Awaysis Capital SEC Filings

Awaysis Capital, Inc. filed a notification of late filing for its Form 10-Q for the quarter ended September 30, 2025, citing that compiling required information on time would have required unreasonable effort or expense. The company expects to file the quarterly report within five calendar days of the original due date.

Preliminary figures show revenue of $95,198 for the three months ended September 30, 2025, up from $44,119 a year earlier, driven by higher booking and rental income, management fees from completed Casamora buildings, and the acquisition of Chial Mountain Limited. Sales and marketing expenses were $32,291 versus $61,916, while general and administrative expenses were $677,375 versus $649,071.

The company recorded an operating loss of $(614,468) and a net loss of $(626,548), modestly improved from operating and net losses of $(666,868) and $(694,074) in the prior-year quarter. Management attributes the narrower loss mainly to higher revenue from Chial Mountain Limited and lower marketing spend, partially offset by higher payroll and depreciation as it scales its hospitality operations and prepares for capital-raising activities. These results are still under review and may change.

Awaysis Capital (AWCA) filed its Annual Report detailing a development-stage hospitality strategy centered on redeveloping resort communities in Belize while building sales, management and bookings revenue streams. The company reported a net loss of $2,724,941 for the fiscal year ended June 30, 2025, versus $7,056,911 in 2024, and an accumulated deficit of $15,331,309 as of June 30, 2025. Cash was approximately $220,909 against total current liabilities of approximately $12,010,682, raising substantial doubt about its ability to continue as a going concern.

Recent financing includes borrowing $3,000,000 under a planned $5,000,000 line of credit from an affiliate, secured by substantially all assets, with maturity most recently extended to November 30, 2025. Related-party notes totaling approximately $4.5 million also mature on November 30, 2025. A $150,000 convertible note (12% interest) is convertible at $0.16 per share. The Board set a 1-for-20 reverse split ratio, expected to take effect in the fiscal quarter ending December 31, 2025. As of November 5, 2025, there were 384,931,394 shares outstanding.

Operations focus on the Awaysis Casamora assets in San Pedro and the Chial Reserve Assets, with renovation budgets disclosed and staged openings planned to drive bookings and sales.

Awaysis Capital amended its Chial Reserve acquisition terms and extended key debt maturities. The aggregate estimated purchase price was adjusted to approximately $4,465,415, consisting of $2,400,000 in cash at closing, an approximately $465,415 First Promissory Note (reduced from $1,500,000), and a $1,600,000 senior convertible note bearing 3.5% interest. A new appraisal and valuation will be obtained, with a post-closing agreement to be executed within thirty days following completion; either party may dispute the appraisal within fifteen days, and the execution deadline will automatically extend to the next feasible date, which shall not constitute a default.

The maturity date of both promissory notes was amended to the earlier of November 30, 2025 or the Company's up-listing to the NYSE American. Separately, the Company’s $3,000,000 BOS Secured Promissory Note maturity was extended to November 30, 2025.

Awaysis Capital, Inc. amended its S-1 and discloses ongoing development of resort assets, including acquisition of the Chial Reserve Assets and related financing. The company reported cash of $745,991 as of June 30, 2024, inventory around $10.6 million, and convertible and related-party financing used to fund acquisitions and operations.

The Chial Reserve acquisition consideration is described as approximately $5.5 million (including $2.4M cash, a $1.5M secured promissory note and a $1.6M senior convertible note). Related-party obligations increased materially: due to related parties rose to $7.7M as of March 31, 2025, and a $1.1M convertible bridge loan (12% interest, conversion at $0.30) is outstanding. The company authorized a 1-for-20 reverse stock split and disclosed large share issuances and subscriptions (approximately 384.7M shares issued and outstanding and 943,000 subscribed).

The company discovered material inconsistencies and errors in methodologies underlying prior valuations of the "Chial Reserve Assets." The Board unanimously approved commissioning two new independent valuations: a third-party appraisal for the real property portion and a separate valuation for non-fixed assets. Both appraisers will be selected from a list provided by Co-CEO Michael Singh and ultimately chosen by the Board. The filing includes the cover page interactive data file and is signed by Co-CEO and CFO Andrew Trumbach.