{"url_path":"/sec/awca/8-k/2026-02-17/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-17","source_url":"https://www.sec.gov/Archives/edgar/data/1021917/0001493152-26-007136-index.html","accession_number":"0001493152-26-007136","cik":"0001021917","ticker":"AWCA","issuer_name":"Awaysis Capital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1021917/0001493152-26-007136-index.html","primary_entity_key":"0001021917","primary_entity_name":"Awaysis Capital, Inc."},"word_count":347,"has_tables":true,"body_markdown":"**Item\n1.01.**\n**Entry\nInto a Material Agreement.**\n\n \n\nAs\npreviously disclosed, on December 31, 2024, Awaysis Belize Ltd., a Belize corporation and wholly-owned subsidiary of Awaysis Capital,\nInc. (the “Company”), or Awaysis Belize, acquired all of the stock and substantially all of the assets (the “Chial\nReserve Assets”) of Chial Mountain Ltd., a Belize corporation, or Chial Mountain, pursuant to the terms and conditions of an Agreement\nof Purchase and Sale, dated December 31, 2024 and effective December 20, 2024, as amended (the “Asset Purchase Agreement”).\n\n \n\nThe\naggregate estimated purchase price of the Chial Reserve Assets was $5,500,000 (contingent on appraisal), which was subsequently adjusted\nto approximately $4,465,415 based on a third-party appraisal of the property consisting of: (i) $2,400,000 in cash paid at closing; (ii)\nan approximately $465,415 (originally $1,500,000 but adjusted based on an appraisal of the property) (the “First Promissory Note”);\nand (iii) a $1,600,000 senior convertible promissory note dated December 20, 2024, between the Company and Michael Singh, as amended,\nbearing interest at 3.5% per annum and maturing on August 31, 2025 (the “Second Promissory Note”). The Company and Chial\nMountain have previously amended the Asset Purchase Agreement and the First Promissory Note and Second Promissory Note several times\nto extend the maturity date set forth therein.\n\n \n\nOn\nNovember 29, 2025, the Company was granted a waiver of the impending maturity date. Following the waiver, the parties agreed to work\nin good faith to negotiate subsequent amendments.\n\n \n\nEffective\nFebruary 3, 2026, the Company and Chial Mountain entered into a subsequent Amendment to the Asset Purchase Agreement and to the First\nPromissory Note and Second Promissory Note (the “Amendment”), to, among other things, amend the maturity date of both promissory\nnotes to the earlier of February 28, 2026 or the up-listing of the Company to the NYSE American.\n\n \n\nThe\nforegoing description of the Amendment is not complete, and is qualified in its entirety by reference to the full text of the Amendment,\na copy of which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference."}