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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
(Amendment
No.)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): February 3, 2026
AWAYSIS
CAPITAL, INC.
(Exact
Name 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.) |
3400
Lakeside Dr, Suite 100, Miramar, Florida 33027
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (855) 795-3311
(Former
Name 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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
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
of each class |
|
Trading
Symbol(s) |
|
Name
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. |
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 |
