8-K

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

Dateof report (Date of earliest event reported): July 31, 2025

AWAYSIS

CAPITAL, INC.

(ExactName 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.)

3400Lakeside Dr, Suite 100, Miramar, Florida 33027

(Addressof Principal Executive Offices) (Zip Code)

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

(FormerName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> 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.

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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<br> 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:<br> August 5, 2025
	AWAYSIS CAPITAL, INC.
	By:	/s/ Andrew Trumbach
	Name:	Andrew<br> Trumbach
	Title:	Co-CEO<br> and CFO

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Exhibit10.1

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AMENDMENTTO AGREEMENT TO SECURED PROMISSORY NOTE

ThisThird 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;

WHEREASHolder 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.

AGREEDTO, 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<br> Trumbach
Title:	Co-CEO

HOLDER

BOS Investments Belize, Inc.

By:	/s/ Michael Singh
Name:	Michael<br> Singh
Title:	President