AWCA Awaysis Capital Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): April 14, 2025

 

AWAYSIS CAPITAL, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		000-21477		27-0514566
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

3400 Lakeside Dr, Suite 100, Miramar, Florida 33027

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (855) 795-3311

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01.

Entry Into A Material Agreement.

 

As previously disclosed, on December 31, 2024, Awaysis Belize Ltd. (“Awaysis Belize”), a Belize corporation and wholly-owned subsidiary of Awaysis Capital, Inc. (the “Company”), acquired all of the stock and substantially all of the assets (the “Transaction”) of Chial Mountain Ltd (“Chial Mountain”), a Belize corporation, pursuant to the terms and conditions of an Agreement of Purchase and Sale (the “Asset Purchase Agreement”), dated December 31, 2024 and effective December 20, 2024, between Chial Mountain and Awaysis Belize. Chial Mountain is an affiliate of Michael Singh, the Company’s Chairman and Co-CEO.

 

Also as previously disclosed by the Company, the aggregate estimated purchase price for the Transaction is $5,500,000, subject to potential adjustments, consisting of: (i) $2,400,000 in cash; (ii) a $1,500,000 secured promissory note, dated December 21, 2024, between the Company and Michael Singh (the “Promissory Note”), which bears no interest and originally had a maturity date on the earlier of February 15, 2025 or the up-listing of the Company to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note, dated December 20, 2024, between the Company and Michael Singh, which bears interest at a rate of 3.5% per annum and has a maturity date of June 30, 2025.

 

On April 14, 2025, the Company and Chial Mountain entered into an Amendment dated February 15, 2025 (the “Amendment”), to the Asset Purchase Agreement and to the Promissory Note, to, among other things, amend the maturity date of the Promissory Note to the earlier of July 15, 2025 or the up-listing of the Company to the NYSE American. The Amendment further extended the date pursuant to which the estimated purchase price would be adjusted pursuant to the appraisal of assets contemplated by the Asset Purchase Agreement, to 120 days after such appraisal.

 

The foregoing descriptions of the Amendment is qualified in its entirety by reference to the terms of the Amendment, a copy of which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit		Description
10.1		Amendment to Agreement of Purchase and Sale and First Secured Promissory Note, entered into on April 14, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: April 18, 2025
	AWAYSIS CAPITAL, INC.
	By:	/s/ Andrew Trumbach
	Name:	Andrew Trumbach
	Title:	Co-CEO and CFO

 

 

 

Exhibit 10.1

 

AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND FIRST SECURED PRIMISSORY NOTE

 

This Amendment to the Agreement of Purchase and Sale and First Secured Promissory Note dated December 20, 2024 and executed December 31, 2024 is dated February 15, 2025 between Chial Mountain Ltd. (“Seller”) and Awaysis Belize Ltd. together with its subsidiaries, affiliates, successors, assigns, collectively, (“Purchaser”).

 

WHEREAS Purchaser and Seller have entered into a binding contract for the purchase of substantially all the Assets of the Seller in the Agreement of Purchase and Sale; and

 

WHEREAS Purchaser and Seller have agreed to certain amendments to that Agreement of Purchase and Sale and to the First Secured Promissory Note contemplated under the agreement;

 

NOW, THEREFORE in consideration of the mutual promises contained herein and in the Agreement of Purchase and Sale, the Parties agree as follows:

 

1.

Section 2(c) of the Agreement for Purchase and Sale is amended so that the first secured note shall be due upon the first of either x) July 15, 2025 or z) the listing of Awaysis Capital, Inc. on the New York Stock exchange.

 

2.

The First Secured Promissory Note shall be amended to reflect the changes made in Section 2(c) of the Agreement for Purchase and Sale and shall now be due upon the first of either i) July 15, 2025 or ii) the listing of Awaysis Capital, Inc. on the New York Stock exchange.

 

3.

The First Secured Promissory Note shall be for $1,500,000.00 USD or $3,000,000 BZD at the rate of $2BZD per $1USD.

 

4.

Section 2(e) of the Agreement of Purchase and Sale shall be amended to extend the time to negotiate the post-closing agreement currently set to expire March 24, 2025 to read:

 

a.

At least 30 days after the Closing Date, an Appraisal of the Assets consisting of real property and any fixtures, furniture, buildings, improvements, equipment attached to that real property being acquired under this agreement shall occur. The Appraiser shall be an independent Appraiser licensed in the jurisdiction of the Assets and shall be selected by the Seller. Both Parties agree that the Purchase Price of the Real and Personal Property portion of the Assets shall be amended by this appraisal. Any adjustments to the Purchase Price shall be negotiated within one hundred twenty (120) days after Appraisal in a separate Post Closing Agreement. In addition, at least 30 days after the Closing Date, a valuation consisting of moveable tools, furniture, vehicles, and equipment used for maintenance of the real property being acquired under this agreement shall occur. The valuation can be done by an independent Auditor licensed in the jurisdiction of the Assets who shall be selected by the Seller or by mutual agreement. Both Parties agree that the Purchase Price of the Real and Personal Property portion of the Assets shall be amended by this appraisal. Any adjustments to the Purchase Price shall be negotiated within one hundred twenty (120) days after Appraisal in a separate Post Closing Agreement.

 

5.

In addition, this Amendment clarifies that pursuant to Section 5 of the Agreement for Purchase and Sale, the Seller is to execute a corporate resolution transferring the shares of Chial Mountain Ltd. to Awaysis Belize Ltd. alongside the Bill of Sale. Simultaneous to the transfer of the shares by Chial Mountain Ltd. to Awaysis Belize Ltd., the UCC-1 filings in support of the First and Second Promissory Note shall be filed with the relevant Secretary of State. This UCC-1 secures the Seller by creating a first priority lien on all the assets of Chial Mountain Ltd. including all outstanding shares of Chial Mountain Ltd. to be returned to the Seller in the event of default under the Notes.

 

 

AGREED TO, SIGNED AND EXECUTED, the undersigned have put into effect this Second Amendment to Agreement if Purchase and Sale as of the effective date written below.

 

PURCHASER
Awaysis Belize Ltd.
By:	/s/ Andrew Trumbach
Name:	Andrew Trumbach
Title:	President
SELLER
Chial Mountain Ltd.
By:	/s/ Michael Singh
Name:	Michael Singh
Title:	President

 

 

v3.25.1

Cover	Apr. 14, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 14, 2025
Entity File Number	000-21477
Entity Registrant Name	AWAYSIS CAPITAL, INC.
Entity Central Index Key	0001021917
Entity Tax Identification Number	27-0514566
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3400 Lakeside Dr
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Miramar
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33027
City Area Code	(855)
Local Phone Number	795-3311
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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