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 (contingent on appraisal), 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”). The Company and Chial Mountain have previously amended the Asset Purchase Agreement and the First Promissory Note and Second Promissory Note several times to extend the maturity date set forth therein.
On November 29, 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.
Effective February 3, 2026, the Company and Chial Mountain entered into a subsequent Amendment to the Asset Purchase Agreement and to the First Promissory Note and Second Promissory Note (the “Amendment”), to, among other things, amend the maturity date of both promissory notes to the earlier of February 28, 2026 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.
Effective February 3, 2026, the Company and BOS amended the Note to extend the maturity date of the BOS Note to November 28, 2026 (the “Fifth Amendment”).
The foregoing description of the Fifth Amendment is not complete, and is qualified in its entirety by reference to the full text of the Fifth 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 | Third Amendment to Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible Promissory Note, effective February 3, 2026. | |
| 10.2 | Fifth Amendment to Secured Promissory Note, effective February 3, 2026, 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: February 17, 2026 | ||
| AWAYSIS CAPITAL, INC. | ||
| By: | /s/ Andrew Trumbach | |
| Name: | Andrew Trumbach | |
| Title: | Co-CEO and CFO | |
Exhibit 10.1
THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND FIRST
SECURED PROMISSORY NOTE AND SECOND CONVERTIBLE PROMISSORY NOTE
This Third 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 all subsequent amendments and modifications is dated November 30, 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 all subsequent amendments and modifications is amended so that the first secured note shall be due upon the first of either x) February 28, 2026 or z) the listing of Awaysis Capital, Inc. on the New York Stock exchange. | |
| 2. | The First Secured Promissory Note as amended by all subsequent amendments and modifications 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 1) February 28, 2026 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 as amended by all subsequent amendments and modifications is amended so that the second convertible note shall be due upon the first of either x) February 28, 2026 or z) the listing of Awaysis Capital, Inc. on the New York Stock exchange. | |
| 4. | The Second Convertible Promissory Note as amended by all subsequent amendments and modifications 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) February 28, 2026 or ii) the listing of Awaysis Capital, Inc. on the New York Stock exchange. | |
| 5. | All other terms, conditions, and language not otherwise amended by this Second Amendment to the Agreement of Purchase and Sale and First Secured Promissory Note and Second Convertible Promissory Note shall remain in full force and effect including any Security Agreement and any UCC-1 filings. |
AGREED TO, SIGNED AND EXECUTED, the undersigned have put into effect this Second Amendment to Agreement of Purchase and Sale as of the effective date written below.
| PURCHASER | ||
| Awaysis Belize Ltd. | ||
| By: | /s/ Andrew Trumbach | |
| Name: | Andrew Trumbach | |
| Title: | CFO | |
| SELLER | ||
| Chial Mountain Ltd. | ||
| By: | /s/ Michael Singh | |
| Name: | Michael Singh | |
| Title: | CEO | |
Exhibit 10.2
AMENDMENT TO AGREEMENT TO SECURED PROMISSORY NOTE
This Fifth Amendment to Secured Promissory Note dated November 30, 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 February 28, 2026. | |
| 2. | All other terms of the Secured Promissory Note including any security agreements and all 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 | |