M&A - Awaysis Capital, Inc.

Form Type: 10-Q

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225008365

Filing Summary: Awaysis Capital, Inc. reported its financial position as of December 31, 2024. The total assets amounted to approximately $17.02 million, with significant liabilities totaling about $10.64 million. The report highlights the acquisition of Chial Mountain Ltd. on December 31, 2024, where Awaysis Belize Ltd., a subsidiary of Awaysis Capital, acquired all the stock and assets of Chial Mountain for an estimated $5.5 million, which consisted of cash, secured, and convertible notes. This acquisition includes over 63 acres of property in Belize intended for redevelopment into a resort enclave. The company also noted a significant net loss for the period and changes in stock equity, reflecting professional service shares issued. Furthermore, the continued strategic focus on targeting undervalued assets in desirable travel locations is emphasized, aiming to create a network of residential properties.

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Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225005040

Filing Summary: On December 5, 2024, Chial Mountain Ltd., affiliated with Michael Singh, entered into an agreement to purchase approximately 157 acres of undeveloped property in the Cayo District of Belize from Ewigi Liaebi Ltd. for around $408,000. On January 30, 2025, Chial Mountain assigned this agreement to Awaysis Belize Ltd., a wholly owned subsidiary of Awaysis Capital, Inc., allowing Awaysis Belize the right to acquire the property by May 28, 2025. A total of $81,500.00 was placed in escrow as part of the purchase price, with specific terms regarding non-refundable deposits concerning the transaction. The details of the agreement and the assignment are documented in exhibits attached to the filing.

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Form Type: 8-K/A

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225005037

Filing Summary: Awaysis Capital, Inc. filed an amendment to its Current Report on Form 8-K to correct a typographical error regarding the total acreage of the 'Chial Properties', which exceeds 63 acres. The amendment details a transaction wherein Awaysis Belize Ltd, a wholly-owned subsidiary of Awaysis Capital, acquired all stock and substantially all assets of Chial Mountain Ltd for an estimated purchase price of $5,500,000. The acquisition involves cash, secured promissory notes, and convertible promissory notes with Michael Singh, who is affiliated with Chial Mountain. Awaysis Capital plans to develop the acquired real estate as an 'Awaysis' branded residential community. The notes involve specific financial terms and security interests on the Company's assets. No other changes were made to the original filing.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225001251

Filing Summary: 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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Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000149315224052477

Filing Summary: 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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