overview

Advasa Holdings, Inc. was incorporated in the State of Delaware on February 4, 2025. We conduct business activities principally through our 96.6% owned operating subsidiary, Advasa Co., Ltd. (“Advasa (Japan)”), as further described below.

Upon incorporation, we were authorized to issue 500,000,000 shares of Common Stock, par value $0.00001 per share, and 50,000,000 shares of preferred stock, par value $0.00001 per share. On December 4, 2025, we effectuated a 10-for-1 forward stock split and increased the authorized shares to 5,000,000,000 shares of Common Stock and 500,000,000 shares of preferred stock. As of the date of this prospectus, there are 485,469,380 shares of Common Stock outstanding and no shares of preferred stock outstanding.

Historical Common Equity Transactions

On February 5, 2025, we issued 50 shares of Common Stock to Taiji Ito, sole incorporator of Advasa Holdings, Inc., for $0.10 per share for a total subscription of $5.00.

On June 13, 2025, we issued the following founders shares to the following founders of Advasa Holdings, Inc.: (i) 40,000,000 shares of Common Stock to Taiji Ito at a price of $0.000001 per share, for an aggregate of $40.00; (ii) 15,000,000 shares of Common Stock to Spirit Advisors at a price of $0.000001 per share, for an aggregate of $15.00; (iii) 5,000,000 shares of Common Stock to Gaku Yoneta at a price of $0.000001 per share, for an aggregate of $5.00; and (iv) 15,000,000 shares of Common Stock to Atsushi Saisho at a price of $0.000001 per share, for an aggregate of $15.00.

On August 29, 2025, we issued 410,469,380 shares of our Common Stock to the existing holders of common shares of Advasa (Japan) in exchange for all outstanding common shares of the existing stockholders of Advasa (Japan), who held 96.6% of the issued and outstanding capital stock of Advasa (Japan). The acquisition of Advasa (Japan) was accounted for as a recapitalization among entities under common control since the same controlling shareholders controlled all these entities before and after the transaction. The consolidation of Advasa Holdings, Inc. and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the transaction had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

On August 29, 2025, we redeemed the 50 shares of Common Stock issued to Taiji Ito, as sole incorporator of Advasa Holdings, Inc., for $0.10 per share for a total subscription of $5.00.

The above issuances/sales were made pursuant to an exemption from registration as set forth in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

Corporate Structure

The following diagram depicts our organization structure prior to this offering:

The following diagram depicts our organization structure following this offering (assuming no exercise of the overallotment option):

BUSINESS

Company Overview

Advasa Holdings, Inc., a Delaware corporation, was formed on February 4, 2025 for the purpose of being a holding company for Advasa (Japan), with its headquarters in Tokyo, Japan.

We are a financial technology and services company that offers a suite of financial services and solutions, including an earned wage access (“EWA”) named “FUKUPE”. FUKUPE provides employees with real-time access to their earned wages through cashless receipts and settlements that integrate seamlessly with wallets, cards, and bank accounts. In addition to serving businesses directly, we license our EWA technology portfolio and offer OEM (original equipment manufacturer) services. For the six months ended September 30, 2025 and for the years ended March 31, 2025 and 2024, we had 12 clients, including 10 EWA clients, 1 system OEM client, and 1 system maintenance client.

Our EWA solution is protected by several patents, whereby we currently have nine issued patents in major patent jurisdictions. Notably, we have two issued patents in the United States, two in Japan, and one in South Korea. We have multiple filings of the basic features of our EWA platform in 16 different countries.

Our Philosophy

Our mission is to create an equal finance platform for the public by offering innovative solutions to make cash accessible to the millions of people who lack access to basic financial services or provide an alternative to traditional banks. Starting with EWA products and microloans, and moving beyond, we want to provide a flexible and inclusive platform for financial transactions and create an ecosystem where anyone can participate in the global economy with little effort.

How FUKUPE Works

Our patented system consists of efficiently gathering, using, and managing necessary employee and employer-related data to ensure efficient access to on-demand payroll for employees, while seamlessly integrating with the HR and payroll systems that employers already have in place.

Typically, companies pay their employees on a weekly or bi-weekly basis in arrears. We provide a solution for employees that want to access the wages that they have already earned prior to their “set” payday. Our system calculates the available earned wage for each employee by using attendance/time data that we receive from the employer in real time, which is then filtered through predetermined limits that are set by us and the employer. The earned wage is viewable to each employee on a computer device (i.e., computer or smartphone) through an individualized EWA user account. When an employee chooses to access their available earned wages, our EWA system transfers the earned wage amount to the employee. Employees can receive their funds through a remittance to their bank account, a digital wallet, or pre-paid card, by and through our partnerships with various payment platforms and prepaid or VISA card issuers. The amount advanced by the employee is then deducted from their total earnings to ensure an accurate net pay on payday.

For the employer, our platform integrates seamlessly with their existing payroll and timekeeping systems. We operate as sort of an overlay service, and thus cause no major disruption to a company’s current operations. Previous EWA systems involved the retrieval of financial and employee data from different sources, resulting in inefficient data exchanges and data privacy issues. Moreover, the management of funds and payment rules by employers and banks made the process of wage payment rigid, cumbersome, and slow. In contrast, our system can be used in real-time without relying on a bank transfer and without the burden on the employer to prepare a deposit or incur any installation or operational costs. Our EWA system does not require the employer to advance the wages itself, but rather, it is funded by us, through our financial partners.

Patent Enforcement and Licensing

Our patents relate to EWA solutions that enable employees to access a portion of their already earned wages, if needed, outside a traditional pay cycle. Our patents are broad in scope and highly relevant to technological solutions and products/services currently commercialized. A significant aspect of our business strategy involves monetizing our patent portfolio through enforcement actions against major EWA service providers that we believe are infringing on our intellectual property and otherwise pursuing licensing agreements.

We believe that our system and patents are relevant to three different groups of companies—(i) EWA providers, especially those that pre-fund the advance wages and where employees can easily access their funds through an online platform; (ii) EWA customers (i.e., companies and employers); and (iii) payment service providers, such as banks, credit cards, and online payment solutions. As an EWA provider, we provide the EWA platform and user interface, manage employee and employer data, generate the earned wage information available to the user, and pre-fund the earned wage to the employee. Our platform creates an efficient relationship with the employer, significantly reducing the impact of the EWA operation on the employer’s business and integrating seamlessly with the employers’ HR departments. It also facilitates the relationship between the employer and the payment service provider.

Earned Wage Access

Earned Wage Access is gaining significant traction across the globe as an innovative solution to empower workers and support businesses. By providing employees with access to their earned wages as they work, rather than waiting for a set payday, EWA helps to reduce financial stress, increase workplace satisfaction, and improve financial stability.

With EWA, employees gain access to their wages as they earn them, reducing the financial burden that comes with waiting for monthly or bi-weekly pay cycles. This immediate access to wages provides workers with greater financial flexibility, allowing them to manage their expenses more effectively.

Traditional salary systems are vulnerable to delays, especially in situations like company bankruptcies or financial distress. EWA helps balance the power dynamic between employers and employees by ensuring timely payment, reducing the risk of unpaid wages, and improving worker security.

EWA fosters financial stability by reducing the stress associated with financial uncertainty. Employees no longer have to rely on credit, loans, or payday advances to meet their daily needs, improving overall well-being and job satisfaction.

By providing employees with timely access to wages, EWA helps them avoid costly debt options such as payday loans and credit card debt. Employees that do not have savings, and experience a hardship or emergency, have unplanned expenses, or otherwise are struggling to make ends meet, will be able to have an alternative means of accessing funds immediately. This reduction in reliance on high-interest financial products supports better financial health and reduces the risk of financial distress.

Offering EWA as an employee benefit enhances company attractiveness, particularly in industries with high turnover and lower wages. Increasing employee satisfaction leads to higher retention rates and greater workforce stability, which is crucial for long-term organizational success.

Intellectual Property

We are committed towards the comprehensive protection of our inventions, as demonstrated by multiple filings of the basic features of our EWA platform, including main patent jurisdictions (i.e., U.S., EU, China, Japan, and South Korea. We have applied for patents in 82 countries and currently have 17 patents in 14 countries,. We believe this has set up a solid patent position that is set to grant us invention rights around the world.

Our patent portfolio is as follows:

Progress of domestic patent applications

As of October 24, 2024

Invention Title: System for Providing Services in Response to Funding Needs, Method Therefor, Business Operator Server, and Program

Progress of domestic patent applications

As of October 24, 2024

Name of invention: System for providing services in response to funding needs, business operator server

Our Collaborations and Partnerships

We have established several partnerships and collaborations with financial institutions to support the development and expansion of our EWA business.

We maintain agreements with Seven Bank, PayPay Bank, and GMO Aozora Net Bank that allow us to use their real-time transfer service APIs. Under these arrangements, the banks charge us a monthly connection fee, a per-transfer fee, or a combination of both. A copy of the agreements with Seven Bank and GMO Aozora Net Bank are filed herewith as Exhibit 10.9 and 10.10.

We also work with TIS Inc. to integrate our EWA services with their widget distribution platform. In addition, we have an agreement with APLIS Co., Ltd. to enable the use of their “BANKIT” app, which functions as electronic money for domestic and international purchases and services.

Our commission agreement with AEON Bank provides that when an employee referred by AEON Bank uses EWA, we pay the bank 20% of the commission we receive as a referral fee. A copy of the agreement with AEON Bank is filed herewith as Exhibit 10.11.

We have also partnered with Sumitomo Mitsui Card Co., Ltd. to be able to issue a charge-type VISA prepaid card. Employees now have the option to use the funds from their EWA straight to a prepaid card, eliminating the need for ATM withdrawals after transferring funds to a conventional bank account.

Business Strategy

Our business strategy has been to work diligently in establishing our patents and infrastructure, and cautiously expanding until we gained a thorough understanding of regulations in the various jurisdictions in which we are looking to operate. We are focusing on expanding our direct service and OEM offerings. Our current customers are all in Japan, and we are preparing for our imminent launch in Indonesia and the United Arab Emirates. As we continue to expand in Asia and the Middle East, we plan to build localized revenue models tailored to each country. By expanding our presences in Asia and the Middle East first and monitoring regulations in each country, we believe we are building competitive strength against some of the larger EWA platforms in the United States.

As an example, in order to comply with current relevant laws in the United States, we anticipate that we will not charge fees to the employee. Instead, our revenue model would likely be through receiving fees from the company/employer and transaction processing fees. In a recent news report on April 14, 2025, the New York State Attorney General filed a lawsuit against Daily Pay and Money Lion accusing the app-based financial technology companies of exploiting workers by charging excessive fees to collect paychecks more quickly. The attorney general stated that MoneyLion’s $8.99 fee on a $100 two-week advance under the “Instacash” brand name carries an effective annual interest rate of 234%, while DailyPay’s $2.99 fee on a $20 seven-day advance carries an effective rate above 750%. Issues like this are revealing itself in many of the markets that we plan on entering, and we are committed to researching the regulations applicable to that market and tailoring our revenue models accordingly. (See “Special Note Regarding Forward-Looking Statements.”)

Legal and Regulatory Considerations- Japan

Japan’s Digital Salary Payments

Under Japan’s Labor Standards Act, wages must be paid in full, directly to the employee, in currency. However, several exceptions are permitted, including by an ordinance of the Ministry of Health, Labor, and Welfare (MHLW) effective on April 1, 2023 that allowed employers to pay salaries to their employees electronically via designated funds transfer service providers, including through smartphone payments apps. These providers must meet several specific specifications:

Though these regulations are not specific to EWA service providers, it does create a regulatory environment that supports our operations. We can function as a designated fund transfer service provider.

EWA Services in Japan

In Japan, the legal classification of EWA services depends on the specific operational structure and the terms under which funds are advanced to employees. Under Japan’s Money Lending Business Act, entities engaged in the lending and borrowing of money are required to register as money lenders. However, certain activities are excluded from this definition. Notably, in December 2018, Japan’s Ministry of Economy, Trade and Industry (METI) stated that prepaid salary replacement services do not fall under the category of a “money lending business” under Japanese law because the employer is advancing wages that the employee has already earned, which is not considered a loan.

Conversely, if a third party provider offers these EWA services, whereby they advance funds to employees based on the employee’s earned wages and then collects repayment from the employer, the legal interpretation differs. In March 2020, the Financial Services Agency (FSA) of Japan issued a no-action letter indicating that such payroll factoring schemes are equivalent to a “money lending business.”

Because we offer our original equipment manufacturer (OEM) platform to the employer (which platform is integrated into the employer’s payroll system) and sell the licenses to our patented systems, we are not currently considered a prepayment service provider, and thus not a money lending business. As of the date of this prospectus, we are not registered as a money lender.

Market Opportunity

EWA Market

Multiple research reports predict that the EWA market is expected to grow significantly in the global market. Allied Market Research projected that the global payday loans market was valued at $32.48 billion in 2020 and is projected to reach $48.68 billion by 2030, growing at a CAGR of 4.2%.¹ However, though pay day loans and EWA services are both short-term financial solutions, they are different financial products. More narrowly, Zion Market Research estimated that the market size for global EWA software was worth around $22.5 billion in 2022 and predicted to grow to around $26.74 billion by 2030, growing at a CAGR of 2.18% between 2023 and 2030.² Comparatively, Market Research Future projected the EWA software market to grow from $30.83 billion in 2025 to $242.46 billion by 2034, exhibiting a CAGR of 25.75%.³

¹ Allied Market Research. (n.d.). Payday Loans Market Size, Share and Industry Forecast - 2030. [online] Available at: https://www.alliedmarketresearch.com/payday-loans-market-A10012

² Earned Wage Access Software Market By Type (On-Premise and Cloud-Based), By Application (Small & Medium-Sized Enterprises (SMEs) and Large Enterprises), and By Region - Global and Regional Industry Overview, Market Intelligence, Comprehensive Analysis, Historical Data, and Forecasts 2023 – 2030; Zion Market Research. Available at https://www.zionmarketresearch.com/report/earned-wage-access-software-market

³ Earned Wage Access Software Market Research Report By Deployment (Cloud, On-premises), By Organization Size (Small and Medium-sized Enterprises (SMEs), Large Enterprises), By Industry Vertical (Retail, Healthcare, Manufacturing, Technology, Transportation, Hospitality, Education, Financial Services), By Wage Cycle (Weekly, Biweekly, Monthly), By Features (Real-time access to earned wages, No-fee or low-fee options, Integration with payroll systems, Financial literacy tools, Analytics and reporting) - Forecast to 2034; ID: MRFR/ICT/25066-HCR, Author: Aarti Dhapte, April 2025; Available at: https://www.marketresearchfuture.com/reports/earned-wage-access-software-market-26727

In 2020 reports on “instant access to wages” published by the world’s four largest accounting firms, Mastercard, and VISA, it has been highly praised as “a way to solve the challenges of both employees and employers,” and industry experts predict that it will not be long before companies with all kinds of workers, including white-collar, blue-collar, gig, baby boomers, Gen X, millennials, and Gen Z, adopt “instant access to wages.”⁴ These predictions have largely come to fruition. We have seen multinational conglomerates like WalMart, McDonalds, and Uber adopting an EWA payment model.

Managing liquidity can be expensive for lower income workers whose options they may consider have been payday loans, credit cards, overdraft, earned wage products, or missing payments on bills.⁵ We believe that the expansion of EWA can help mitigate the reliance of non-regular employees on high-interest loans or other aggressive options by enabling them to access their earned wages immediately. With the rise of flexible work arrangements, such as gig employment, same-day payments are becoming increasingly popular. Additionally, as digital payment adoption grows, even regular employees may find value in this benefit, further driving the shift toward more accessible and timely wage distribution.

Significant Percentage of Japanese Consumers Lack Sufficient Savings and Live Paycheck to Paycheck

According to a 2017 study from the Bank of Japan, approximately 30% of Japanese households and over 50% of single-person households have no savings, meaning they are waiting for each paycheck in order to pay their expenses. Further, there are significant income disparities between full-time, permanent “regular” employees with an annual salary of ¥5.3 million, whereas the approximately 20 million “non-regular” employees—such as part-time, contract, or temporary workers—earn an average of only ¥2.02 million.⁶ Non-regular workers constitute a significant portion of Japan’s workforce, being approximately 21 million persons, representing 30% of the Japanese workforce as of 2024.⁷ We believe we can operate effectively in this segment of the market by facilitating credit products to historically underserved consumers. Generally, these consumers are in need of fair, affordable, transparent, and flexible credit products to cover everyday expenses and cash shortfalls, but traditional banks and credit providers are largely unwilling to service these consumers due to low credit scores or similar factors.

U.S. Market Sees Rapid Growth in Earned Wage Products

According to a 2024 report by the U.S. Consumer Finance Protection Bureau (“CFPB”), the market for employer-partnered earned wage products are growing rapidly, estimating that the number of transactions processed by these providers grew from 90% from 2021 to 2022, with more than 7 million workers accessing approximately $22 billion in 2022.⁸ They also found that the average transaction size for earned wage transactions were relatively small—ranging from $35 to $200 and that the share of workers used the earned wage access product at least once a month increased from 41% in 2021 to nearly 50% in 2022. This just comes to show that earned wage product use is increasing, and it is more prevalent in lower-income households. 

⁴ “KPMG - Attention payroll leaders: COVID-19 spurs surge of earned wage access programs, 2020”.

⁵ Herman Donner and Francis Daniel Siciliano, The Impact of Earned Wage Access on Household Liquidity and Financial Well-Being (January 2022), https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4007632 (hereinafter Donner & Siciliano); Brookings Institution, Meet The Low-Wage Workforce (November 2019), https://www.brookings.edu/research/meet-the-low-wage-workforce

⁶ As reported by the Japan National Tax Agency 2023 survey.

⁷ “Share of employees in non-permanent employment in Japan 2002-2024, by age,: Published by Statista Research Department, Feb. 14, 2025

⁸ Data Spotlight: Developments in the Paycheck Advance Market, Consumer Financial Protection Bureau, July 18, 2024

Alternative Lending Criteria

Consumer debt in Japan remains substantial. The outstanding balance of card loans issued by banks is approximately ¥5.8 trillion, with an additional ¥4.5 trillion held by other consumer finance and money-lending institutions.⁹ However, due to tighter regulations within the banking sector, many borrowers—especially non-regular employees—are turning to predatory “loan sharks” for financial assistance. The balance of loans has decreased by about half from ¥20 trillion in 2006, with outflows going to loan sharks.

Many top lenders use credit scores, among other quantifiable metrics and qualifying rules to determine a potential borrower’s creditworthiness, and these criteria often result in adverse selection—potentially overlooking consumers who are otherwise willing and able to repay. We have determined that there are alternative metrics that can be used to determine a consumer’s true ability and willingness to pay.

Opportunity for the Unbanked Population

As more companies seek to offer flexible, modern benefits to their employees, the demand for innovative payroll solutions continues to rise. The global unbanked population presents a substantial market opportunity, with over 1.7 billion people worldwide lacking access to formal financial services.⁹

Across OECD member countries, approximately $1 trillion in wages remain unpaid at any given time. ¹⁰ By releasing earned wages through EWA, we unlock significant liquidity in the economy, potentially benefiting thousands of workers. We estimate the market size for EWA services alone to be in the billions, with the potential for exponential growth as more businesses and financial institutions adopt our platform. Our solution not only addresses employee financial well-being but also contributes to a broader societal goal of enhancing financial inclusion on a global scale.

Competitive Landscape

We operate in dynamic, fragmented and highly competitive industries across our business lines, characterized by rapidly evolving technologies, frequent product and service introductions and competition based on pricing, innovative features, quality and functionality, brand recognition and other differentiators. With respect to our financial product and service offerings, we compete with a variety of direct and marketplace providers of consumer-focused banking, lending, investing and other financial products. Our competitors include traditional banks and credit unions; non-bank digital providers offering banking-related services; specialty finance and other non-bank digital providers offering consumer lending-related or earned wage access products; digital wealth management platforms; and digital financial platform and marketplace competitors, which aggregate and connect consumers to financial product and service offerings.

We have competition in the domestic and international space and expect our competition to continue to increase, as there are generally no substantial barriers to entry to the markets we serve. EWA providers that are currently active in the market are Dailypay, Branch, Zayzoon, Tapcheck, Wagestream, One@work, and PayActiv. Large companies with hundreds of thousands of employees such as Walmart, Lidl, or McDonalds already offer EWA to their employees through EWA providers PayActiv, DailyPay, and Branch, respectively. In addition, well known employers and HR service providers that provide their services to large companies also implement EWA services through EWA providers. For example, ADP has collaborated with DailyPay, PayChex with PayActive, and VensureHR with Zayzoon.

Some of our current and potential competitors have longer operating histories, particularly with respect to financial services products similar to ours, significantly greater financial, technical, marketing and other resources and a larger customer base than we do. Notwithstanding these competitive challenges, we believe that our patented platform solution, development of business partnerships, utilization of overseas networks of system partners, and the licensing of our patents to local financial institutions, allow us to compete effectively. 

⁹ World Bank, Financial Inclusion on the Rise, But Gaps Remain, Global Findex Database Shows, (Apr. 19, 2018) (Press Release No. 2018/130/DEC) https://www.worldbank.org/en/news/press-release/2018/04/19/financial-inclusion-on-the-rise-but-gaps-remain-global-findex-database-shows

¹⁰ EY, On-Demand Pay: Payroll That Works for All (Sept. 2020)

¹¹ “Outstanding credit card loans from banks to consumers in Japan 2016-2024,” Published by Statista Research Department, Apr 9, 2025

Recent Developments

Formation

On February 5, 2025, we issued 50 shares of Common Stock to Taiji Ito, sole incorporator of Advasa Holdings, Inc., for $0.10 per share for a total subscription of $5.00.

Share Issuances

On June 13, 2025, we issued the following founders shares to the following founders of Advasa Holdings, Inc.: (i) 40,000,000 shares of Common Stock to Taiji Ito at a price of $0.000001 per share, for an aggregate of $40.00; (ii) 15,000,000 shares of Common Stock to Spirit Advisors at a price of $0.000001 per share, for an aggregate of $15.00; (iii) 5,000,000 shares of Common Stock to Gaku Yoneta at a price of $0.000001 per share, for an aggregate of $5.00; and (iv) 15,000,000 shares of Common Stock to Atsushi Saisho at a price of $0.000001 per share, for an aggregate of $15.00.

Reorganization and Share Exchange Agreement

On August 29, 2025, we issued 410,469,380 shares of our Common Stock to the existing holders of common shares of Advasa (Japan) in exchange for all outstanding common shares of the existing stockholders of Advasa (Japan), who held 96.6% of the issued and outstanding capital stock of Advasa (Japan). The acquisition of Advasa (Japan) was accounted for as a recapitalization among entities under common control since the same controlling shareholders controlled all these entities before and after the transaction. The consolidation of Advasa Holdings, Inc. and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the transaction had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

Redemption

On August 29, 2025, we redeemed the 50 shares of Common Stock issued to Taiji Ito, as sole incorporator of Advasa Holdings, Inc., for $0.10 per share for a total subscription of $5.00.

Approval of the Advasa Holdings, Inc. 2025 Equity Incentive Plan

On October 27, 2025, our Board of Directors and stockholder holding a majority of our outstanding ordinary shares approved the Advasa Holdings, Inc. 2025 Equity Incentive Plan (the “Plan”). The Plan covers up to 72,000,000 shares of Common Stock (“Shares”) which may be used for Awards. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Cash-Based Awards and Other Stock-Based Awards and as discussed below. Nonstatutory Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to employees, directors and consultants/contractors, and Incentive Stock Options may be granted only to employees. 

The foregoing description of the Advasa Holdings, Inc. 2025 Equity Incentive Plan is qualified in its entirety by reference to the Advasa Holdings, Inc. 2025 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 to the registration statement of which this prospectus forms a part.

Employment Agreements

We entered into executive employment agreements with Grady Ryther on August 11, 2025 to serve as Chief Executive Officer and with Katharyn Field on November 19, 2025 to serve as Chief Financial Officer of Advasa Holdings, Inc. See “Executive and Director Compensation – Employment Agreements” for a description of these agreements, which are filed as Exhibits 10.2 and 10.3 to the registration statement of which this prospectus forms a part.

Forward Stock Split

On November 20, 2025, our Board of Directors approved a forward stock split of our issued and outstanding common stock at a ratio of 10-for-1, which became effective on December 4, 2025. As of December 4, 2025 and immediately prior to the Stock Split, there were 48,546,938 shares of common stock issued and outstanding. As a result of the Stock Split, we had 485,469,380 shares of common stock issued and outstanding. All share and per share data included within the consolidated financial statements and related footnotes have been adjusted to account for the effect of the Stock Split.

Employees

As of December 8, 2025, we had a total of two full-time employees, including our Chief Executive Officer and Chief Financial Officer at Advasa Holdings, Inc., and no part-time employees. We also have two directors at Advasa (Japan) and one corporate auditor. Labor-management relations are stable.

Legal Proceedings

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. There are no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

Description of Real Property

Our corporate headquarters are located at 1-2-7 Motoakasake, Minato-ku, Tokyo, 107-0051 Japan, where Advasa Co., Ltd. leases approximately 256.16 rentable square feet of office space from a third party. The office lease is a month-to-month lease (automatically renews each month). The terms of the office lease provide for a base rent payment of 93 thousand yen (approximately $620) per month including common area expenses.

MANAGEMENT

Executive Officers and Directors

The following table sets forth the name and age as of December 8, 2025, and position of the individuals who currently serve as directors and executive officers of Advasa Holdings, Inc.

*We intend to appoint Sultan Ali Rashed Lootah and William Witherspoon as independent directors upon the successful listing of our initial public offering.

Set forth below is a brief biography of each of our executive officers and directors.

Executive Officers

Grady Ryther. Mr. Ryther has been the Chief Executive Officer and a director of Advasa Holdings, Inc. since August 11, 2025. From September 2022 through August 2025, he founded and managed Grade-A Tutoring, a private tutoring company specializing in SAT preparation and advanced subjects. From February 2021 through May 2023, Mr. Ryther founded and managed Pix-Elation, a creative retail business integrating digital media and direct-to-consumer merchandising. From May 2018 through February 2021, he served as the managing director of ICON Parks Design, a landscape architecture and community development firm. Mr. Ryther graduated cum laude from Harvard University with an A.B. in Physics and a secondary field in Economics in May 2010, where he distinguished himself academically by earning the second-highest score in Mechanics and Special Relativity. He has led business development, client engagement, and operational oversight in connection with the foregoing businesses. He has also directed exploratory initiatives in digital innovation, including blockchain-enabled payment integration. Mr. Ryther’s prior work with digital payment systems and emerging financial technologies provides relevant perspective as the Company continues to expand its fintech solutions. The Board of Directors believes that Mr. Ryther is qualified to serve as a director based on his academic distinction, leadership, entrepreneurial background, and experience in applying technology and business strategy to support organizational growth. Mr. Ryther does not hold, and has not previously held, any directorships in any reporting companies.

Katharyn Field. Ms. Field has been the Chief Financial Officer of Advasa Holdings, Inc. since November 19, 2025. She has also served as an independent director on LogProstyle, Inc., a Japanese company that operates a wide range of businesses, including real estate development, hotel management, and restaurant management (NYSE American: LGPS), since October 2024. In addition, Ms. Field has served as an independent director and audit committee member at Virpax Pharmaceuticals Inc., a specialty pharmaceutical company focused on pioneering advanced healthcare solutions with its flagship product leveraging proprietary liposomal encapsulation (Nasdaq: VRPX), since July 2024. Furthermore, she has served as an independent director and audit committee member at iSpecimen Inc., a company that provides technology that connects life science researchers who need human biofluids, tissues, and living cells for their research with biospecimens available in healthcare provider organizations worldwide (Nasdaq: ISPC), since September 2024. Moreover, Ms. Field has served as the chief executive officer and the chairman of the board of directors at Halo Collective Inc., a company that engages in the cultivation, manufacture, transportation, and distribution of cannabis and cannabis extracts in Canada and the United States (OTC: HCANF), since July 2022. She has also served as the interim chief executive officer and a director at Akanda Corporation, a company that engages in the cultivation, manufacture, and distribution of cannabis-based products for medicinal use worldwide (Nasdaq: AKAN), since June 2022. Ms. Field worked as a director at Costa Farms, a U.S. horticultural grower, from January 2013 to January 2017, worked as a consultant from January 2017 to January 2018, served as a senior vice president at MariMed Inc., a company that engages in cultivation, production, and dispensing of medicinal and recreational cannabis in the United States and internationally (OTC: MRMD), from January 2018 to March 2019, and served as the chief strategy officer at Halo Collective Inc. from April 2019 to February 2020 and its president from February 2020 to July 2022. Ms. Field received her bachelor’s degree in public policy from Stanford University in 2005 and her master of business administration degree from Columbia University in 2011.

Sultan Ali Rashed Lootah. We intend to appoint Mr. Lootah as an independent director effective upon the successful listing of our common stock on the Nasdaq. Mr. Lootah is a prominent Emirati strategist, entrepreneur, and leader with extensive experience in both government and private sectors. From 2010 to 2014, he served as Chief Executive Officer of the Mohammad bin Rashid Al Maktoum Foundation, where he transformed the organization into a dynamic platform focused on addressing unemployment across the Arab world. Before becoming CEO, he was the foundation’s Executive Director of Entrepreneurship Development. In the private sector, Mr. Lootah oversees a diverse group of companies involved in investment, consultancy, and real estate. His current roles include serving as Managing Partner of Sicurezza since October 2025; Chairman of the Board and Managing Director of Relam Investment since April 2018; Chairman of Nuqoosh since September 2024; Managing Director of Iootah Foods since December 2023; Managing Director of Floos Payment Service Provider LLC since April 2019; Managing Director of Vault Management Consultants and Vault Real Estate, both since May 2015; and Managing Director of Sultan Lootah Petroleum since April 2015. He also serves as Chairman of Lootah Properties in Pakistan, a cross-border expansion initiative aimed at strengthening UAE–Pakistan economic ties while advancing innovative and sustainable real estate ventures. Internationally, Mr. Lootah has served as Chairman of the Emirati-Norwegian Chamber of Commerce in Oslo and as Honorary Ambassador of Foreign Investment Promotion for the Republic of Korea from 2015 to 2017. He holds an Executive MBA from the Higher Colleges of Technology, an Executive Diploma in Public Administration from the Lee Kuan Yew College in Singapore, and a university degree in Business Information Technology. The Board of Directors believes that Mr. Lootah is qualified to serve as a director based on his leadership, entrepreneurial background, and business experience. Mr. Lootah does not hold, and has not previously held, any directorships in any reporting companies.

William Witherspoon. We intend to appoint Mr. Witherspoon as an independent director effective upon the successful listing of our common stock on the Nasdaq. Mr. Witherspoon has served as Asset Acquisition Manager for UMcapital since January 2025, supporting the confirmation and preparation of in-ground and SKR assets for potential acquisition. Since January 2020, he has also served as Principal of Hubert Development, where he leads multifamily and commercial real-estate projects through acquisition, pre-development, financing, construction, and stabilization. From January 2017 to present, he has concurrently worked as a Financial and Settlement Consultant with Forge Consulting, advising high-net-worth clients on trust, estate, insurance, and long-term financial strategies. He has also continued operating Shire Gate Farm, founded in 2007, and Four Paws Pet Resort, founded in 2005, both of which remained active during the past five years. Mr. Witherspoon holds an M.B.A. from George Washington University and a B.S. in Housing & Community Development from the University of Georgia. The Board of Directors believes that Mr. Witherspoon is qualified to serve as a director based on his leadership, entrepreneurial background, and business experience. Mr. Witherspoon does not hold, and has not previously held, any directorships in any reporting companies.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years:

Board Committees and Director Independence

Prior to this offering, there has been no public market for our Common Stock. Our Common Stock is not currently listed on any national securities exchange market or quoted on the OTC Markets. We have applied to list our Common Stock on the Nasdaq Capital Market. In order to list our Common Stock on the Nasdaq Capital Market, we are required to comply with the Nasdaq Capital Market standards relating to corporate governance, requiring, among other things, that:

For purposes of the audit committee composition requirements, we must have at least one independent director on our audit committee at the time of listing on the Nasdaq Capital Market, at least two independent directors within 90 days of listing on the Nasdaq Capital Market and at least three independent directors within one year of listing on the Nasdaq Capital Market, where at least one of the independent directors qualifies as an audit committee financial expert under SEC rules and as a financially sophisticated audit committee member under the Nasdaq Capital Market rule. In accordance with the Nasdaq Rule 5615(b)(1), since we are listing in connection with our initial public offering, we are permitted to phase in our compliance with the independent committee requirements set forth in the Nasdaq Rule 5605(d)(2) (for purposes of the compensation committee) or the Nasdaq Rules 5605(e)(1)(B) (for purposes of the nominating committee) on the same schedule as we are permitted to phase in our compliance with the independent audit committee requirement pursuant to Rule 10A-3(b)(1)(iv)(A) under the Act. Accordingly, we are permitted to phase in the compensation committee and nominating committee composition requirements as follows: (1) one member must satisfy the independence requirement at the time of listing; (2) a majority of members must satisfy the independence requirement within 90 days of listing; and (3) all members must satisfy the independence requirement within one year of listing. Furthermore, our listing in connection with our initial public offering shall have 12 months from the date of listing to comply with the majority independent board requirement in the Nasdaq Rule 5605(b). The foregoing is referred to herein as the “Independence Composition Requirements.”

Our Board of Directors has affirmatively determined that we will have one non-independent director, namely Grady Ryther, and two independent directors, namely Sultan Ali Rashed Lootah and William Witherspoon upon listing on the Nasdaq Capital Market. Therefore, upon listing on Nasdaq Capital Market, a majority of the members of the Board of Directors will consist of independent directors.

Committees of the Board of Directors

Audit Committee

We will establish an audit committee (“Audit Committee”) prior to listing on the Nasdaq Capital Market, which shall consist of three directors, namely Grady Ryther, Sultan Ali Rashed Lootah, and William Witherspoon. We have determined that Sultan Ali Rashed Lootah and William Witherspoon satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act. Therefore, Mr. Ryther will be replaced with an independent director within one year of listing on the Nasdaq Capital Market, so that one year of the listing the audit committee will consist solely of independent directors and at least one of the independent directors will qualify as an audit committee financial expert under SEC rules and as a financially sophisticated audit committee member under the Nasdaq Listing Rules. [ ] is the chair of the audit committee. Our Audit Committee is expected to adopt a written charter, and following this offering, a copy of this charter will be posted on the Corporate Governance section of our website, at https://www.advasa.co.jp.

Our audit committee will be authorized to:

Compensation Committee

We will establish a compensation committee prior to listing on the Nasdaq Capital Market, which shall consist of three directors, namely Grady Ryther, Sultan Ali Rashed Lootah, and William Witherspoon. We have determined that Sultan Ali Rashed Lootah and William Witherspoon satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules. Therefore, Mr. Ryther will be replaced with an independent director within one year of listing on the Nasdaq Capital Market, so that one year of the listing the compensation committee will consist solely of independent directors. [ ] is the chair of the compensation committee. Our compensation committee is expected to adopt a written charter, and following this offering, a copy of this charter will be posted on the Corporate Governance section of our website, at https://www.advasa.co.jp.

This compensation committee would:

Upon formation of a compensation committee, we would expect to adopt a compensation committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and Nasdaq Capital Market.

Nominating and Corporate Governance Committee

We will establish a nominating and corporate governance committee prior to listing on the Nasdaq Capital Market, which shall consist of three directors, namely Grady Ryther, Sultan Ali Rashed Lootah, and William Witherspoon. We have determined that Sultan Ali Rashed Lootah and William Witherspoon satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules. Therefore, Mr. Ryther will be replaced with an independent director within one year of listing on the Nasdaq Capital Market, so that one year of the listing the compensation committee will consist solely of independent directors. [ ] is the chair of the nominating and corporate governance committee. Our nominating and corporate governance committee is expected to adopt a written charter, and following this offering, a copy of this charter will be posted on the Corporate Governance section of our website, at https://www.advasa.co.jp.

The functions of the nominating and corporate governance committee, among other things, would include:

Upon formation of a nominating and corporate governance committee, we would expect to adopt a nominating and corporate governance committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and the Nasdaq Capital Market.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on our board of directors. No member of our board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors or compensation committee of that company.

Code of Ethics

Prior to listing on the Nasdaq Capital Market, we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics will be available at our website at https://www.advasa.co.jp.

We are required to disclose any amendment to, or waiver from, a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to our website within four business days following the date of any such amendment to, or waiver from, a provision of our Code of Ethics.

Corporate Governance Guidelines

Prior to listing on the Nasdaq Capital Market, our board of directors will adopt corporate governance guidelines in accordance with the corporate governance rules of the Nasdaq Capital Market. The corporate governance guidelines will be available at our website at https://www.advasa.co.jp. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities. 

Limitation on Liability and Indemnification of Officers and Directors

Our certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is not permitted by the General Corporation Law of the State of Delaware.

We intend to enter into separate indemnification agreements with our directors and officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our amended and restated certificate of incorporation and bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our certificate of incorporation and bylaws.

Our certificate of incorporation also permits us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We intend to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions and the insurance are necessary to attract and retain talented and experienced officers and directors.

Any repeal or amendment of provisions of our certificate of incorporation affecting indemnification rights, whether by our Board of Directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table provides information regarding the compensation paid by our subsidiaries during the year ended March 31, 2025 and 2024 to Grady Ryther, our Chief Executive Officer (principal executive officer). We refer to these individuals as our “named executive officers.” No other executive officers received total compensation in excess of $100,000.

Employment Agreements

Executive Employment Agreement with Grady Ryther

On August 11, 2025, we entered into an Executive Employment Agreement with Grady Ryther, who serves as the Chief Executive Officer of Advasa Holdings, Inc. Mr. Ryther’s agreement provides that he will be paid an annual salary of $120,000. Mr. Ryther is eligible to be paid bonuses as may be determined by our Board of Directors, and his agreement is subject to the terms and conditions described below in the section entitled “Provisions Applicable to All Executive Employment Agreements.” A copy of the Employment Agreement with Mr. Ryther is filed herewith as Exhibit 10.2.

Executive Employment Agreement with Katharyn Field

On November 19, 2025, we entered into an Executive Employment Agreement with Katharyn Field, who serves as the Chief Financial Officer of Advasa Holdings, Inc. Ms. Field’s agreement provides that he will be paid an annual base salary of $120,000. On the earlier to occur of (i) February 1, 2026 or (ii) the consummation of our initial public offering of our common stock pursuant to an underwritten offering pursuant to the Securities Act, the base salary shall be increased to $300,000 on an annual basis. Ms. Field is eligible to be paid bonuses as may be determined by our Board of Directors, and his agreement also has the terms and conditions which are described below in the section entitled “Provisions Applicable to All Executive Employment Agreements.” A copy of the Employment Agreement with Ms. Field is filed herewith as Exhibit 10.3.

Provisions Applicable to All Executive Employment Agreements

Each of the Executive Employment Agreements described above include the following terms, unless otherwise noted below:

An initial term of three years, provided that the term of each agreement will automatically be extended for one or more additional terms of one year each unless either we or the applicable executive provides notice to the other of their desire to not so renew the initial term or renewal term (as applicable) at least 30 days prior to the expiration of then-current initial term or renewal term (as applicable). Each of the agreements provide that the applicable executive’s employment shall be “at will,” meaning that either applicable we or the executive may terminate the applicable executive’s employment at any time and for any reason, subject to the other provisions of the agreement.

Each of the agreements provide that they may be terminated by us, either with or without “Cause”, or by the applicable executive, either with or without “Good Reason”.

For purposes of each agreement, “Cause” means:

● a violation of any of our material written rule or policy for which violation any employee may be terminated pursuant to our written policies reasonably applicable to an executive employee;

● misconduct by the applicable executive to our material detriment;

● the applicable executive’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony;

● the applicable executive’s gross negligence in the performance of the applicable executive’s duties and responsibilities as described in the agreement; or

● the applicable executive’s material failure to perform the applicable executive’s duties and responsibilities as described in the agreement (other than any such failure resulting from the applicable executive’s incapacity due to physical or mental illness or any such failure subsequent to the applicable executive being delivered a notice of termination without Cause by us or delivering a notice of termination for Good Reason to us), in either case after written notice from the Board to the applicable executive of the specific nature of such material failure and the applicable executive’s failure to cure such material failure within 10 days following receipt of such notice.

For purposes of each agreement, “Good Reason” means:

● at any time following a Change of Control (as defined below), a material diminution of compensation and benefits (taken as a whole) provided to the applicable executive immediately prior to a Change of Control;

● a reduction in base salary or target or maximum bonus, other than as part of an across-the-board reduction in salaries of management personnel;

● the relocation of the applicable executive’s principal executive office to a location more than 50 miles further from the applicable executive’s principal executive office immediately prior to such relocation; or

● a material breach by us of any of the terms and conditions of the agreement which we fail to correct within 10 days after we receive written notice from the applicable executive of such violation.

For purposes of each agreement a “Change of Control” will be deemed to have occurred if, after the effective date of the applicable agreement, (i) the beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than 50% of our combined voting power is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than us, any of our subsidiaries, or any trustee or other fiduciary holding securities under our employee benefit plan), (ii) the merger or consolidation with or into another corporation where our shareholders, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of our assets to an entity, other than a sale or disposition by us of all or substantially all of our assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by our shareholders, immediately prior to the sale or disposition, in substantially the same proportion as their ownership immediately prior to such sale or disposition.

In the event that we terminate the term of the applicable agreement or the applicable executive’s employment with Cause, or if the applicable executive terminates their agreement without Good Reason, then, subject to any other agreements with us with respect to other equity grants made to such executive, we expect that each of the agreements will provide that:

● we will pay to the applicable executive any unpaid base salary and benefits then owed or accrued, and any unreimbursed expenses;

● any unvested portion of any equity granted to the applicable executive under the applicable agreement or any other agreements with us will immediately be forfeited; and

● all of the parties’ rights and obligations under the agreement will cease, other than those rights or obligations which arose prior to the termination date or in connection with such termination, and subject to the survival provisions of the agreements.

Each of the agreements provides that, in the event that we terminate the term of the applicable agreement or the applicable executive’s employment without Cause, or if the applicable executive terminates their agreement with Good Reason, then, subject to any other agreements with respect to other equity grants made to such executive:

● we will pay to the applicable executive any base salary, bonuses, and benefits then owed or accrued, and any unreimbursed expenses;

● any unvested portion of any equity granted to the applicable executive under the applicable agreement or any other agreements with us will, to the extent not already vested, be deemed automatically vested; and

● all of the parties’ rights and obligations under the agreement will cease, other than those rights or obligations which arose prior to the termination date or in connection with such termination, and subject to the survival provisions of the agreements.

Each of the agreements provides that, in the event of the applicable executive’s death or total disability during the term of the applicable agreement, the term of the applicable agreement and the applicable executive’s employment shall terminate on the date of death or total disability. In the event of such termination, our sole obligations to the applicable executive (or the applicable executive’s estate) will be for unpaid base salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the applicable executive’s target bonus for such year and the portion of such year in which the applicable executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, and any unvested portion of any equity granted to the applicable executive under the applicable agreement or any other agreements with us will immediately be forfeited as of the termination date.

Each of the agreements provides that in the event that the term of the applicable agreement is not renewed by either party, any unvested portion of any equity granted to the applicable executive under the applicable agreement or any other agreements with us will immediately be forfeited as of the expiration of the term of the applicable agreement without any further action of the parties.

Each of the agreements provide that if it is determined that any payment provided to the applicable executive under the applicable agreement or otherwise, whether or not in connection with a Change of Control (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such that the Payment would be subject to an excise tax under section 4999 of the Code (the “Excise Tax”), we will pay to the applicable executive an additional amount (the “Gross-Up Payment”) such that the net amount of the Gross-Up Payment retained by the applicable executive after the payment of any Excise Tax and any federal, state and local income and employment tax on the Gross-Up Payment, shall be equal to the Excise Tax due on the Payment and any interest and penalties in respect of such Excise Tax.

During the term of the applicable agreement, each of the agreements provides that the applicable executive will be entitled to fringe benefits consistent with our practices, and to the extent that we provide similar benefits to our executive officers, and is entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the applicable executive in connection with the performance of the applicable executive’s duties hereunder and in accordance with the our expense reimbursement policies and procedures.

Each of the agreements provides that, during the term of the applicable agreement, the applicable executive will be entitled to indemnification and insurance coverage for officers’ liability, fiduciary liability and other liabilities arising out of the applicable executive’s position with us in any capacity, in an amount not less than the highest amount available to any other executive, and such coverage and protections, with respect to the various liabilities as to which the applicable executive has been customarily indemnified prior to termination of employment, shall continue for at least six years following the end of the term of the applicable agreement. Any indemnification agreement entered into between us and the applicable executive shall continue in full force and effect in accordance with its terms following the termination of the applicable.

Each of the agreements contains customary confidentiality provisions, and customary provisions related to our ownership of intellectual property conceived or made by the applicable executive in connection with the performance of their duties under the applicable agreement (i.e., a “work-made-for-hire” provision).

Each of the agreements contains a non-compete provision which provides that, for the term of the applicable agreement and for a period of two years thereafter, the applicable executive shall not, directly or indirectly: (i) engage in any other business, association or relationship of any kind with any business which provides, in whole or in part, the same or similar services and/or products offered by the which directly or indirectly competes with our business; nor (ii) solicit or accept, or induce any person or entity to reduce goods or services to us, or in any manner assist others in the solicitation, acceptance, or inducement of, any business transactions with our existing and prospective clients, accounts, suppliers and/or other persons or entities with whom we have had business relationships (or whom we had specifically identified for a prospective business relationship). These restrictions extend to the geographic area in which we actively conducted business immediately prior to termination of the applicable agreement.

Each of the agreements, also contains a customary non-solicitation provision, in which the applicable executive agrees that, for the term of the applicable agreement and for a period of three years thereafter, the applicable executive will not, directly or indirectly solicit or discuss with any our employees the employment of such employee by any other commercial enterprise other than us, nor recruit, attempt to recruit, hire or attempt to hire any such employee on behalf of any commercial enterprise other than us, provided that this provision does not prohibit the applicable executive from undertaking a general recruitment advertisement provided that the foregoing is not targeted towards any person or entity identified above, or from hiring, employing or engaging any such person or entity who responds to such general recruitment advertisement.

Due to the application of various jurisdiction’s laws, there is no assurance that any non-compete provisions or the non-solicitation provisions as set forth above will be enforced. We expect that each of the agreements which contain these provisions will contain a “blue pencil” provision that, in the event that a court determines that any of these restrictions are unenforceable, the parties to the agreement agreed that it is their desire that the court substitute an enforceable restriction in place of any restriction deemed unenforceable, and that the substitute restriction be deemed incorporated in the agreement and enforceable against the applicable executive.

Each of the agreements contains customary representations and warranties by the applicable executive, relating to the agreement, and any of our securities that may be issued to the executive, and contains other customary miscellaneous provisions relating to waivers, assignments, third party rights, survival of provisions following termination, severability, notices, waiver of jury trials and other provisions.

Each of the agreements provides that the agreement is governed by and construed and enforced in accordance with the internal laws of the State of Delaware, and for all purposes shall be construed in accordance with such laws, without giving effect to the choice of law provisions thereof. Each of the agreements provides that all legal proceedings concerning the applicable agreement will be in either (i) the courts of the State of New York and the federal courts of the United States of America in each case located in New York City, New York; or (ii) the Tokyo District Courts, provided that each agreement also includes a provision relating to any disputes being settled by arbitration, with such arbitration to take place in New York City, New York.

Director Compensation

We and our subsidiaries did not pay any compensation or make any equity awards or non-equity awards to any of our directors during the year ended March 31, 2025. Directors may be reimbursed for travel and other expenses directly related to their activities as directors. Directors who serve as employees receive no additional compensation for their service as directors.

Agreements with Independent Directors

We have entered into or expect to enter into Independent Director Agreements (each, a “Director Agreement”) with each of our independent directors, providing for certain matters related to each such person’s service as an independent director of the Company.

Pursuant to the Director Agreement, each independent director agrees to serve as an independent director and to devote as much time as is reasonably necessary to perform director’s duties as a director of the Company, including duties as a member of one or more committees of the Board, to which the director may hereafter be appointed. The director party to the Director Agreement agrees that he or she will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of the Director’s duties, services and responsibilities to us or which is in violation of the reasonable policies established from time to time by us, provided that the foregoing will not limit the applicable director’s activities on behalf of any current employer and its affiliates the Board of Directors of any entities on which applicable director currently sits. The Director Agreements provide that the Board may require the resignation of the director if it determines that the director’s other business activity materially interferes with the performance of the Director’s duties, services and responsibilities to us.

The Director Agreements provide that the applicable director confirms that they are an “independent director” (as such term has been construed under Cayman Islands law with respect to directors of Cayman Islands companies and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange), and the director will also provide certain customary representations and warranties as to such director’s “accredited investor” status with respect to the receipt of any of our securities.

Each Director Agreement provides the compensation payable to the applicable director, which is expected to be as follows:

In addition, we may grant to director certain shares or other options or awards related thereto, as may be determined by the Board or a committee thereof.

During the term of the applicable independent director agreement, we will reimburse the applicable director for all reasonable out-of-pocket expenses incurred by the applicable director in attending any in-person meetings, provided that the applicable director complies with the generally applicable policies, practices and procedures for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the applicable director in excess of $500.00) must be approved in advance by us.

Each of the agreements contains customary confidentiality provisions, and customary provisions related to our ownership of intellectual property conceived or made by the applicable director in connection with the performance of their duties under the applicable agreement (i.e., a “work-made-for-hire” provision).

The Director Agreements include customary confidentiality provisions, and provisions related to the assignment of intellectual property rights to us. The Director Agreements contain customary miscellaneous provisions relating to successors and assigns, interpretation, enforcement, amendments and waivers. The Director Agreements are governed by Delaware law and are subject to jurisdiction in (i) the federal courts of the United States of America or the courts of the State of Florida, in each case located in Palm Beach County, Florida; or (ii) the Tokyo District Courts.

The term of the Director Agreements continue until the director resigns or is removed in accordance with the Articles, or the death of the Director.

A copy of the Form of Independent Director Agreement is filed herewith as Exhibit 10.4.

Equity Incentive Plan

2025 Plan

On October 27, 2025, shareholders and directors have adopted a share incentive plan. The purpose of the Advasa Holdings, Inc. 2025 Equity Inventive Plan (the “Plan”) is to provide us with the ability to make certain grants of equity securities, or rights to receive equity securities, of the Company, for the purpose of attracting and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees, directors and consultants, and to promote the success of our business. Recipients of awards under the Plan are referred to as “Participants.”

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Cash-Based Awards and Other Stock-Based Awards, and as discussed below, each of which are referred to as “Awards”). Nonstatutory Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to employees, directors and consultants/contractors, and Incentive Stock Options may be granted only to employees (all of whom may be referred to as “Service Providers”). Each Award will be evidenced by an Award agreement in the form as attached to the Plan for the particular form of Award, with may have such changes as the Administrator, in its sole discretion, will determine.

The Plan covers up to 72,000,000 shares of Common Stock (“Shares”) which may be used for Awards. If an Award expires or becomes un-exercisable without having been exercised in full, is surrendered or forfeited, the unacquired Shares will become available for future grant or sale under the Plan (unless the Plan has terminated). There were 72,000,000 Shares available for award as of the date of this prospectus under the Plan.

The Plan will initially be administered by the Board, but the Board may also designate a committee of the Board to administer the Plan. The body administering the Plan at any time is referred to as the “Administrator.” The Administrator will have general powers to implement and administer the Plan, including determining the value of Shares and the Award, to select the recipients of Awards, to approve the agreements related to Awards, and to determine the determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award, to modify any Awards made, and to make all other determinations deemed necessary or advisable for the operations of the Plan.

Option Awards

Options, which may be either an Incentive Stock Option or a Nonstatutory Stock Option, represent the right to acquire Shares for a specific exercise price. The two different forms of options have differing tax treatment under U.S. tax laws, and have different requirements and restrictions, and as recipients. Generally, Incentive Stock Options may only be issued to employees. Each option Award will have a term of 10 years, provided that the Administrator may modify this, or any other term related to an option Award or any other Award, as the Administrator may determine.

If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or disability, the Participant may exercise his or her Option within such period of time as is specified in the Award agreement, and, in the absence of a specified time in the Award agreement, the Option will remain exercisable for three months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If a Participant ceases to be a Service Provider as a result of the Participant’s disability, the Participant may exercise his or her Option within such period of time as is specified in the Award agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award agreement). In the absence of a specified time in the Award agreement, the Option will remain exercisable for 12 months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award agreement), by the Participant’s designated beneficiary or personal representative and, in the absence of a specified time in the Award agreement, the Option will remain exercisable for 12 months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan.

Stock Appreciation Rights.

Stock Appreciation Rights (“SARs”) represent the right to receive, upon exercise thereof, an amount in cash as set forth in the Plan and the applicable Award agreement, which are generally the increase in value, if any, of the Shares between the date of grant and the date of exercise of the applicable SAR. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of an SAR will be determined by the Administrator and will be no less than 100% of the fair market value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of SARs granted under the Plan. Upon exercise of an SAR, a Participant will be entitled to receive payment from us in an amount determined by multiplying (i) the difference between the fair market value of a Share on the date of exercise over the exercise price; and (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

Restricted Stock.

Awards under the Plan may be made in restricted stock, which are grants of Shares which are subject to vesting and forfeiture. A Participant receiving a grant of restricted stock may vote the applicable Shares prior to vesting and will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise, but may not sell or transfer the Shares until vested. The Administrator may determine the amount, vesting period and other terms and conditions of the restricted stock award.

Restricted Stock Units.

Restricted Stock Units (“RSUs”) are units which may, once vested, be settled by us via the issuance of Shares, or via the payment of cash based on the value of the Shares at such time. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. Participants have no voting rights with respect to Shares represented by RSU until the date of the issuance of such Shares. However, the Administrator may provide in the Award agreement evidencing any RSU that the Participant shall be entitled to dividend equivalent rights with respect to the payment of cash dividends on the Shares during the period beginning on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated.

Performance Units and Performance Shares.

Performance Units and Performance Shares are Awards which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing. The Administrator will set performance objectives or other vesting provisions in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” The Administrator may also set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion, as set forth in the Plan, with respect to the vesting or payment of Performance Units and Performance Shares. Participants have no voting rights with respect to Shares represented by Performance Share Awards until the date of the issuance of such Shares, if any. However, the Administrator, in its discretion, may provide in the Award evidencing any Performance Share Award that the Participant shall be entitled to dividend equivalent rights with respect to the payment of cash dividends on the Shares during the period beginning on the date the Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited.

Cash-Based Awards and Other Stock-Based Awards.

The Plan also permits other cash-based Awards and stock-based Awards as the Administrator may determine, which may include equity-based or equity-related Awards not otherwise described by the terms of the Plan, in such amounts and subject to such terms and conditions as the Administrator shall determine.

Form of Award Agreements.

A form of Award agreement for a grant of Options, SARs, Restricted Stock, and Restricted Stock Units are attached to the Plan, provided that the Administrator has the discretion to modify such forms and to replace such forms with any other agreement as determined by the Administrator. In the event of a conflict between the terms of any Award agreement and the provisions in the body of the Plan, the terms of the Award agreement control.

Additional Provisions

As noted above, the Plan includes form agreements for Awards of Options, restricted stock, SARs and RSUs, and the Administrator generally has the power to modify the terms and conditions of these form agreements as the Administrator may determine.

The Plan provides that any Director who is not an employee (an “Outside Director”) may not be granted, in any fiscal year, Awards with a grant date fair value (computed as of the date of grant in accordance with U.S. generally accepted accounting principles) of more than $300,000.

Unless the Administrator provides otherwise, vesting of Awards granted under the Plan will be suspended during any unpaid leave of absence. A Participant will not cease to be an employee in the case of (i) any leave of absence approved by us or (ii) transfers between locations of the Company or between the Company, its parent or subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed three months, unless reemployment upon expiration of such leave is guaranteed by statute or contract.

Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant.

In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share subdivision, share consolidation, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in our corporate structure affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares of stock that may be delivered under the Plan and/or the number, class, and price of shares of stock covered by each outstanding Award, and the numerical Share limits as set forth above. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the Plan) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by us without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing.

In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and SARs, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable Award agreement or other written agreement between the Participant and us or any of our Subsidiaries or Parents, as applicable. In addition, if an Option or SAR is not assumed or substituted in the event of a merger or change in control, the Administrator will notify the Participant in writing or electronically that the Option or SAR will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or SAR will terminate upon the expiration of such period.

In the event of a Change in Control, with respect to Awards granted to an Outside Director, the Outside Directors will fully vest in and have the right to exercise Options and/or SARs as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award agreement or other written agreement between the Participant and us or any of our subsidiaries or parents.

All Awards under the Plan will be subject to recoupment under any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws. In addition, the Administrator may impose such other clawback, recovery or recoupment provisions in an Award agreement as the Administrator determines necessary or appropriate.

If the Participant’s service to us or any of our affiliates as a service provider is terminated for any reason, then any Award which has not vested as of such time in accordance with its terms shall automatically be forfeited and cancelled and shall cease to vest, be exercisable or otherwise provide any benefit to Participant. This forfeiture provision may be amended in any Award agreement.

Members of the Board or the Administrator and any of our officers or employees or any of our affiliates to whom authority to act for the Board, the Administrator or the Company is delegated will be indemnified by us against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by us) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith, intentional misconduct, dishonesty, willful default or fraud in duties.

The Plan will be effective upon its adoption by the Board and will continue in effect for a term of 10 years from the date adopted by the Board, unless terminated as set forth in the Plan. The Administrator may at any time amend, alter, suspend or terminate the Plan. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award agreement is governed by the laws of the Delaware, without regard to its conflict of law rules.

A copy of the Plan is filed herewith as Exhibit 10.1.

Equity Compensation Plan Information

The table below sets forth information as of March 31, 2025.

Our Board of Directors and stockholders approved the 2025 Equity Incentive Plan (the “2025 Plan”) on October 27, 2025. Under the 2025 Plan, 72,000,000 shares of Common Stock are authorized for issuance to our employees, directors and independent contractors (except those performing services in connection with the offer or sale of our securities in a capital raising transaction or promoting or maintaining a market for our securities) or our subsidiaries. The 2025 Plan authorizes equity-based and cash-based incentives for participants.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Party Transactions

Under Item 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities (a “significant shareholder”), or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

We recognize that transactions between us and any of our directors or executives or with a third party in which one of our officers, directors or significant shareholders has an interest can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the best interests of us and our stockholders.

The Audit Committee of the Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any such transactions, as reported or disclosed to the Audit Committee by the independent auditors, employees, officers, members of the Board of Directors or otherwise, and to determine whether the terms of the transaction are not less favorable to us than could be obtained from an unaffiliated party.

From time to time, we engage in transactions with related parties. The related parties had material transactions for the six months ended September 30, 2025 and for the years ended March 31, 2025, 2024 and 2023 consist of the following:

Indemnification Agreements

We intend to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us or will require us to indemnify each director and executive officer to the fullest extent permitted under the Delaware General Corporation Law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. For further information, see “Description of Securities—Limitations on Liability and Indemnification Matters.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of and percent of our Common Stock beneficially owned as of December 8, 2025 by all directors, our named executive officers, our directors and executive officers as a group, and persons or groups known by us to own beneficially 5% or more of our Common Stock, immediately prior to this offering, and immediately after the closing of this offering, as adjusted to reflect the sale of __________ shares of our Common Stock in this offering, which assumes the Representative exercises its over-allotment option in-full to purchase additional shares of our Common Stock.

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Unless we have indicated otherwise, each person named in the table has sole voting power and sole investment power for the shares listed opposite such person’s name. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock that such person or any member of such group has the right to acquire within 60 days of December 8, 2025. For purposes of computing the percentage of outstanding shares of our Common Stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of December 8, 2025, are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person. The share ownership numbers after this offering for the beneficial owners indicated below exclude any potential purchases that may be made by such persons in this offering. The business address of each of the beneficial owners listed below is c/o Advasa, Inc. 1-1-3 Otemachi Chiyoda-ku, Tokyo 100-0004, Japan.