Awaysis Capital, Inc.

Awaysis Capital, Inc. operates in the resort and hospitality industry, focused on the acquisition, redevelopment, ownership, sale, and management of residential vacation properties and resort communities in desirable travel destinations. The resort and hotel industry is highly competitive and comprised of several national and regional companies that develop, finance and operate resorts and hotels. The business competes with other entities engaged in the leisure and vacation industry, including resorts, hotels, cruises, and other alternative accommodation such as condominium and single-family home rentals, as well as home and apartment sharing services that operate websites marketing privately-owned residential properties for nightly, weekly, or monthly rental. In certain markets, the company may compete with timeshare operators. Competition is based principally on location, quality of accommodations, price, service levels and amenities, financing terms, quality of service, terms of property use, reservation systems, flexibility, as well as brand name recognition and reputation. The company also competes for property acquisitions and partnerships with entities that have similar business and development objectives. The company believes trademarks, service marks, trade names and logos are very important to the marketing and sales of products, and while it has trademarked the name and logo "Awaysis," it is a new brand and there are many other trademarks, service marks, trade names and logos that have much greater brand identification. There is also significant competition for talent at all levels within the industry, especially in sales and management.

The company's core business model is expected to encompass a diverse range of activities, including development and management of residential and resort communities, sales, hospitality, resort operations, and club management. Revenues are anticipated from three primary sources: real estate sales of developed residential units on resort property, which may include condominiums, single-family homes, and villas; management services providing comprehensive management and operational services for branded resorts owned and/or through agreements with homeowners' associations; and bookings, managing short-term and long-term bookings for unsold units at resorts owned or managed, as well as for units sold to third parties who retain the company or one of its affiliates to provide such services for a fee. The company intends to offer owner financing up to 50% of the price of the units, allowing a buyer to pay a minimum of 50% of the purchase price at closing, with the remaining balance paid off by giving a mortgage to Awaysis registered on title at an interest rate slightly higher than commercially available interest rates and amortized over five, ten or twenty-five years. To the extent the company is retained by unit owners to manage bookings of their units, and for units it owns, it intends to market for short or long term bookings on travel and booking sites such as Travelocity, Booking.com and Airbnb, in addition to its website. The company has not devoted any material amounts toward marketing Casamora, as a result of Casamora still being under construction.

The company's principal property is Awaysis Casamora, acquired on June 30, 2022, comprising certain real estate assets in San Pedro, Belize, for aggregate consideration of approximately $11.4 million ¹, excluding transaction costs and fees, consisting of purchase money mortgages totaling approximately $2.88 million ² and 56.8 million ³ shares of the company's common stock valued at $0.15 ⁴ per share. The $280,000 ⁵ purchase money mortgage was repaid on August 8, 2022, and the remaining $2.6 million ⁶ purchase money mortgage bears no stated interest and is payable on demand. The property is a 2.5 acres ⁷ site with 300 feet ⁸ of beach frontage overlooking the reef that is less than a mile offshore, and is expected to feature 30 ⁹ renovated 1-, 2- & 3-bedroom private suites, a wellness spa and fitness facility, gourmet dining restaurant, executive remote work center, private roof top lounge, and lap pool. The property has four distinct components: the principal four-story condominium complex containing 20 ¹⁰ individually stratified two-bedroom, two-bathroom condominium units with average interior space of approximately 1,400 square feet ¹¹ and additional balcony areas of approximately 250 square feet ¹², of which twelve ¹³ units are identified as available for resale; an approximately 10,000-square-foot ¹⁴ amenities building leased to a third-party tenant under an arrangement initially providing monthly rental payments of $13,000 ¹⁵ USD until June 30, 2027, with an option for an additional two years, with the same tenant leasing the three story mixed use building under the same periods for a monthly payment of $5,500.00 ¹⁶ USD; two two-story waterfront villas, with the north villa containing four one-bedroom, one-bathroom units and the south villa containing two one-bedroom, one-bathroom ground-floor units and a three-bedroom, three-bathroom upper-level unit; and a three-story mixed-use building with residential and commercial space. As of the filing date, the company has identified six ¹⁷ units as available for sale or short-term or long-term booking, including four ¹⁸ company-owned units and two ¹⁹ units managed on behalf of third-party owners.

The company's second property, the Chial Reserve Assets, was acquired effective December 20, 2024, through Awaysis Belize Ltd., a wholly owned subsidiary, in a transaction involving Chial Mountain Ltd. and certain related real estate and operating assets located in the Cayo District of Belize. The originally estimated aggregate purchase consideration was approximately $5.5 million ²⁰, subsequently adjusted to approximately $4.465 million ²¹ based on appraisal and transaction-related adjustments. The consideration included a $1.5 million ²² secured promissory note bearing no stated interest and a senior convertible promissory note originally issued in the principal amount of $1.6 million ²³, bearing interest at 3.5% ²⁴ per annum. The transaction included approximately 63 acres ²⁵ of real property and associated resort development assets. On January 30, 2025, Chial Mountain assigned to Awaysis Belize an agreement relating to the potential acquisition of approximately 157 acres ²⁶ of additional property adjacent to the Chial Reserve Assets, subsequently divided into two parcels; the company completed the acquisition of an approximately 50-acre ²⁷ parcel on June 30, 2025, for consideration of approximately $250,000 ²⁸, while the acquisition of the remaining approximately 107 acres ²⁹ was not completed because the seller was unable to deliver clear title. Following the acquisition of the 50-acre parcel, the Chial property holdings comprised approximately 113 acres ³⁰. Chial Reserve is a residential resort development situated in the Macal River Valley in the Cayo District of Belize, including seven ³¹ completed two-bedroom villas featuring private pools, decks, kitchens, and other residential amenities, which have been sold to third-party owners, with six ³² identified as participating in the company's rental management program, as well as restaurant and café facilities and maintenance and operational infrastructure.

On October 9, 2026, subsequent to the fiscal year ended June 30, 2026, the Board of Directors considered the financial obligations associated with the Chial Reserve Assets, the development's stage of completion, and the additional capital expenditures anticipated to complete the development, and determined that pursuing a divestiture of the Chial Reserve Assets and an unwinding of the related acquisition transactions could be in the company's best interests as part of its efforts to reduce indebtedness, limit future capital commitments, and improve its liquidity position. The Board approved pursuing the proposed divestiture and rescission of the acquisition-related transactions, in consideration for the release and satisfaction of the underlying indebtedness and obligations of the company associated with those transactions. Michael Singh, the company's Co-Chief Executive Officer and a related party to certain obligations arising from the acquisition, recused himself from the Board's consideration and approval. The company anticipates seeking to complete the proposed Unwind Transaction within approximately 60 days ³³ following the Board's approval. If completed on the contemplated terms, management expects the Unwind Transaction to reduce acquisition-related indebtedness, audit and compliance fees and eliminate or substantially reduce the company's future capital commitments associated with the Chial development. If the proposed Chial Unwind Transaction is completed, the company's principal real estate development activities are expected to be concentrated at Awaysis Casamora in San Pedro, Belize.

The company's development plan includes completing selected waterfront villa renovations, improving common areas and guest access, and continuing construction activities within the condominium complex as financing permits. Management previously estimated total remaining development costs of approximately $3.015 million ³⁴, comprising approximately $2.5 million ³⁵ for the condominium complex and $515,000 ³⁶ for the waterfront villas. The company is targeting completion of additional development activities during calendar year 2027. In September 2024, the company entered into leases for the temporary renting out of the two commercial spaces that do not fit into the company's overall plans for the Casamora resort, generating revenue of $16,000 ³⁷ per month in the aggregate, and as of May 2025, the company is leasing a three bedroom, two bath unit for $2,500 ³⁸ per month, with the leases effective through June 2027. The company has 20 ³⁹ employees, including four ⁴⁰ executives, with three ⁴¹ employees located in the U.S. and the remaining 17 ⁴² employees located in Belize; of those Belize employees, twelve ⁴³ work at Chial Reserve, four ⁴⁴ work at Awaysis Casamora, and one ⁴⁵ is an executive.

For the fiscal year ended June 30, 2026, the company recognized a net loss of $2,586,639 ⁴⁶, compared to a net loss of $2,724,941 ⁴⁷ for the fiscal year ended June 30, 2025. The company had an accumulated deficit of $17,917,948 ⁴⁸ as of June 30, 2026, and $15,331,309 ⁴⁹ as of June 30, 2025. As of June 30, 2026, the company had cash of approximately $380,773 ⁵⁰ and total current liabilities of approximately $11,056,451 ⁵¹. The company has accounts payable and other current liabilities of approximately $717,045 ⁵² as of June 30, 2026, and has incurred indebtedness from time to time to fund operations or acquire assets, such as recent loans from certain affiliates totaling in excess of $6.4 million ⁵³. The company has issued promissory notes to Michael Singh, its Co-CEO, and his affiliate that are set to mature on December 8, 2026, with an aggregate outstanding principal balance of $5.2 million ⁵⁴.

Management's immediate priority is to increase the number of accommodations available for rental and improve the revenue-generating capacity of the existing development, with the company targeting completion of additional development activities during calendar year 2027. The company's development plan includes completing selected waterfront villa renovations, improving common areas and guest access, and continuing construction activities within the condominium complex as financing permits. Management previously estimated total remaining development costs of approximately $3.015 million ⁵⁵, comprising approximately $2.5 million ⁵⁶ for the condominium complex and $515,000 ⁵⁷ for the waterfront villas, though these amounts represent prior development estimates and are subject to revision based on updated construction budgets, engineering assessments, contractor pricing, and the scope of work ultimately approved. As of the filing date, the company has identified six ⁵⁸ units as available for sale or short-term or long-term booking, including four ⁵⁹ company-owned units and two ⁶⁰ units managed on behalf of third-party owners, expected to be available for rental for the upcoming peak season.

The company's growth strategy centers on the completion and commercialization of its existing Casamora property, the generation of recurring hospitality, booking and rental revenues, the management of construction expenditures, and the preservation of available capital. The company intends to continue developing its property management and hospitality operations through a combination of company-owned accommodations and units owned by third parties who elect to participate in company-managed booking programs, under which property owners may retain their units for personal use or enter into management agreements with the company for short-term or long-term bookings, subject to applicable laws and contractual restrictions. Management fees and the allocation of bookings proceeds are governed by the respective agreements. The company believes that concentrating its available financial and operational resources on its existing Casamora development may provide a more manageable approach to future operations than pursuing simultaneous development of multiple capital-intensive resort projects. The company's ability to execute this strategy remains dependent on operating performance, market conditions, and the successful management of its existing obligations.

The proposed Unwind Transaction of the Chial Reserve Assets represents a significant strategic action expected to reduce acquisition-related indebtedness, audit and compliance fees and eliminate or substantially reduce the company's future capital commitments associated with the Chial development. The company anticipates seeking to complete the proposed Unwind Transaction within approximately 60 days ⁶¹ following the Board's approval on October 9, 2026. The contemplated Unwind Transaction is expected to involve negotiations with Chial Mountain Ltd., BOS, and other applicable parties to establish the terms under which the Chial Reserve Assets and related interests would be transferred or returned in exchange for the cancellation, release, or satisfaction of the applicable acquisition-related indebtedness and obligations. Completion remains subject to the negotiation and execution of definitive agreements, confirmation of the assets and liabilities to be transferred or discharged, any required third-party consents, and satisfaction of applicable legal and regulatory requirements. If an unwinding is completed, the company would no longer own Chial Reserve, which it originally expected to generate a substantial portion of its revenue in the short term, including from villa sales and villa booking fees, and which employs a majority of its Belize-based employees.

The company's capital position remains constrained, with cash of approximately $380,773 ⁶² and total current liabilities of approximately $11,056,451 ⁶³ as of June 30, 2026. The company expects it will require additional capital to meet its long-term operating requirements and expects to raise additional capital through, among other things, the sale of equity or debt securities. Management's plans include continued related party financial support, access to credit facilities, potential asset sales, and completion of equity financing transactions, including a potential uplisting. The company has issued promissory notes to Michael Singh, its Co-CEO, and his affiliate that are set to mature on December 8, 2026, with an aggregate outstanding principal balance of $5.2 million ⁶⁴. The company's ability to execute its development strategy depends on several factors, including access to additional financing, operating cash flows, construction costs, market demand, and the availability of qualified contractors and service providers.

The company expects to experience seasonality in the short- and long-term bookings segment of its planned business, with stronger revenue generation during traditional vacation periods for those expected locations. The business of selling units may be moderately cyclical as the demand for vacation units for sale is affected by the availability and cost of financing for purchasers, as well as general economic conditions and the relative health of the travel industry. The company's actual rental rates, occupancy, and revenue performance will depend on the condition and availability of completed units, tourism demand, competition, seasonality, and prevailing market conditions. While the company has not experienced material supply chain disruptions or issues since it commenced construction on Awaysis Casamora, in general supply chain disruptions and the cost of materials, parts and labor have progressively increased and may continue to do so over the long-term, and the company may incur costs for construction projects or routine maintenance at its properties that exceed original estimates due to increased costs for materials or labor or other costs that are not anticipated.

The company's operations are subject to various international, national, federal, state, and local laws, regulations and policies in jurisdictions in which it operates or intends to operate, including securities, anti-discrimination, anti-fraud, data protection and security and anti-corruption and bribery laws and regulations or government economic sanctions, including applicable regulations under the U.S. Treasury's Office of Foreign Assets Control and the U.S. Foreign Corrupt Practices Act. In Belize, hospitality operations are subject to the licensing and regulatory requirements administered by the Belize Tourism Board and other relevant governmental authorities, including requirements applicable to tourist accommodations, health and safety, environmental matters, and building permits. Hotel licenses are given to the resort properties and not to individual owners, and as such all short term rental must be managed by resort management. The company's Florida real estate activities are subject to applicable Florida licensing requirements and oversight by the Florida Real Estate Commission. The company's marketing and sales activities are highly regulated, and the company must obtain the approval of numerous governmental authorities for its existing and planned marketing and sales activities.

The company is a development stage enterprise with a limited operating history that has not yet achieved profitability, having incurred net losses of $2,586,639 ⁶⁵ and $2,724,941 ⁶⁶ for the fiscal years ended June 30, 2026 and 2025, respectively, and an accumulated deficit of $17,917,948 ⁶⁷ as of June 30, 2026. Liquidity is severely constrained, with cash of approximately $380,773 ⁶⁸ against total current liabilities of approximately $11,056,451 ⁶⁹ as of June 30, 2026, and accounts payable and other current liabilities of approximately $717,045 ⁷⁰. The company has issued promissory notes to Michael Singh, its Co-CEO, and his affiliate that mature on December 8, 2026, with an aggregate outstanding principal balance of $5.2 million ⁷¹, secured by first priority liens on substantially all of the company's assets; if the company is unable to repay these notes at maturity or extend the maturity date, and is unsuccessful in unwinding the Chial Reserve acquisition and related indebtedness, the Co-CEO and his affiliate may have the right to accelerate the obligations and foreclose on the collateral, which may include the properties acquired using the proceeds of these loans. The company is pursuing a potential unwinding of its acquisition of the Chial Reserve Assets, acquired for originally estimated aggregate purchase consideration of approximately $5.5 million ⁷², subsequently adjusted to approximately $4.465 million ⁷³; if the unwinding is not completed, the company may be required to retain the Chial Reserve Assets at a purchase price it believes exceeds their value, and if completed, the company would no longer own Chial Reserve, which it originally expected to generate a substantial portion of its revenue in the short term, and its operations would be concentrated in the Awaysis Casamora Assets, which remain under construction and depend on financing not yet fully obtained. The company's remaining development costs are estimated at approximately $3.015 million ⁷⁴, comprising approximately $2.5 million ⁷⁵ for the condominium complex and $515,000 ⁷⁶ for the waterfront villas, and failure to properly estimate the risks, time and cost involved in a project or delays in completion may lead to cost overruns and affect financial conditions and any profitability.

Management's message to shareholders emphasizes a strategic pivot toward financial stabilization and operational focus amid significant liquidity constraints. The company's current operating strategy emphasizes the completion and commercialization of its existing Casamora property, the generation of recurring hospitality, booking and rental revenues, the management of construction expenditures, and the preservation of available capital. Given the company's current financial obligations and the capital requirements associated with its existing developments, management is prioritizing activities expected to produce near-term operating cash flows while evaluating opportunities to reduce indebtedness and improve the company's financial position. The Board of Directors has approved pursuing a transaction to divest the Chial Reserve Assets and unwind the acquisition-related arrangements, with the company anticipating seeking to complete the proposed Unwind Transaction within approximately 60 days ⁷⁷ following the Board's approval on October 9, 2026. Management expects the Unwind Transaction to reduce acquisition-related indebtedness, audit and compliance fees and eliminate or substantially reduce the company's future capital commitments associated with the Chial development. The company's three strategic priorities for the period ahead are completing selected revenue-generating accommodations at Casamora, increasing rental and property management revenues, and controlling operating expenses while evaluating opportunities to improve liquidity and capital structure. Management acknowledges that the company's ability to execute this strategy remains dependent on operating performance, market conditions, and the successful management of its existing obligations, and there can be no assurance that the company will achieve its development objectives, obtain additional financing on acceptable terms, or generate sufficient operating cash flows to fund its obligations and planned improvements.