8-K - AWCA - Equibles

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): June 24, 2024

AWAYSIS

CAPITAL, INC.

(ExactName of Registrant as Specified in Charter)

Delaware	000-21477	27-0514566
(State or Other Jurisdiction<br><br> <br>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<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.

The information set forth in Item 5.02 is incorporated by reference into this Item 1.01.

Item 2.03	Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On June 24, 2024, Awaysis Capital, Inc. (the “Company”) borrowed an aggregate of $1.1 million (the “Loan”) from Harthorne Capital, Inc. (“Harthorne”). Harthorne operates as a holding entity for investments in the Company by Mr. Michael Singh, the Company’s Chairman and CEO, and Dr. Andrew Trumbach, the Company’s President and CFO. Additionally, each of Mr. Singh, Dr. Trumbach and Ms. Lisa-Marie Iannitelli, a director of the Company, are Executive Directors of Harthorne.

The Company expects to use the proceeds from the loan for continued development and renovations on the Company’s Casamora property, as well as for working capital and general corporate purposes.

Definitive documentation regarding the Loan have not yet been negotiated or entered into, however the Company expects the Loan will be in the form of a convertible promissory note with a conversion price at a discount to market. The Company will file an amendment to this Form 8-K to disclose the material terms of any such definitive documentation once finalized and entered into.

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> June 28, 2024
	AWAYSIS CAPITAL, INC.
	By:	/s/ Andrew Trumbach
	Name:	Andrew<br> Trumbach
	Title:	President<br> and CFO