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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): August 30,
2025
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 (the “Asset Purchase Agreement”). The initial
estimated purchase price of the Chial Reserve Assets was $5,500,000, which was subsequently adjusted to approximately $4,465,415 based
on a third-party appraisal of the real property portion of the Chial Reserve Assets.
On
August 30, 2025, the Company’s Board of Directors (the “Board”) met to discuss the Company’s review of the third-party
appraisal and the valuation of the non-fixed assets of the Chial Reserve Assets. During
the course of its review, the Company identified numerous material inconsistencies and errors in the methodologies underlying both evaluations.
Following discussion, the Board unanimously approved: (i) commissioning a new third-party appraisal of the real property portion of the
Chial Reserve Assets, and (ii) commissioning a new valuation of the non-fixed assets, with both appraisers to be selected from a list
provided by Michael Singh, the Company’s Co-Chief Executive Officer, and ultimately chosen by the Board (together, the “Chial
Appraisal”).
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
August 30, 2025, Mr. Singh and his affiliate BOS Investments, Inc. (“BOS”) granted the Company a waiver of the impending
maturity dates with respect to the following:
| 1. | A
$1,500,000 Secured Promissory Note, dated December 21, 2024, as amended, between the Company
and Mr. Singh, which bears no interest and was to mature on the earlier of August 31, 2025
or the Company’s up-listing to the NYSE American; |
| | | |
| 2. | A
$1,600,000 Senior Convertible Promissory Note, dated December 20, 2024, as amended, between
the Company and Michael Singh, bearing interest at 3.5% per annum, with a maturity date of
August 31, 2025; and |
| | | |
| 3. | A
$3,000,000 Secured Promissory Note, dated December 1, 2024, as amended, between the Company
and BOS, bearing interest at 3.5% per annum, with a maturity date of August 31, 2025. |
Following
the waiver, the parties agreed to work in good faith to negotiate subsequent amendments to each promissory note.
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers. |
On
August 30, 2025, the Board unanimously voted to temporarily remove Mr. Singh as Chairman of the Board pending completion of the Chial
Appraisal. The Board unanimously appointed Dr. Narendra Kini to serve as temporary Chairman of the Board during this interim period.
| Item 9.01.
|
Financial Statements and Exhibits. |
| Exhibit |
|
Description |
| |
|
|
| 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:
September 12, 2025 |
|
| |
|
| |
AWAYSIS
CAPITAL, INC. |
| |
|
|
| |
By: |
/s/
Andrew Trumbach |
| |
Name: |
Andrew
Trumbach |
| |
Title: |
Co-CEO
and CFO |
