UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
| (Check one): |
|
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K
☐
Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
| |
|
|
| |
|
For Period Ended: |
June
30, 2026 |
| |
|
|
| |
|
☐ Transition Report on Form
10-K |
| |
|
|
| |
|
☐ Transition Report on Form
20-F |
| |
|
|
| |
|
☐ Transition Report on Form
11-K |
| |
|
|
| |
|
☐ Transition Report on Form
10-Q |
| |
|
|
| |
|
☐ Transition Report on Form
N-SAR |
| |
|
|
| |
|
For the Transition Period Ended: |
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
|
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
AWAYSIS
CAPITAL, INC.
Full
Name of Registrant
Former
Name if Applicable
3400
LAKESIDE DR, SUITE 100
Address
of Principal Executive Office (Street and Number)
MIRAMAR,
FLORIDA 33027
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
| ☒ |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
| (b) |
The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on
Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and |
| |
|
| (c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not
be filed within the prescribed time period.
The
Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the disclosures required to
be included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2026 (the “Annual Report”). The Registrant
expects to file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.
| SEC 1344 (04-09) |
|
Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays a
currently valid OMB control number. |
(Attach
extra Sheets if Needed)
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| |
Andrew
Trumbach |
|
(855) |
|
795-3311 |
| |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have all other
periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). |
| |
Yes ☐ No ☒ |
|
Current
Report on Form 8-K dated April 6, 2026, relating to the resignation of Lisa-Marie Iannitelli from the Registrant’s Board of
Directors.
Current
Report on Form 8-K dated June 29, 2026, relating to the Registrant’s termination of Lisa-Marie Iannitelli as its Executive
Vice President.
|
| |
|
| (3) |
Is it anticipated that
any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? |
| |
Yes ☐ No ☒ |
| |
|
| |
If so, attach an explanation
of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. |
AWAYSIS
CAPITAL, INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
September 28, 2026 |
By: |
/s/
Andrew Trumbach |
| |
|
|
Andrew Trumbach |
| |
|
|
Co-CEO and CFO |