AWCA 8-K
Awaysis Capital, Inc. (AWCA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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, Awaysis Capital, Inc. (the “Company”) borrowed an aggregate of $3,000,000 from BOS Investment Inc. (“BOS”), evidenced by a Secured Promissory Note (the “Note”). The Company and BOS previously amended the Note twice, ultimately extending the maturity date of the Note to July 31, 2025.
On July 31, 2025, the Company and BOS amended the Note to extend the maturity date of the Note to August 31, 2025 (the “Third Amendment”).
The foregoing description of the Third Amendment is not complete, and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and 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 | Third Amendment to Secured Promissory Note, executed July 31, 2025, between Awaysis Capital, Inc. and BOS Investments Belize, Inc. | |
| 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: August 5, 2025 | ||
| AWAYSIS CAPITAL, INC. | ||
| By: | /s/ Andrew Trumbach | |
| Name: | Andrew Trumbach | |
| Title: | Co-CEO and CFO | |
Exhibit 10.1
AMENDMENT TO AGREEMENT TO SECURED PROMISSORY NOTE
This Third Amendment to Secured Promissory Note dated July 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) Belize 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 August 31, 2025.
2. All other terms of the Secured Promissory Note 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 |