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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): April 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. |
On
April 3, 2026, Awaysis Belize Limited, a wholly owned subsidiary of Awaysis Capital, Inc. (the “Company”), entered into a
credit facility letter and related agreements (collectively, the “Credit Facility”) with Belize Bank Limited (the “Bank”)
and issued a secured promissory note (the “Note”) in connection therewith.
The
Credit Facility provides for borrowings in an aggregate principal amount of BZD $4,103,000 (approximately US $2,051,500 at an exchange
rate of .50 United States dollar for 1 Belize dollar), consisting of a loan of approximately BZD $4,000,000, with the remainder attributable
to customary fees and closing costs. The proceeds of the Credit Facility will be used to finance the renovation and development of twelve
of the Company’s condominiums located in San Pedro, Belize.
Borrowings
under the Credit Facility bear interest at the Bank’s prime rate minus 0.5% per annum (currently, approximately 8.0% per annum).
Upon the occurrence of an Event of Default (as defined in the Credit Facility), the outstanding obligations under the Credit Facility
bear interest at a rate of 18% per annum. Late payments are subject to additional interest of 1% per annum and a fee of $100 if not made
within five days of the applicable due date.
The
Credit Facility, which matures on September 30, 2035, provides for an initial six-month interest-only period, followed by amortization
over 114 consecutive monthly installments of principal and interest, with a final payment of all remaining outstanding amounts due at
maturity on September 30, 2035. In addition, 50% of proceeds from the sale of condominium units are required to be applied toward repayment
of principal under the Credit Facility. The Credit Facility contains customary representations and warranties, affirmative and negative
covenants, and events of default, including, among others, events of default relating to non-payment of principal or interest, breaches
of covenants, and certain bankruptcy or insolvency events. The Credit Facility constitutes a direct financial obligation of the Company
on a consolidated basis, as the borrower is a wholly owned subsidiary whose financial position and results of operations are consolidated
into the Company’s financial statements in accordance with U.S. generally accepted accounting principles. The Company does not
utilize off-balance sheet financing arrangements with respect to the Credit Facility.
The
obligations under the Credit Facility are secured by certain real property, including seven of the Company’s villas and a commercial
building located in San Pedro, Belize. The Credit
Facility is also guaranteed by Michael Singh, the Company’s Co-Chief Executive Officer, Andrew Trumbach, the Company’s Co-Chief
Executive Officer and Chief Financial Officer, and an affiliate entity of Mr. Singh.
The
Credit Facility also includes a loan origination fee equal to 1% of the facility amount, a non-refundable commitment fee of 1% per annum
on any unused or undisbursed portion of the facility, and amendment fees equal to 1% of the outstanding amount in connection with material
amendments.
The
foregoing description of the Credit Facility and the Note does not purport to be complete. The Company intends to file the Credit Facility
agreement and the Note as exhibits to its next Quarterly Report on Form 10-Q.
| 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 herein by reference.
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 |
