M&A: Awaysis Capital, Inc.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225001251

Comments: On December 31, 2024, Awaysis Capital, Inc.'s wholly-owned subsidiary, Awaysis Belize Ltd, acquired all the stock and substantially all of the assets of Chial Mountain Ltd. This transaction was facilitated by an Asset Purchase Agreement, effective December 20, 2024. The estimated purchase price for this transaction is $5,500,000, structured as $2,400,000 in cash, a $1,500,000 secured promissory note with Michael Singh, and a $1,600,000 senior convertible promissory note also with Singh. The transaction allows for the development of a residential enclave featuring approximately 35 villas on over 21 acres in Belize, which is intended to be branded under the Awaysis name. The agreements state that the assets are sold on an 'as is, where is' basis, with Chial Mountain indemnifying Awaysis Belize for undisclosed lease claims. Additionally, there was a Stock Purchase and Sale Agreement where Awaysis Capital acquired full ownership of Awaysis Belize from its founders for nominal consideration.

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Additional details:

Date Of Report: 2024-12-31


Transaction Type: Asset Purchase


Subsidiary Involved: Awaysis Belize Ltd


Acquired Company: Chial Mountain Ltd


Total Purchase Price: $5,500,000


Cash Component: $2,400,000


Secured Promissory Note Amount: $1,500,000


Senior Convertible Promissory Note Amount: $1,600,000


Property Acquired: 21 acres in Cayo District, Belize


Number Of Villas: 35


Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000149315224052477

Comments: On December 20, 2024, Awaysis Capital, Inc. entered into a Secured Promissory Note with BOS Investment Inc. for $2,750,000, as part of a planned Line of Credit totaling up to $5,000,000. The funds from this loan are intended for the acquisition of an operating property in Belize from Chial Mountain Ltd., an affiliate of the Company's Chairman, Michael Singh, and additional targeted acquisitions. The terms of the loan include a 3.5% annual interest rate and several payment deadlines extending into 2025. The Note is secured by a first priority lien on the Company's assets and has customary events of default provisions.

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Additional details:

Item 1: Secured Promissory Note


Amount Borrowed: $2,750,000


Line Of Credit Amount: $5,000,000


Interest Rate: 3.5%