AWCA 8-K
Awaysis Capital, Inc. (AWCA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No.)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry Into a Material Agreement. |
As previously disclosed, on December 31, 2024, Awaysis Belize Ltd., a Belize corporation and wholly-owned subsidiary of Awaysis Capital, Inc. (the “Company”), or Awaysis Belize, acquired all of the stock and substantially all of the assets (the “Chial Reserve Assets”) of Chial Mountain Ltd., a Belize corporation, or Chial Mountain, pursuant to the terms and conditions of an Agreement of Purchase and Sale, dated December 31, 2024 and effective December 20, 2024, as amended (the “Asset Purchase Agreement”).
The aggregate estimated purchase price of the Chial Reserve Assets was $5,500,000, which was subsequently adjusted to approximately $4,465,415 based on a third-party appraisal of the property consisting of: (i) $2,400,000 in cash paid at closing; (ii) an approximately $465,415 (originally $1,500,000 but adjusted based on an appraisal of the property) (the “First Promissory Note”); and (iii) a $1,600,000 senior convertible promissory note dated December 20, 2024, between the Company and Michael Singh, as amended, bearing interest at 3.5% per annum and maturing on August 31, 2025 (the “Second Promissory Note”). On August 30, 2025, the Company was granted a waiver of the impending maturity date. Following the waiver, the parties agreed to work in good faith to negotiate subsequent amendments to the promissory notes.
On October 28, 2025, the Company and Chial Mountain entered into an Amendment to the Asset Purchase Agreement (the “Amendment”), and to the First Promissory Note and Second Promissory Note, to, among other things:
| (i) | extend the contract period to permit a new appraisal and valuation of the Chial Reserve Assets and to provide for the negotiation of an adjustment to the purchase price in light of such appraisal and valuation, to be set forth in a post-closing agreement to be executed within thirty days following completion of the new appraisal and valuation. The Parties further agreed that either party may dispute the results of the new appraisal and valuation within fifteen days of receipt, with the original deadline to execute the agreement being subject to automatic extension to the next feasible date, which shall not constitute a default; and | |
| (ii) | amend the maturity date of both promissory notes to the earlier of November 30, 2025 or the up-listing of the Company to the NYSE American. |
The foregoing description of the Amendment is not complete, and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K, 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. |
As previously disclosed, the Company borrowed an aggregate of $3,000,000 from BOS Investment Inc. (“BOS”), evidenced by a Secured Promissory Note (the “BOS Note”). The Company and BOS have previously amended the BOS Note several times to extend the maturity date set forth therein.
On October 28, 2025, the Company and BOS amended the Note to extend the maturity date of the BOS Note to November 30, 2025 (the “Fourth Amendment”).
The foregoing description of the Fourth Amendment is not complete, and is qualified in its entirety by reference to the full text of the Fourth Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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 |
| |
| 10.2 |
| |
| 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: November 3, 2025 | ||
| AWAYSIS CAPITAL, INC. | ||
| By: | /s/ Andrew Trumbach | |
| Name: | Andrew Trumbach | |
| Title: | Co-CEO and CFO | |
Exhibit 10.1
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND FIRST SECURED PRIMISSORY NOTE AND SECOND CONVERITBLE PROMISSORY
NOTE
This Second Amendment to the Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible Promissory Note dated December 20, 2024 and executed December 31, 2024 and the Amendment to Agreement of Purchase and Sale and First Secured Promissory Note dated February 15, 2025 is dated August 31, 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 and Second Secured Promissory Note contemplated under the agreement and to the Amendment to Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible Promissory Note;
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 as amended by the Amendment to Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible Promissory Note is amended so that the first secured note shall be due upon the first of either x) November 30, 2025 or z) the listing of Awaysis Capital, Inc. on the New York Stock exchange. | |
| 2. | The First Secured Promissory Note as amended by the Amendment to Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible 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) November 30, 2025 or ii) the listing of Awaysis Capital, Inc. on the New York Stock exchange. | |
| 3. | Section 2(d) of the Agreement for Purchase and Sale is amended by the Amendment to the Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible Promissory Note is amended so that the second convertible note shall be due upon the first of either x) November 30, 2025 or z) the listing of Awaysis Capital, Inc. on the New York Stock exchange. | |
| 4. | The Second Convertible Promissory Note as amended by the Amendment to Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible 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) November 30, 2025 or ii) the listing of Awaysis Capital, Inc. on the New York Stock exchange. | |
| 5. | Section 2(e) of the Agreement of Purchase and Sale as amended by the Amendment to Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible Promissory Note shall be amended to extend the time to negotiate the post-closing agreement currently set to expire August 15, 2025 to read: |
| a. | Due to issues with the initial November 2024 Appraisal, the Company is extending the Contract period and ordering a new appraisal. |
| At least 30 days from October 21, 2025, a new 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 Purchaser from a list of all licensed appraisers in Belize provided 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 and Chial Mountain Ltd. agrees to be bound by the results of this new Appraisal. The adjustment to the Purchase Price shall be reflected in a separate Post Closing Agreement executed within thirty (30) days after this new Appraisal. In addition, at least 30 days after October 21, a new of 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 shall be done by an independent appraiser or CPA licensed in the jurisdiction of the assets who shall be selected by the Purchaser by a list of appraisers or CPAs provided by the Seller. Seller shall also provide a list of these assets to the Purchaser for verification before the beginning of the valuation. Purchaser and any auditor or CPA have the right to inspect and verify the veracity of the asset list provided by the Seller by an in person inspection. Both Parties agree that the Purchase Price of the Real and Personal Property portion of the Assets shall be amended by this appraisal and Chial Mountain Ltd. agrees to be bound by the results of this new valuation. Any adjustments to the Purchase Price shall be reflected in a separate Post Closing Agreement executed within thirty (30) days after the valuation. | ||
| Either Party may, within fifteen (15) days of receipt of the appraisal or valuation, provide written notice disputing the findings if the report contains material errors. The Parties shall confer in good faith to resolve any such dispute before the value becomes final. | ||
| If any of the aforementioned appraisals or valuations cannot reasonably be completed within the stated timeframe due to availability or regulatory delays that is of no fault of the Parties, the Parties agree that the completion date shall automatically extend to the earliest feasible date without constituting default by either Party. All deadlines for any Post Closing Agreement shall be continued pursuant to the new deadline. | ||
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: | CO-CEO | |
| SELLER | ||
| Chial Mountain Ltd. | ||
| By: | /s/ Michael Singh | |
| Name: | Michael Singh | |
| Title | Director | |
Exhibit 10.2
AMENDMENT TO AGREEMENT TO SECURED PROMISSORY NOTE
This Fourth Amendment to Secured Promissory Note dated August 31, 2025 amends a certain secured promissory note dated December 1, 2024 and its subsequent amendments between BOS Investments Belize, Inc. (“Holder”) and Awaysis Capital. Inc., a Delaware corporation (“Borrower”).
WHEREAS Holder and Borrower have entered into a secured promissory note for the repayment of SIX MILLION AND NO/100 ($6,000,000.00) United States Dollars to be paid in US Dollars at the exchange rate of $2BZD to $1USD for a total of THREE MILLION AND NO/100 ($3,000,000.00) United States Dollars;
WHEREAS Holder and Borrower have agreed to certain amendments to that Secured Promissory Note contemplated under the agreement, namely an extension of the Maturity Date;
NOW, THEREFORE in consideration of the mutual promises contained herein and in the Secured Promissory Note, the Parties agree as follows:
| 1. | The payment terms of the Secured Promissory Note are hereby amended so that all Outstanding Principal and Interest shall be paid in lump sum on or before the Maturity Date of November 30, 2025. | |
| 2. | All other terms of the Secured Promissory Note and its subsequent amendments remain in full force and effect. |
AGREED TO, SIGNED AND EXECUTED, the undersigned have put into effect this Amendment to Secured Promissory Note as of the effective date written below.
| BORROWER | ||
| Awaysis Capital, Inc. | ||
| By: | /s/ Andrew Trumbach | |
| Name: | Andrew Trumbach | |
| Title: | Co-CEO | |
| HOLDER | ||
| BOS Investments Belize, Inc. | ||
| By: | /s/ Michael Singh |
|
| Name: | Michael Singh | |
| Title: | President | |