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|8-KFeb 17, 4:30 PM ET

Awaysis Capital, Inc. 8-K

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Awaysis Capital Amends Asset Purchase Agreement; Extends Debt Maturities

What Happened
Awaysis Capital, Inc. (through its subsidiary Awaysis Belize Ltd.) filed an 8‑K (Feb 17, 2026) reporting amendments to the December 2024 acquisition of Chial Mountain Ltd.’s assets and to related promissory notes, and a separate amendment that extends the maturity of a $3.0 million secured loan from BOS. Effective February 3, 2026, the Company and Chial Mountain amended the Asset Purchase Agreement and the two promissory notes so that both notes now mature on the earlier of February 28, 2026 or Awaysis’s up‑listing to the NYSE American. Also effective February 3, 2026, Awaysis and BOS amended the secured promissory note to extend its maturity to November 28, 2026.

Key Details

  • Original aggregate estimated purchase price for the Chial Reserve Assets was $5,500,000; a third‑party appraisal adjusted the amount to approximately $4,465,415.
  • Consideration for the Chial acquisition included: $2,400,000 cash at closing; a First Promissory Note (~$465,415, revised from $1,500,000 after appraisal); and a Second Promissory Note ($1,600,000 senior convertible note to Michael Singh, bearing 3.5% interest).
  • The Chial‑related notes have been amended multiple times; a waiver was granted Nov 29, 2025, and the Feb 3, 2026 Amendment sets the new maturity as noted above.
  • The Company’s $3,000,000 secured promissory note with BOS was amended (Fifth Amendment) to extend its maturity to November 28, 2026.
  • Full amendment texts are filed as Exhibits 10.1 (Chial amendments) and 10.2 (BOS amendment).

Why It Matters
These amendments change near‑term cash and financing timelines for Awaysis. Extending the BOS loan to November 2026 reduces immediate lender pressure, while the Chial notes remain on an accelerated timeline tied to either Feb 28, 2026 or the Company’s up‑listing to the NYSE American — a potential near‑term liquidity or corporate event to monitor. The $1.6M convertible note could lead to future equity dilution if converted. Investors should review the filed amendment exhibits for full terms and assess how these amended maturities and the adjusted purchase valuation affect the company’s short‑term liquidity and capital structure.