One investor now holds 47.76% of Advasa Holdings (NASDAQ: ADBT)

Rhea-AI Filing Summary

Advasa Holdings, Inc. (ADBT) discloses that Asamitsu Kosugi filed a Schedule 13D reporting a significant ownership position. Kosugi beneficially owns 232,638,232 shares of Advasa Holdings common stock, representing 47.76% of the issued and outstanding shares, based on 487,065,702 shares outstanding.

The shares were received on August 29, 2025 under a share exchange agreement in which Advasa Holdings acquired a 96.6% ownership interest in ADVASA Co., Ltd. from its shareholders in exchange for Advasa Holdings stock. Kosugi holds sole voting and dispositive power over these shares and has not conducted any transactions in the issuer’s stock in the last 60 days. He states that he may buy or sell shares in the future depending on various business, market, and economic factors, but does not currently have specific plans for corporate actions such as mergers, asset sales, changes in board composition, or major capital structure changes.

Key Figures

Shares beneficially owned: 232,638,232 shares Ownership percentage: 47.76% Shares outstanding: 487,065,702 shares +3 more

6 metrics

Shares beneficially owned 232,638,232 shares Common stock of Advasa Holdings, Inc. beneficially owned by Asamitsu Kosugi

Ownership percentage 47.76% Percent of Advasa Holdings common stock represented by 232,638,232 shares

Shares outstanding 487,065,702 shares Advasa Holdings common stock issued and outstanding, per Form 10-Q filed August 12, 2026

Ownership interest acquired in ADVASA Co., Ltd. 96.6% Interest in ADVASA Co., Ltd. acquired by Advasa Holdings under the share exchange agreement dated August 29, 2025

Sole voting power 232,638,232 shares Shares of Advasa Holdings common stock over which Kosugi has sole voting power

Sole dispositive power 232,638,232 shares Shares of Advasa Holdings common stock over which Kosugi has sole dispositive power

Key Terms

beneficial owner, Schedule 13D, share exchange agreement, sole voting power, +1 more

5 terms

beneficial owner financial

"the Reporting Person is the beneficial owner of 232,638,232 shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"This is being filed by Asamitsu Kosugi (the "Reporting Person")."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

share exchange agreement financial

"pursuant to a share exchange agreement between the Issuer and Advasa, Co., Ltd."

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Dispositive Power"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

How much of Advasa Holdings, Inc. (ADBT) does Asamitsu Kosugi beneficially own?

Asamitsu Kosugi beneficially owns 232,638,232 shares of Advasa Holdings common stock, representing approximately 47.76% of the company’s issued and outstanding common stock, based on 487,065,702 shares outstanding as referenced from a Quarterly Report on Form 10-Q filed August 12, 2026.

How did Asamitsu Kosugi acquire his shares of Advasa Holdings, Inc. (ADBT)?

Kosugi received 232,638,232 shares of Advasa Holdings common stock on August 29, 2025 under a share exchange agreement in which Advasa Holdings acquired a 96.6% ownership interest in ADVASA Co., Ltd. from its shareholders in exchange for shares of Advasa Holdings.

Does Asamitsu Kosugi have control over voting and disposition of his ADBT shares?

Yes. The filing states that Kosugi has sole voting power over 232,638,232 shares and sole dispositive power over 232,638,232 shares, with no shared voting or dispositive power over any Advasa Holdings common stock.

Has Asamitsu Kosugi traded Advasa Holdings, Inc. (ADBT) stock recently?

No. The filing states that the Reporting Person has not effectuated any transactions in Advasa Holdings common stock during the past 60 days prior to the date of the Schedule 13D.

What future plans regarding Advasa Holdings, Inc. (ADBT) does Asamitsu Kosugi disclose?

Kosugi states he may acquire or dispose of Advasa Holdings common stock in open-market or private transactions depending on business, financial, and market factors, but he has no current plans for mergers, major asset sales, board changes, or other specified corporate actions.

What is the total number of Advasa Holdings, Inc. (ADBT) shares outstanding referenced in the filing?

The Schedule 13D calculates Kosugi’s ownership percentage using 487,065,702 common stock shares issued and outstanding, as disclosed in Advasa Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 12, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/27/2026 - 07:56 AM Accepted by SEC EDGAR 08/18/2026 - 01:20 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Advasa Holdings, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

00783R103

(CUSIP Number)

Asamitsu Kosugi
c/o Advasa Holdings, Inc.,, 1-2-7 Moto-Akasaka, Minato-ku,
Tokyo, M0, 107-0051
81-03-6868-5538

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 00783R103

1

Name of reporting person

Kosugi Asamitsu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 232,638,232.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 232,638,232.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

232,638,232.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

47.76 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

As to Item 4 immediately above, the shares of common stock held by the Reporting Person were acquired on August 29, 2025, pursuant to a share exchange agreement between the Issuer and Advasa, Co., Ltd. ("Advasa Japan") and Advasa Japan's shareholders, pursuant to which the Issuer acquired 96.6% ownership interest in Advasa Japan from Advasa Japan's shareholders (one of which was the Reporting Person) in exchange for shares of the Issuer. As to Item 13 immediately above, the percentage is based on 487,065,702 common stock shares issued and outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.00001 par value per share
(b)	Name of Issuer: Advasa Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1-2-7 Moto Akasaka, Minato-ku, Tokyo, JAPAN , 107-0051.
Item 1 Comment: Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Asamitsu Kosugi (the "Reporting Person").
(b)	c/o Advasa Holdings, Inc., 1-2-7 Moto-Akasaka, Minato-ku, Tokyo, 107-0051 Japan
(c)	The Reporting Person is the Representative Director of ADVASA Co., Ltd. The principal business address of ADVASA Co., Ltd. is 1-2-7 Moto-Akasaka, Minato-ku, Tokyo, 107-0051 Japan.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
(f)	Mr. Kosugi is a citizen of Japan.
Item 3.	Source and Amount of Funds or Other Consideration
	Mr. Kosugi received the 232,638,232 shares of the Issuer's common stock, pursuant to a share exchange agreement between the Issuer and Advasa, Co., Ltd. ("Advasa Japan") and Advasa Japan's shareholders, pursuant to which the Issuer acquired 96.6% ownership interest in Advasa Japan from Advasa Japan's shareholders (one of which was the Reporting Person) in exchange for shares of the Issuer.
Item 4.	Purpose of Transaction
	Mr. Kosugi received the 232,638,232 shares of the Issuer's common stock, pursuant to a share exchange agreement between the Issuer and Advasa, Co., Ltd. ("Advasa Japan") and Advasa Japan's shareholders, pursuant to which the Issuer acquired 96.6% ownership interest in Advasa Japan from Advasa Japan's shareholders (one of which was the Reporting Person) in exchange for shares of the Issuer. The Reporting Person from time to time intends to review their investments in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's common stock shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person may take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time. If the Reporting Person believes that further investment in the Issuer is attractive, whether because of the market price of the common stock shares or otherwise, they may acquire common stock shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Person may determine to dispose of some or all of the common stock shares currently owned by the Reporting Person or otherwise acquired by the Reporting Person either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Person has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the Issuer's capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	The following disclosure is based on 487,065,702 common stock shares issued and outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2026. As of the date of this Schedule 13D, the Reporting Person is the beneficial owner of 232,638,232 shares of the Issuer's common stock, representing approximately 47.76% of the issued and outstanding common stock of the Issuer.
(b)	See item 5(a) immediately above.
(c)	The Reporting Person has not effectuated any transactions during the past 60 days in any common stock shares of the Issuer.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	10.1 Share Exchange Agreement dated August 29, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kosugi Asamitsu

Signature:	/s/ Asamitsu Kosugi
Name/Title:	Asamitsu Kosugi
Date:	08/18/2026