AWAYSIS CAPITAL, INC. Completion of Acquisition or Disposal of Assets, Unregistered Sale of Equity Securities, Change in Shell Company Status, Financial Statements and Exhibits (Form 8-K/A)

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Item 2.01 Completion of Acquisition or Disposal of Assets



                                  The Company


Awaysis Capital, Inc. (the “Company”, “we”, “us” or “our”) is a property investment and management company focused on the acquisition, construction, sale and management of vacation rental properties in popular travel destinations. We seek to create value through the targeting and acquisition, development and retraining, rebranding and repositioning of currently undervalued and ready-to-use residential/resort communities in global travel destinations , with the intention of relaunching these assets under the name “Awaysis”. brand with the goal of creating a network of residential and resort enclave communities that will maximize both sales and rental revenues, delivering attractive returns to owners and exceptional vacation experiences to travelers. At least initially, our target acquisitions are complexes that have not been completed and have no operational history. As such, we intend to purchase the property and complete the development, then we would sell the finished units and put them into a rental pool.

The Company seeks to own and develop a stable, cash-generating and diversified portfolio of single-family and luxury resort/residence properties in the
Caribbean, Europe, South Americaand United States.

Our business strategy is to target and identify undervalued assets in emerging markets located near high demand tourist destinations. The Company intends to focus these efforts on ready-to-start properties and/or other assets that we believe can be used to optimize sales and rental income. We have currently identified five properties to Belize, all of which should make up our initial real estate portfolio. For this purpose, on June 30, 2022we finalized the acquisition of certain real estate assets in San Pedro,
Belize (the “Casamora Awaysis Assets”), pursuant to our previously announced series of purchase and sale agreements, all dated April 15, 2022. The total consideration paid by us for the goods subject to the agreements was the appraised value of $11.4 million (excluding transaction costs and fees) and was settled in a combination of a purchase price mortgage of $2.6 million at an interest rate of 0%, payable on demand, a mortgage on the purchase price of $280,000 at the interest rate of 0% which was paid on August 8, 2022 and 56.8 million common shares of the Company based on a price per share equal to the market price on the valuation date of $0.150. As the Company’s first acquisition in
Belize and a significant step, the company plans to rebrand the asset Casamora Awaysis, so that it is easily identifiable as an Awaysis property and fits seamlessly into its strategy to create a nationwide network of Awaysis residential enclave communities. in the country.

The assets of Casamora Awaysis are:

? A rectangular parcel with 100.0 feet of street frontage containing a

Two-storey 9,100 square foot reinforced concrete building with 2,173 square feet of

basement, a 1,600 sq. ft. porch/terrace and a 3,062 sq. ft. terrace. The project of

this building must have: (a) on the ground floor, a state-of-the-art fitness center

facility and wellness spa; (b) on the second floor, an executive conference

centre, a yoga/pilates studio with individual massage rooms combined with a

planned wellness spa and porch/terrace access; and (c) on the third floor,

  a members-only roof-top patio and lounge.
? A rectangular shaped parcel with 100.0 ft. of frontage on the beach reserve and

the The Caribbean Sea having a total area of ​​13,590 square feet. The land is

high, sandy, has a reinforced concrete seawall and currently contains two

2 storey concrete buildings. The northernmost building has four remodeled

1 bedroom, 1 bath units, each with a living room, kitchen and covered porches.

The southernmost building features two renovated one-bedroom, one-bathroom units, each with

a living room and kitchen on the ground floor and a 3 bedroom, 2 bathroom gutted

second floor unit, each with their own covered porches. The plan is to

eventually renovate all beachfront units more modern and luxurious

villas.

? A 1,380 sq. ft. ground floor unit including a covered balcony/porch, floor plan

which is to be renovated into an upscale 2-bedroom, 2-bathroom condominium unit with

a living room, a dining area and a kitchen. The unit has an unobstructed view of

the ocean and overlooks the swimming pool and main landscaped ground floor garden. ? A 1,455 sq. ft. ground floor unit including a covered balcony/porch, floor plan

which is to be renovated into an upscale 2-bedroom, 2-bathroom condominium unit with

a living room, a dining area and a kitchen. The unit has an unobstructed view of

the ocean and overlooks the swimming pool and main landscaped ground floor garden. ? A 1,455 sq. ft. ground floor unit including a covered balcony/porch, floor plan

which is to be renovated into an upscale 2-bedroom, 2-bathroom condominium unit with

a living room, a dining area and a kitchen. The unit has an unobstructed view of

the ocean and overlooks the swimming pool and main landscaped ground floor garden. ? A 1,380 sq. ft. ground floor unit including a covered balcony/porch, floor plan

which is to be renovated into an upscale 2-bedroom, 2-bathroom condominium unit with

a living room, a dining area and a kitchen. The unit has an unobstructed view of

the ocean and overlooks the swimming pool and main landscaped ground floor garden. ? A 1,380 sq. ft. unit on the second floor including a covered balcony/porch, the plan

which is to be renovated into an upscale 2-bedroom, 2-bathroom condominium unit with

a living room, a dining area and a kitchen. The unit has an unobstructed view of

the ocean and overlooks the swimming pool and main landscaped ground floor garden. ? A 1,455 sq. ft. unit on the second floor including a covered balcony/porch, the plan

which is to be renovated into an upscale 2-bedroom, 2-bathroom condominium unit with

a living room, a dining area and a kitchen. The unit has an unobstructed view of

the ocean and overlooks the swimming pool and main landscaped ground floor garden.

? A 1,455 sq. ft. unit on the second floor including a covered balcony/porch, the plan

which is to be renovated into an upscale 2-bedroom, 2-bathroom condominium unit with

a living room, a dining area and a kitchen. The unit has an unobstructed view of

the ocean and overlooks the swimming pool and main landscaped ground floor garden. ? A 1,455 sq. ft. unit on the second floor including a covered balcony/porch, the plan

which is to be renovated into an upscale 2-bedroom, 2-bathroom condominium unit with

a living room, a dining area and a kitchen. The unit has an unobstructed view of

the ocean and overlooks the swimming pool and main landscaped ground floor garden. ? A 1,455 sq. ft. unit on the third floor including a covered balcony/porch, floor plan

which is to be renovated into an upscale 2-bedroom, 2-bathroom condominium unit with a

living room, dining room and kitchen. The unit has an unobstructed view of

the ocean and overlooks the pool and landscaping from the main garden level. ? A 1,455 sq. ft. unit on the third floor including a covered balcony/porch, floor plan

which is to be renovated into an upscale 2-bedroom, 2-bathroom condominium unit with a

living room, dining room and kitchen. The unit has an unobstructed view of the . . .

Item 3.02 Unrecorded Sales of Equity securities.

The information set out in Section 2.01 is incorporated by reference in this Section 3.02. These shares, when issued, will be issued pursuant to an exemption from registration provided by section 4(a)(2) of the Securities Act 1933, as amended (the “Securities Act”). securities”), Rule 506(b) under Regulation D of the Securities Act as transactions by an issuer not involving a public offering and/or Regulation S of the Securities Act as offers and sales of titles outside of
United States.

Item 5.06 Modification of the statute of the Shell company.

Following the completion of the acquisition of the assets of Casamora Awaysis described in Item 2.01 of this Current Report on Form 8-K, the Company believes that it is not a front company within the meaning of Rule 405 of the Securities and Rule 12b. -2 of the law on foreign exchange.

Item 9.01 Financial statements and supporting documents.



Exhibit   Description
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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