UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 20, 2024

AWAYSIS CAPITAL, INC.

(Exact Name of Registrant as Specified in Charter)

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):

Securities Registered pursuant to Section 12(b) of the Act:

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. ☐

The information set forth in Item 2.03 is incorporated by reference into this Item 1.01.

On December 20, 2024, Awaysis Capital, Inc. (the “Company”) borrowed $2,750,000, evidenced by a Secured Promissory Note, dated December 1, 2024 in the principal amount of $3,000,000 (the “Note”), under a planned committed Line of Credit (“Line of Credit”) with BOS Investment Inc. (“BOS”) to borrow up to an aggregate of $5,000,000 (the “Loan”). BOS is an affiliate of Michael Singh, the Company’s Chairman and Co-CEO. The Company expects to use the proceeds from the Loan for the acquisition of an additional operating property in Belize from Chial Mountain Ltd., another affiliate of Mr. Singh, and other targeted acquisitions, and to further develop the Company’s Awaysis Casamora property.

The Note replaces a secured promissory note entered into on November 15, 2024 for $250,000 (the “Original Note”), with all outstanding principal, interest, and fees under the Original Note being rolled over into the Note.

Interest on the Note portion of the Loan is 3.5% per annum (subject to late payment penalties).

Principal and interest on the Note shall be paid as follows:

The Note is secured by a first priority lien on substantially all of the assets of the Company.

The Note contains customary events of default, which entitle BOS, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest of the Note.

Additional definitive documentation regarding the Line of Credit has not yet been negotiated or entered into; however the Company expects the Note will be rolled into the definitive documents relating to the full Line of Credit once finalized and executed.

The foregoing description of the Note is not complete, and is qualified in its entirety by reference to the full text of the Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and 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.