8-K - AWCA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

(AmendmentNo.)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Dateof report (Date of earliest event reported): March 31, 2026

AWAYSIS

CAPITAL, INC.

(ExactName of Registrant as Specified in Charter)

Delaware	000-21477	27-0514566
(State or Other Jurisdiction of Incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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.

On March 31, 2026, Awaysis Capital, Inc. (the “Company”) issued a Promissory Note (the “Note”) to Narendra Kini, the Chairman of the Company’s Board of Directors.

Pursuant to the Note, the Company borrowed $50,000 from Dr. Kini, with the outstanding principal amount of the Note bearing interest at a rate of 8% per annum. The Note is due and payable in full on or before May 15, 2026. The Note may be prepaid without penalty. The obligations of the Company under the Note are unsecured and the Note is not convertible into equity securities of the Company.

In addition, on January 2, 2026, the Company previously issued a promissory note to KiniConsult Inc., an affiliate of Dr. Kini, in the principal amount of $20,000 (the “January Note”), which bears interest at a rate of 8% per annum and matures on May 15, 2026. The January Note may be prepaid without penalty. The obligations of the Company under the January Note are unsecured and the January Note is not convertible into equity securities of the Company.

The foregoing descriptions of the Note and the January Note do not purport to be complete and are qualified in their entirety by reference to the full text of such promissory notes, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are 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	Promissory Note, dated March 31, 2026, between Awaysis Capital, Inc. and Narendra Kini.
10.2	Promissory Note, dated January 2, 2026, between Awaysis Capital, Inc. and KiniConsult Inc.
104	Cover Page Interactive Data File (embedded within the<br> 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 9, 2026
	AWAYSIS CAPITAL, INC.
	By:	/s/ Andrew Trumbach
	Name:	Andrew Trumbach
	Title:	Co-CEO and CFO

Exhibit10.1

PROMISSORYNOTE

USD $50,000.00

Date: March 31, 2026

FOR VALUE RECEIVED, the undersigned, Awaysis Capital Inc. (“Borrower”), hereby promises to pay to the order of Narendra Kini (“Lender”), the principal sum of Fifty Thousand Dollars (USD $50,000.00).

1.Payment Terms

The entire principal balance shall be due and payable in full on or before May 15, 2026.

2.Interest

This Note shall bear 8% interest on the principal.

3.Prepayment

Borrower may prepay this Note in full at any time prior to May 15, 2026 without penalty.

4.Governing Law

This Note shall be governed by and construed in accordance with the laws of Florida.

5.Entire Agreement

This Note constitutes the entire agreement between the parties concerning the subject matter hereof and may only be amended in writing signed by both parties.

BORROWER:

AWAYSIS CAPITAL INC.
/s/ Andrew Trumbach
Andrew Trumbach, Co-CEO & CFO
LENDER:
/s/ Narendra Kini
Narendra Kini