Risk Factors Dashboard

Item 1A. Risk Factors” of this Annual Report on Form 10-K and those described from time to time in other periodic reports that we file with the SEC. There may be other risks and uncertainties that we are unable to predict at this time or we currently do not expect to have a material adverse effect on our business. Except for Awaysis’ ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in management’s expectations, or otherwise.

Risk Factor Summary

Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks include, but are not limited to, the following:

Risks Relating to our Business and Finances

Risks Relating to our Properties

Risks Related to Being a Public Company

Risks Relating to our Common Stock

PART I

Item 1. Business.

The Company

Awaysis Capital, Inc. is a real estate management and hospitality company focused on the acquisition, redevelopment, ownership, sale, and management of residential vacation properties and resort communities in desirable travel destinations.

Our business strategy is to identify and reposition real estate properties that management believes have the potential to generate value through improvements, hospitality operations, residential sales, and property management services. Our operations include the development and management of vacation accommodations, short-term and long-term rentals, and related hospitality and property management activities.

Our current operations and development activities are concentrated in Belize, principally in San Pedro on Ambergris Caye. We also have operations in the Cayo District of Belize, which we have recently ceased developing pending a potential unwinding of our acquisition of this property. Although the Company has previously identified opportunities in the Caribbean, Europe, South America, and the United States, these locations represent potential longer-term strategic interests rather than current development commitments.

As of the filing date of this Annual Report on Form 10-K, the Company has no additional properties under contract or option and has not committed to new acquisition targets since September 2025. While we consider properties, assets and companies consistent with our business plan for acquisition or management from time to time, including entering into non-binding letters of intent, we have not entered into nor are we negotiating any definitive agreements for such properties, assets or companies at this time.

Business Strategy and Operating Priorities

The Company’s current operating strategy emphasizes the completion and commercialization of its existing Casamora property, the generation of recurring hospitality, booking and rental revenues, the management of construction expenditures, and the preservation of available capital.

Given the Company’s current financial obligations and the capital requirements associated with its existing developments, management is prioritizing activities expected to produce near-term operating cash flows while evaluating opportunities to reduce indebtedness and improve the Company’s financial position.

The Company intends to continue developing its property management and hospitality operations through a combination of Company-owned accommodations and units owned by third parties who elect to participate in Company-managed booking programs.

Under these arrangements, property owners may retain their units for personal use or enter into management agreements with the Company for short-term or long-term bookings, subject to applicable laws and contractual restrictions. Management fees and the allocation of bookings proceeds are governed by the respective agreements.

The Company’s ability to execute its development strategy depends on several factors, including access to additional financing, operating cash flows, construction costs, market demand, and the availability of qualified contractors and service providers.

Properties

Awaysis Casamora

On June 30, 2022, the Company completed the acquisition of certain real estate assets in San Pedro, Belize (the “Awaysis Casamora Assets”), pursuant to purchase and sale agreements dated April 15, 2022.

The aggregate consideration was approximately $11.4 million, excluding transaction costs and fees, consisting of purchase money mortgages totaling approximately $2.88 million and 56.8 million shares of the Company’s common stock valued at $0.15 per share. The $280,000 purchase money mortgage was repaid on August 8, 2022.

The remaining $2.6 million purchase money mortgage bears no stated interest and is payable on demand, subject to its contractual terms and any subsequent amendments. The Company subsequently rebranded the acquired assets as Awaysis Casamora.

The Awaysis Casamora Assets, which remain under construction, are located in San Pedro, Belize, minutes away from the town core, and is a 2.5 acres site with 300 feet of beach frontage overlooking the reef that is less than a mile offshore. The property is expected to feature 30 renovated 1-, 2- & 3- bedroom private suites, a wellness spa and fitness facility, gourmet dining restaurant, executive remote work center, private roof top lounge, and lap pool. Along the water edge, there is planned a beach bar and waterfront esplanade.

There are 4 distinct components to the property:

All villas, suites and units may be occupied by the owner or they may contract with us to manage short or long term bookings of the units for a fee, making it a flexible option for those that either wish to occupy part-time, or that wish to rent their unit without management responsibility.

Development Strategy

Management’s immediate priority is to increase the number of accommodations available for rental and improve the revenue-generating capacity of the existing development.

The Company’s development plan includes completing selected waterfront villa renovations, improving common areas and guest access, and continuing construction activities within the condominium complex as financing permits.

As of the filing date, the Company has identified six units as available for sale or short-term or long-term booking, including four Company-owned units and two units managed on behalf of third-party owners. These are expected to be available for rental for the upcoming peak season.

Management previously estimated total remaining development costs of approximately $3.015 million, comprising approximately $2.5 million for the condominium complex and $515,000 for the waterfront villas. These amounts represent prior development estimates and are subject to revision based on updated construction budgets, engineering assessments, contractor pricing, and the scope of work ultimately approved.

The Company is targeting completion of additional development activities during calendar year 2027. However, there can be no assurance that the Company will complete the improvements within the anticipated period.

The Company’s actual rental rates, occupancy, and revenue performance will depend on the condition and availability of completed units, tourism demand, competition, seasonality, and prevailing market conditions.

Infrastructure and Construction

The Company has undertaken infrastructure and development improvements at Casamora, including utility connections, access improvements, structural assessments, renovations, and building improvements.

The development has received building permits and environmental approvals as previously disclosed. No additional approvals or permits are expected as construction progresses. Management continues to evaluate the scope, sequencing, and funding of the remaining construction work.

Chial Mountain Assets

Acquisition and Financing

On December 31, 2024, Awaysis Belize Ltd., a wholly owned subsidiary of the Company, entered into an acquisition transaction involving Chial Mountain Ltd. and certain related real estate and operating assets located in the Cayo District of Belize (the “Chial Reserve Assets”). The transaction was effective December 20, 2024, pursuant to the applicable purchase and sale agreements and subsequent amendments.

The transaction included the acquisition of Chial Mountain Ltd. and substantially all of its assets, including approximately 63 acres of real property and associated resort development assets.

The originally estimated aggregate purchase consideration was approximately $5.5 million, subsequently adjusted to approximately $4.465 million based on appraisal and transaction-related adjustments. The consideration included cash payments and promissory notes issued in connection with the acquisition, including obligations to Michael Singh, the Company’s Co-Chief Executive Officer and a related party.

The transaction included a $1.5 million secured promissory note bearing no stated interest and a senior convertible promissory note originally issued in the principal amount of $1.6 million, bearing interest at 3.5% per annum, which was subsequently adjusted in connection with the transaction valuation.

Effective June 15, 2026, the Company amended the maturity dates of the secured promissory note and the convertible promissory note to the earlier of December 8, 2026, or the Company’s uplisting to the NYSE American. The notes contain security provisions and customary default remedies as described in the applicable agreements.

On January 30, 2025, Chial Mountain assigned to Awaysis Belize an agreement relating to the potential acquisition of approximately 157 acres of additional property adjacent to the Chial Reserve Assets. The proposed acquisition was subsequently divided into two parcels.

The Company completed the acquisition of an approximately 50-acre parcel on June 30, 2025, for consideration of approximately $250,000. The acquisition of the remaining approximately 107 acres was not completed because the seller was unable to deliver clear title. The related purchase and sale agreement expired in accordance with its terms, and the Company has no further obligation under that agreement.

Following the acquisition of the 50-acre parcel, the Chial property holdings comprised approximately 113 acres.

Description of Assets

Chial Reserve is a residential resort development situated in the Macal River Valley in the Cayo District of Belize. The development includes completed and partially developed residential villas, related infrastructure, and hospitality amenities.

Seven completed two-bedroom villas were identified in the Company’s prior development description. These villas feature private pools, decks, kitchens, and other residential amenities. The completed villas have been sold to third-party owners, and six were identified as participating in the Company’s rental management program.

The property also includes restaurant and café facilities and maintenance and operational infrastructure. The Company’s original development strategy contemplated additional villas, expanded hospitality services, wellness facilities, and related amenities.

However, as discussed below, the Board of Directors has approved pursuing a transaction to divest the Chial assets and unwind the acquisition-related arrangements. Accordingly, the Company is no longer presenting the previously contemplated Chial expansion activities as ongoing Company development commitments.

Proposed Unwinding of Chial Acquisition

On October 9, 2026, subsequent to the Company’s fiscal year ended June 30, 2026, the Board of Directors considered the financial obligations associated with the Chial Reserve Assets, the development’s stage of completion, and the additional capital expenditures anticipated to complete the development.

Following its review, the Board determined that pursuing a divestiture of the Chial Reserve Assets and an unwinding of the related acquisition transactions could be in the Company’s best interests as part of its efforts to reduce indebtedness, limit future capital commitments, and improve its liquidity position.

On October 9, 2026, the Board approved pursuing the proposed divestiture and rescission of the acquisition-related transactions, in consideration for the release and satisfaction of the underlying indebtedness and obligations of the Company associated with those transactions (the “Unwind Transaction”).

Michael Singh, the Company’s Co-Chief Executive Officer and a related party to certain obligations arising from the acquisition, recused himself from the Board’s consideration and approval of the proposed transaction.

The contemplated Unwind Transaction is expected to involve negotiations with Chial Mountain Ltd., BOS, and other applicable parties to establish the terms under which the Chial Reserve Assets and related interests would be transferred or returned in exchange for the cancellation, release, or satisfaction of the applicable acquisition-related indebtedness and obligations.

The Board’s authorization does not constitute completion of the proposed Unwind Transaction. Completion remains subject to the negotiation and execution of definitive agreements, confirmation of the assets and liabilities to be transferred or discharged, any required third-party consents, and satisfaction of applicable legal and regulatory requirements.

The Company anticipates seeking to complete the proposed Unwind Transaction within approximately 60 days following the Board’s approval. However, there can be no assurance that definitive agreements will be executed, that the required debt releases will be obtained, or that the proposed transaction will be completed within the anticipated period or at all.

Until the applicable agreements become effective and the requirements for derecognition are satisfied, the Company will continue to account for the Chial Reserve Assets and related obligations in accordance with applicable U.S. generally accepted accounting principles.

The proposed Unwind Transaction occurred subsequent to June 30, 2026. Its impact on the Company’s consolidated financial statements, including any potential impairment, disposal accounting, debt extinguishment, or other adjustments, remains subject to management’s evaluation.

If completed on the contemplated terms, management expects the Unwind Transaction to reduce acquisition-related indebtedness, audit and compliance fees and eliminate or substantially reduce the Company’s future capital commitments associated with the Chial development. However, the actual financial impact will depend on the final terms of the transaction, the carrying values of the assets and liabilities involved, and any obligations retained by the Company.

Business Outlook Following the Proposed Chial Divestiture

If the proposed Chial Unwind Transaction is completed, the Company’s principal real estate development activities are expected to be concentrated at Awaysis Casamora in San Pedro, Belize.

Management intends to focus on completing selected revenue-generating accommodations, increasing rental and property management revenues, controlling operating expenses, and evaluating opportunities to improve the Company’s liquidity and capital structure.

The Company believes that concentrating its available financial and operational resources on its existing Casamora development may provide a more manageable approach to future operations than pursuing simultaneous development of multiple capital-intensive resort projects.

Nevertheless, the Company’s ability to execute this strategy remains dependent on operating performance, market conditions, and the successful management of its existing obligations. There can be no assurance that the Company will achieve its development objectives, obtain additional financing on acceptable terms, or generate sufficient operating cash flows to fund its obligations and planned improvements.

History

The Company was formed in Delaware on September 29, 2008, under the name ASPI, Inc. (“ASPI”).

On April 25, 2012, ASPI filed an amendment to its Certificate of Incorporation to change its name to JV Group, Inc. and to increase the number of its authorized common shares from One Hundred Million (100,000,000) shares to One Billion (1,000,000,000) shares.

From its formation on September 29, 2008, through September 7, 2011, the Company was a publicly quoted shell company seeking to merge with an entity with experienced management and opportunities for growth in return for shares of Common Stock to create value for the Company’s shareholders.

From September 8, 2011, through October 2015, through the Company’s wholly owned subsidiary, Prestige Prime Office, Limited (“Prestige”), a Hong Kong Special Administrative Region Corporation, the Company operated as a serviced office provider in the Far East. Prestige ceased serviced office provider operations in October 2015, and effective September 30, 2017, the Company disposed of Prestige and its assets and liabilities.

As of November 23, 2021, Michael A. Littman ATTY, Defined Benefit Plan, MAL as trustee, an affiliate of Michael A. Littman, the then secretary and a director of the Company and the owner of 98,108,000 shares of the Company’s Common Stock representing approximately 99.2% of the Company’s issued and outstanding Common Stock, sold 98,008,000 shares to Harthorne Capital Inc., a Delaware corporation (“Harthorne”), for aggregate consideration of $500,000, or approximately $0.0051 per share. This transaction was deemed a change of control, and effective as of November 23, 2021, (a) Calvin D. Smiley, Sr., the Company’s Chief Executive Officer and President, resigned from all officer and employment positions with the Company and its subsidiaries, (b) Michael A. Littman resigned from all officer and employment positions with the Company and its subsidiaries, (c) Michael Singh was appointed Chief Executive Officer, (d) Dr. Andrew Trumbach was appointed President, Chief Financial Officer, Secretary and Treasurer and (e) Lisa Marie Iannitelli was appointed Executive Vice President, Director-Investor Relations. Ms. Iannitelli subsequently resigned from that role.

Contemporaneously, the size of the Board of Directors of the Company was increased from three directors to six directors. Michael Singh was appointed as the initial Chairman of the Board and Dr. Andrew Trumbach and Lisa Marie Iannitelli were each appointed as a director, filling the vacancies on the Board resulting from the increase to the size of the Board.

Effective as of January 7, 2022, Messrs. Littman, Smiley and Green each resigned as directors of the Company. Subsequently, Tyler A Trumbach, Dr. Claude Stuart and Dr. Narendra Kini were appointed to the Board to fill the vacancies resulting from such January 7, 2022 resignations. Ms. Iannitelli resigned as a director effective April 6, 2026.

In February 2022, the Board of Directors of the Company determined to pursue a business strategy of acquiring, developing, and managing residential vacation home communities in desirable travel destinations.

On May 18, 2022, we changed our name from JV Group, Inc. to Awaysis Capital, Inc. In connection with this name change, we changed our ticker symbol from “ASZP” to “AWCA” and effective May 25, 2022, we were quoted on OTCID under our new symbol.

Our principal executive offices are located at 3400 Lakeside Drive, Suite 100, Miramar, Florida 33027. Our main telephone number is (855) 795-3311. Our website is www.awaysisgroup.com. The information contained on, or that can be accessed through, our website is not a part of this Annual Report on Form 10-K. The information contained on, or that can be accessed through, our website is not incorporated by reference and is not a part of this Annual Report on Form 10-K.

Our Business

Our business is expected to encompass a diverse range of activities, including development and management of residential / resort communities, sales, hospitality, resort operations, and club management. We anticipate generating revenues from the following primary sources:

We believe these revenue streams will collectively support our growth strategy and position us as a unique player in the resort and hospitality market.

As development of the Awaysis Casamora Assets progresses, and more units are expected to become available, increased hospitality operations are expected over the coming months.

In September 2024, the Company entered into leases for the temporary renting out of the two commercial spaces that do not fit into the Company’s overall plans for the Casamora resort, generating revenue of $16,000 per month in the aggregate. Additionally, as of May 2025, the Company is leasing a three bedroom, two bath unit for $2,500 per month. As of the date of this report, the leases are effective through June 2027.

Development Activities

We commenced developing resorts in Belize and intend to expand into other emerging resort markets as funds allow, including building additional phases at existing resorts, including re-acquiring inventory from owners in default and in the open market and sourcing other real estate assets from third parties.

Our development activities involving the acquisition of real estate are expected to be followed by construction or renovation to create integrated resorts under the “Awaysis” banner and brand. These development activities, and the related management of construction activities, are expected to be performed by us as developers or under construction contracts. These development activities, and the related management of construction activities, are expected to be performed by us as developers and under a cost plus construction contract with R&B Construction Company Limited or other construction companies. The development and construction of the resorts require a large upfront investment of capital and can take several years to complete in the case of a ground-up or partially completed project.

In evaluating potential acquisitions, management considers strategic fit with our hospitality and residential model, location and market demand, acquisition and development cost, expected revenue and cash flow, valuation and appraisal support, title and legal due diligence, infrastructure and permitting requirements, the availability of financing, the expected development timeline, and the expected return relative to risk. All acquisitions remain subject to management and Board approval and to the availability of capital.

Marketing and Sales Activities

Our planned marketing and sales activities are expected to be based on targeted direct marketing and a highly personalized sales approach. We intend to use targeted direct marketing to reach potential purchasers of units or sell through a licensed distribution network of both in-market and off-site sales centers. Our products are expected to be marketed for sale globally, to the extent local law permits. We intend to offer owner financing up to 50% of the price of the units. In its current form, the offering of owner financing allows a buyer to pay a minimum of 50% of the purchase price at closing. The remaining balance is to be paid off by giving a mortgage to Awaysis that is registered on title at an interest rate that is slightly higher than commercially available interest rates and amortized over five, ten or twenty-five years where the buyer agrees to make monthly payments to Awaysis until the term is complete and the balance is paid in full. To the extent we are retained by unit owners to manage bookings of their units, and for units we own, we intend to market for short or long term bookings on travel and booking sites such as Travelocity, Booking.com and Airbnb, in addition to our website. We have not devoted any material amounts toward marketing Casamora, as a result of Casamora still being under construction.

Resort Management Activities

Resort Management

We had originally intended for each of our resort properties to enter into a management agreement with Awaysis Capital, LLC, our wholly owned management company subsidiary. Subsequent to the acquisition of our Chial resort, we instead determined that we will provide the management services to the resorts directly and not through a separate management subsidiary. Accordingly, at this time we do not expect to charge the resorts we own a separate management fee for those management services, although that could change in the future. These management services include ensuring that the resorts are well-maintained and financially stable, and day-to-day operations of the resort, maintenance of the resort, preparation of reports, budgets and projections and employee training and oversight. The management company is expected to ensure that the resorts are well-maintained and financially stable, and the services provided are expected to include day-to-day operations of the resort, maintenance of the resort, preparation of reports, budgets and projections and employee training and oversight.

Short- and Long-Term Bookings

We offer short-term and long-term booking options for unsold units at our resorts as well as manage short- and long-term bookings of units sold to third parties for a fee if the owners elect to avail themselves of these services. By using our websites and other direct booking channels, we are able to reach potential new customers and introduce them to our resorts. By using our websites and other direct booking channels, we intend to be able to reach potential new customers and introduce them to our resorts. These options allow us to generate revenues through the management fees and from the provision of planned ancillary services at the resorts to the customers, such as food and beverage, retail, and spa offerings at our resorts. These options would allow us to generate revenues through the management fees and from the provision of ancillary services at the resorts to the customers, such as food and beverage, retail, and spa offerings at our resorts.

Competition

The resort and hotel industry are highly competitive and comprised of several national and regional companies that develop, finance and operate resorts and hotels.

Our business will compete with other entities engaged in the leisure and vacation industry, including resorts, hotels, cruises, and other alternative accommodation, such as condominium and single-family home rentals. We also intend to compete with home and apartment sharing services that operate websites that market available privately-owned residential properties that can be rented on a nightly, weekly, or monthly basis. In certain markets, we may compete with timeshare operators, and it is possible that other potential competitors may develop properties near our resort locations once acquired, developed, and marketed.

Our business will also compete with the virtually thousands of other hotels, resorts and timeshare operators vying for vacation travelers’, in all cases based principally on location, quality of accommodations, price, service levels and amenities, financing terms, quality of service, terms of property use, reservation systems, flexibility, as well as brand name recognition and reputation. We also compete for property acquisitions and partnerships with entities that have similar business and development objectives to us.

We believe that, in the competitive industry in which we intend to operate, trademarks, service marks, trade names and logos are very important to the marketing and sales of products. While we have trademarked the name and logo “Awaysis”, which we believe is compelling, it is a new brand and there are many other trademarks, service marks, trade names and logos that have much greater brand identification.

There is also significant competition for talent at all levels within the industry, especially in sales and management.

Seasonality and Cyclicality

We expect to experience seasonality in the short- and long-term bookings segment of our planned business, with stronger revenue generation during traditional vacation periods for those expected locations. Our business of selling units may be moderately cyclical as the demand for vacation units for sale is affected by the availability and cost of financing for purchasers, as well as general economic conditions and the relative health of the travel industry.

Supply Chains

While we have not experienced material supply chain disruptions or issues since we commenced construction on Awaysis Casamora, in general supply chain disruptions and the cost of materials, parts and labor have progressively increased and may continue to do so over the long-term. Our construction projects, including renovations and/or maintenance, are a routine and necessary part of our business. We may incur costs for these projects or routine maintenance at our properties that exceed our original estimates due to increased costs for materials or labor or other costs that we do not anticipate. We may incur costs for these projects or routine maintenance at our properties that exceeds our original estimates due to increased costs for materials or labor or other costs that we do not anticipate. We may incur costs for these projects or routine maintenance at our properties that exceeds our original estimates due to increased costs for materials or labor or other costs that we do not anticipate. We also may be unable to complete our development projects on schedule due to supply chain disruptions or labor shortages.

Government Regulation

Our business is subject to various international, national, federal, state, and local laws, regulations and policies in jurisdictions in which we operate or intend to operate. Some laws, regulations and policies would impact multiple areas of our business, such as securities, anti-discrimination, anti-fraud, data protection and security and anti-corruption and bribery laws and regulations or government economic sanctions, including applicable regulations under the U.S. Treasury’s Office of Foreign Assets Control and the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption and bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or generating business. Other laws, regulations and policies primarily affect one of our areas of business: real estate development activities; marketing and sales activities; financial services activities; and resort management activities. We will continue to be subject to applicable new legislation, rules and regulations that have been proposed, or may be proposed, by federal, state and local authorities relating to the origination, servicing and securitization of mortgage loans.

In Belize, hospitality operations are subject to the licensing and regulatory requirements administered by the Belize Tourism Board and other relevant governmental authorities, including requirements applicable to tourist accommodations, health and safety, environmental matters, and building permits. Hotel licenses are given to the resort properties and not to individual owners as such all short term rental must be managed by resort management.

The Company’s Florida real estate activities are subject to applicable Florida licensing requirements and oversight by the Florida Real Estate Commission. Compliance requirements may vary depending on the jurisdiction, nature of the property, and services provided.

Real Estate Development Regulation

Our real estate development activities are regulated under a number of different statutes in the jurisdictions we intend to operate, including Belize. We would generally be subject to laws and regulations typically applicable to real estate development, subdivision, and construction activities, such as laws relating to zoning, land use restrictions, environmental regulation, accessibility, title transfers, title insurance and taxation. In Belize, these include the equivalent to the U.S. Americans with Disabilities Act and the Accessibility Guidelines promulgated thereunder. In addition, we may be subject to laws in some jurisdictions that impose liability on property developers for construction defects discovered or repairs made by future owners of property developed by the developer.

Marketing and Sales Regulation

Our marketing and sales activities are highly regulated. A wide variety of laws and regulations govern our marketing and sales activities, including regulations implementing the USA PATRIOT Act, Foreign Investment In Real Property Tax Act, the Federal Interstate Land Sales Full Disclosure Act and fair housing statutes, U.S. Federal Trade Commission (“FTC”) and state “Little FTC Act” and other regulations governing unfair, deceptive or abusive acts or practices including unfair or deceptive trade practices and unfair competition, state attorney general regulations, anti-fraud laws, prize, gift and sweepstakes laws, real estate, title agency or insurance and other licensing or registration laws and regulations, anti-money laundering, consumer information privacy and security, breach notification, information sharing and telemarketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel laws and other consumer protection laws.

We must obtain the approval of numerous governmental authorities for our existing and planned marketing and sales activities. Changes in circumstances or applicable law may necessitate the application for or modification of existing approvals.

Resort Management Regulation

Our resort management activities are expected to be subject to laws and regulations regarding community association management, public lodging, food and beverage services, liquor licensing, labor, employment, health care, health and safety, accessibility, discrimination, immigration, gaming, and the environment (including climate change).

Environmental Matters

We are subject to certain requirements and potential liabilities under various U.S. federal, state and local and foreign environmental, health and safety laws and regulations and incur costs in complying with such requirements. These laws and regulations govern actions including air emissions, the use, storage and disposal of hazardous and toxic substances, and wastewater disposal. In addition to investigation and remediation liabilities that could arise under such laws, we may also face personal injury, property damage, fines, or other claims by third parties concerning environmental compliance or contamination. We use and store hazardous and toxic substances, such as cleaning materials, pool chemicals, heating oil and/or fuel for back-up generators at our facilities, and we expect to generate certain wastes in connection with our planned operations. We expect to use and store hazardous and toxic substances, such as cleaning materials, pool chemicals, heating oil and fuel for back-up generators at some of our planned facilities, and we expect to generate certain wastes in connection with our planned operations. We may, from time to time, be responsible for investigating and remediating contamination at our facilities, such as contamination that has been discovered when we have removed underground storage tanks, and we could be held responsible for any contamination resulting from the disposal of wastes that we generate, including at locations where such wastes have been sent for disposal. We may, from time to time, be responsible for investigating and remediating contamination at some of our developed facilities, such as contamination that has been discovered when we have removed underground storage tanks, and we could be held responsible for any contamination resulting from the disposal of wastes that we generate, including at locations where such wastes have been sent for disposal. In some cases, we may be entitled to indemnification from the party that caused the contamination pursuant to our management, construction, or renovation agreements, but there can be no assurance that we would be able to recover all or any costs we incur in addressing such problems. From time to time, we may also be required to manage, abate, remove, or contain mold, lead, asbestos-containing materials, radon gas or other hazardous conditions found in or on our planned properties.

Human Capital

Currently, we have 20 employees, including four executives. Three employees are located in the U.S., with the remaining 17 employees located in Belize. Of those Belize employees, twelve work at Chial Reserve, four work at Awaysis Casamora, and one is an executive. We presently do not have pension, health, annuity or, insurance; however, we intend to adopt some or all of such employee benefits in the future. There are presently no personal benefits available to any officers, directors, or employees. These employees oversee day-to-day operations of the Company. As required, we also engage consultants to provide services to the Company both in the U.S. and Belize, including real estate, regulatory, legal and corporate services. We are subject to labor laws and regulations that apply to our locations in the U.S. and Belize. These laws and regulations principally concern matters such as pensions, paid annual vacation, paid sick days, length of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment. We have no unionized employees.

We believe we are able to attract and retain top talent by creating a culture that challenges and engages our employees, offering them opportunities to learn, grow and achieve their career goals.

We believe that we provide competitive compensation for our employees. We may also offer annual bonuses and stock-based compensation for eligible employees.

We aim to provide our employees with advanced professional and development skills, so that they can perform effectively in their roles and build their capabilities and career prospects for the future.

We strive to encourage a diversity of views and to create an equal opportunity workplace.

Where You Can Find More Information

Our website address is https://awaysisgroup.com. Information on our website is not incorporated by reference herein.

Risk Factors

We are subject to various risks that could materially and adversely affect our business, financial condition, results of operations, liquidity, and stock price. You should carefully consider the risk factors discussed below, in addition to the other information in this Annual Report on Form 10-K. Further, other risks and uncertainties not presently known to management or that management currently deems less significant also may result in material and adverse effects on our business, financial condition, results of operations, liquidity, and stock price. The risks below also include forward-looking statements; and actual results and events may differ substantially from those discussed or highlighted in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

We are a development stage company with a limited operating history and have not yet achieved profitability, making it difficult for you to evaluate our business and your investment.

Our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including but not limited to the absence of an operating history, lack of fully-developed or commercialized properties, insufficient capital, limited assets, expected substantial and continual losses for the foreseeable future, limited experience in dealing with regulatory issues, lack of marketing experience, need to rely on third parties for the development and commercialization of our proposed properties, a competitive environment characterized by well-established and well-capitalized competitors and reliance on key personnel.

We may not be successful in carrying out our business objectives. The revenue and income potential of our business and operations are unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. We have incurred net losses since our inception. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in our business. There is a substantial risk that we will not be successful in fully implementing our business plan, or if initially successful, in thereafter generating material operating revenues or in achieving profitable operations.

We have only recently established any material and recurring revenues or operations, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations.

Investors are subject to all the risks incident to the creation and development of a new business and each investor should be prepared to withstand a complete loss of his, her or its investment. Furthermore, the accompanying financial statements have been prepared assuming that we will continue as a going concern. We have not emerged from the development stage and may be unable to raise further equity. Additionally, we have only recently commenced generated material and recurring revenues, have sustained losses and have accumulated a significant deficit since our inception.

As of June 30, 2026, we had cash of approximately $380,773 and total current liabilities of approximately $11,056,451. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. We recently commenced rentals of a few “rental ready” units at Chial Reserve and expect sales of units at our properties to also generate cash flow for working capital.

Management’s plans include:

Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Even if we successfully develop and market our business plan, we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations and cause you to lose all of your investment. Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our Company.

We have incurred net losses to date, we anticipate that we will continue to incur significant losses for the foreseeable future, and even as we commence generating material and recurring revenue, we may never achieve or maintain profitability.

During the fiscal years ended June 30, 2026, and 2025, we recognized a net loss of $2,586,639 and $2,724,941, respectively. We had an accumulated deficit as of June 30, 2026, and 2025 of $17,917,948 and $15,331,309, respectively. We expect to incur significant losses for the foreseeable future as we continue to implement our business plan and acquire, develop and operate a range of hospitality properties. In the future, acquisition and development of such additional properties, together with anticipated general and administrative expenses, will likely result in the Company incurring further significant losses.

To become profitable, we must successfully implement our proposed business plan and strategies, either alone or in conjunction with possible collaborators. We may never have any significant recurring revenues or become profitable.

We are pursuing a potential unwinding of our acquisition of the Chial Reserve Assets, and whether or not an unwinding is completed, it could materially and adversely affect our business, financial condition, results of operations and the trading price of our Common Stock.

We acquired the Chial Reserve Assets on December 31, 2024 from Chial Mountain Ltd., an affiliate of Michael Singh, our Co-Chief Executive Officer, for consideration that included cash and promissory notes. In light of the significant indebtedness we incurred to acquire the assets. The early stage of its development, and the projected costs to operate and fully develop Chial Reserve, which is substantial, we are pursuing an unwinding and rescission of the acquisition. The loss of these properties and the potential impairment of related investments could have a material adverse effect on our business, financial condition, and prospects. No definitive terms for any unwinding have been agreed, and there can be no assurance as to whether, when or on what terms any unwinding will occur.

If we pursue an unwinding and it is not completed, we may be required to retain the Chial Reserve Assets at a purchase price that we believe exceeds their value, and to repay or refinance the related promissory notes held by BOS and Mr. Singh, which currently mature on the earlier of December 8, 2026 or the uplisting of our Common Stock to the NYSE American and are secured by first priority liens on substantially all of our assets. Negotiations relating to the unwinding could be protracted and costly, could divert the attention of management, including Mr. Singh, who would have interests in such matters that differ from those of the Company and our other stockholders, and could result in impairment charges or other adjustments to the carrying value of the Chial Reserve Assets. A failed or prolonged unwinding process could also create uncertainty among our employees, customers, villa owners, lenders and investors, and could impair our ability to obtain financing or complete an uplisting.

On the other hand, if an unwinding is completed, we would no longer own Chial Reserve, which we originally expected to generate a substantial portion of our revenue in the short term, including from villa sales and villa booking fees, and which employ a majority of our Belize-based employees. As a result, our revenues could decline or not increase as projected, our operations would be concentrated in the Awaysis Casamora Assets, which remain under construction and depend on financing we have not yet fully obtained, and we may again have limited operating revenues. We may not recover all of the cash consideration we paid at closing, the amounts we have invested in developing the Chial Reserve Assets, or our transaction costs. An unwinding could also require us to resolve obligations to purchasers of villas who financed their purchases under developer mortgages, to owners who participate in our rental program, and to third parties with whom we have contracted in respect of the Chial Reserve Assets, and could result in tax, regulatory or accounting consequences in Belize and the United States, including the presentation of the Chial Reserve Assets as discontinued operations and losses upon disposition. Any of these consequences could also adversely affect the market’s perception of our business strategy and the trading price of our Common Stock.

We are dependent on management. Failure to retain and recruit, or failure to manage succession of, key personnel could have an adverse impact on our future performance.

Our business is and will continue to be significantly dependent on our management team, including Michael Singh and Andrew Trumbach, our Co-CEOs. Our success depends upon the continued service of these directors and officers. The loss of any member of our management team could have a materially adverse effect on our business, financial condition and results of operations.

Our ability to attract, engage, develop and retain qualified and experienced employees at all levels, including in executive and other key strategic positions, is essential for us to meet our objectives. Competition among potential employers might result in increased salaries, benefits or other employee-related costs, or in our failure to recruit and retain employees which could have a materially adverse impact on our business operations, financial condition and results of operations.

Additionally, any failure to adequately plan for and manage succession of key management roles or the failure of key employees to successfully transition into new roles could have a material adverse effect on our business and results of operations. While we have employment arrangements with certain key executives, these do not guarantee the services of these executives will continue to be available to us.

Failure to properly estimate the risks, time and cost involved in a project or delays in completion may lead to cost overruns and affect our financial conditions and any profitability.

When determining the price to construct and develop its projects, we generally take into account factors including, the nature, scale, complexity and location of the relevant project, as well as the estimated material, labor and equipment cost. As such, whether we are able to achieve our target profitability in any project is significantly dependent on our ability to accurately estimate and control these costs. The actual time taken and cost involved in implementing the construction and development of our project may be adversely affected by a number of factors, such as shortage or cost escalation of materials and labor, adverse weather conditions, accidents, and any other unforeseen problems and circumstances. As of the aforesaid factors may give rise to delays in completion of works or cost overruns, which in turn result in a lower profit margin or even a loss for a project, thereby materially and adversely affecting our financial condition, profitability or liquidity.

We are subject to significant accounts payable and other current liabilities.

We have accounts payable and other current liabilities of approximately $717,045 as of June 30, 2026. We also incur indebtedness from time to time to fund operations or acquire assets, such as recent loans from certain of our affiliates totaling in excess of $6.4 million. Our operations are not currently able to generate sufficient cash flows to meet our payable and other liabilities, which could reduce our financial flexibility, increase interest expenses, and adversely impact our operations. We have not historically generated sufficient cash flow from operations to enable us to repay indebtedness and to fund other liquidity needs. Such indebtedness could affect our operations in several ways, including the following:

We may not have sufficient liquidity to repay certain outstanding promissory notes at maturity, which could result in the loss of properties and related assets securing those notes.

We have issued promissory notes to Michael Singh, our Co-CEO and his affiliate that are set to mature on December 8, 2026, with an aggregate outstanding principal balance of $5.2 million. If we are unable to repay these notes at maturity or extend the maturity date, and we are unsuccessful in unwinding our acquisition of Chial Reserve and the related indebtedness, our Co-CEO and his affiliate may have the right to accelerate the obligations and foreclose on the collateral securing such notes, which may include the properties we have acquired using the proceeds of these loans. If we are unable to repay these notes at maturity or extend the maturity date, our Co-CEO and his affiliate may have the right to accelerate the obligations and foreclose on the collateral securing such notes, which may include the properties we have acquired using the proceeds of these loans. In such event, we could lose control of strategic properties that are critical to our business operations.

Additionally, it is uncertain whether any foreclosure or transfer of ownership would take into account the improvements we have made to such properties since acquisition, or whether we would be entitled to any reimbursement for capital expenditures or development costs. The loss of these properties and the potential impairment of related investments could have a material adverse effect on our business, financial condition, and prospects.

The expansion of our operations can have a significant impact on our profitability.

We intend on expanding our business through the acquisition, development, maintenance, and operation of residential/resort properties. Any expansion of operations that we may undertake will entail risks, such actions may involve specific operational and management activities which may negatively impact our profitability. Consequently, investors must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to us at that time, and (ii) management of such expanded operations may divert management’s attention and resources away from our existing operations, all of which may have a material adverse effect on our present and prospective business activities.

Our financial success is dependent on general economic conditions.

Our financial success may be sensitive to adverse changes in general economic conditions in the United States, Belize and any other jurisdiction in which our resort properties are or may be located, such as recession, inflation, unemployment, geopolitical situations, and interest rates. Such changing conditions could reduce demand in the marketplace for our hospitality and resort services. We have no control over these changes.

Our operating results are subject to significant fluctuation based on seasonality and other factors.

Our operating results may fluctuate significantly from period to period as a result of a variety of factors, including purchasing patterns of customers, competitive pricing, debt service and principal reduction payments, and general economic conditions. Additionally, we expect to experience seasonality in the segments of our business that rely on short-term and long-term bookings, with stronger revenue generation during traditional vacation periods for those expected locations. The portion of our business of selling units may be moderately cyclical as the demand for vacation units for sale is affected by the availability and cost of financing for purchasers, as well as general economic conditions and the relative health of the travel industry. Our operating results may vary on a quarterly basis and may fluctuate significantly in the future. Other factors may affect our operating results, some of which are beyond the control of management. Accordingly, we believe that quarter-to-quarter comparisons of our operating results may not necessarily be meaningful, and investors should not place undue reliance on the results of any particular quarter as an indication of our future performance.

Risks Relating to our Properties

Our success will partially depend upon acquiring and redevelopment of hospitality properties in varying stages of development, and we may be unable to consummate acquisitions on advantageous terms, the acquired properties may not perform as expected, or we may be unable to efficiently develop or integrate new hospitality operations and properties into our existing operations.

We intend to acquire hospitality operations and properties in varying stages of development which we would then re-develop, operate, maintain and manage. The acquisition of such properties entails various risks, including the risks that they may not perform as expected, that we may be unable to integrate new hospitality operations and properties quickly and efficiently into our existing operations and that the cost estimates for the development of a property may prove inaccurate.

Investors are reliant on management’s assessment, selection, and development of appropriate properties.

Our ability to achieve our current objectives is dependent upon the performance of our management team in the quality and timeliness of our acquisition and development of hospitality properties. Subject to requirements of applicable law, our stockholders are not expected to have an opportunity to evaluate the terms of transactions or other economic or financial data concerning any particular property we may acquire and re-develop. Investors must rely entirely on the decisions of the management team and the oversight of our principals.

Our profitability may be impacted by delays in the selection, acquisition and development of properties.

We may encounter delays in the identification, acquisition and development of properties that could adversely affect our profitability. We may experience delays in identifying properties that satisfy ideal purchase parameters.

Our business is affected by macroeconomic conditions, including rising inflation, interest rates and supply chain constraints.

Various macroeconomic factors could adversely affect our business and the results of our operations and financial condition, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets. For instance, rising interest rates could impact our net income. Recent supply chain constraints have led to higher inflation, which, if sustained, could have a negative impact on our resort development and operations. Furthermore, it could create unexpected renovation or maintenance costs or delays and/or could impact our development projects, any of which could adversely impact our results of operations. If inflation or other factors were to significantly increase our business costs, our ability to grow our business could be negatively affected. Current capital market conditions, including the impact of inflation, have increased borrowing rates (even as they have come down to some extent) and can be expected to increase our cost of capital and also affect our ability to raise capital on favorable terms, or at all, in order to fund our operations.

Supply chain disruptions could create unexpected renovation or maintenance costs or delays and/or could impact our development projects, any of which could adversely impact our results of operations.

Supply chain disruptions and the cost of materials, parts and labor have progressively increased and may continue to do so over the long-term. Our construction projects, including renovations and/or maintenance are a routine and necessary part of our business. We may incur costs for these projects or routine maintenance at our properties that exceed our original estimates due to increased costs for materials or labor or other costs that we do not anticipate. We may incur costs for these projects or routine maintenance at our properties that exceeds our original estimates due to increased costs for materials or labor or other costs that we do not anticipate. We may incur costs for these projects or routine maintenance at our properties that exceeds our original estimates due to increased costs for materials or labor or other costs that we do not anticipate. We also may be unable to complete our development projects on schedule due to supply chain disruptions or labor shortages.

We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions, which could adversely affect our ability to respond to market conditions.

Although we expect to develop, operate, manage and hold the various properties we acquire as part of our business plan, there may be times when it would be appropriate to instead sell or otherwise divest one or more properties. Our ability to dispose of properties on advantageous terms depends on factors, some of which are beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of the properties acquired. We cannot predict the various market conditions affecting real estate and hospitality properties which will exist at any particular time in the future. Due to the uncertainty of market conditions, which may affect the future disposition of the properties acquired, we cannot assure our shareholders that we will be able to sell such properties at a profit in the future. Furthermore, we may be required to expend funds to correct defects or to make improvements to our hospitality properties if we otherwise would want to dispose of a property but the market to do so is not positive. Funds may not be available to correct such defects or to make such improvements. In acquiring a property, we may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These provisions would restrict our ability to sell a property.

We may not succeed in creating a vacation-remote work enclave strategy.

We believe that the acquisition of hospitality properties for redevelopment will be critical to our ability to enter new emerging markets and build local market density. This strategy is expected to contribute to our ability to grow revenues and increase profitability over time. In order to build on this concept of creating vacation-remote work enclave communities, we must be able to identify and maintain a pipeline of locally managed vacation homes and condominiums in new and emerging markets. We have had initial success in identifying existing shovel ready resorts and vacation properties by giving developers and owners an exit strategy and providing market and developmental expertise to reposition the acquired assets to maximize revenues, but that may not continue. Our ability to maintain this momentum depends in part on our ability to provide a unique and consistent experience to both owners of individual units and guests, which has not been proven due to our early stage of operations.

Our properties may be subject to liabilities or other problems.

We intend to perform certain due diligence for each property or other real estate related asset that we acquire. We will also seek to obtain appropriate representations and indemnities from sellers with respect to such properties. We may, nevertheless, acquire properties that are subject to uninsured liabilities or that otherwise have problems. In some instances, we may have only limited or perhaps even no recourse for any such liabilities or other problems or, if we received indemnification from a seller, the resources of such seller may not be adequate to fulfill its indemnity obligation. As a result, we could be required to resolve or cure any such liability or other problems, and such payment could have an adverse effect on our cash flow available to meet other expenses or to make dividend payments to shareholders.

The failure to successfully execute and integrate properties that support our business model could adversely affect our growth rate and consequently our revenues and results of operations.

We expect that we may acquire multiple properties for development or redevelopment at any given time, from time to time. If we are not able to consummate these acquisitions, it could negatively impact our projected growth rate, revenue results, results of operations and the trading prices of our Common Stock. Furthermore, such transactions involve a number of financial, accounting, operational, legal, compliance and other risks and challenges, any of which could negatively affect our projected growth rate revenue results, results of operations and the trading price of our Common Stock and may have a material adverse effect on our business, results of operations and financial condition.

There are significant risks associated with “value-add” and properties in need of re-positioning.

Our targeting of financially distressed properties (and, in some cases, raw land) to develop into Awaysis-branded resort communities is expected to result in our owning properties which are partially leased or completely vacant and thus not generating positive cash flow (or any cash flow). Similarly, under-performing and value-add properties that we are targeting may experience unanticipated delays in, or increases of the cost to improve or reposition those properties that may be beyond our control. There is no assurance we will be successful in stabilizing such properties given the significant number of factors beyond our control, including general or local economic conditions and local market demand that may come into play, which could materially adversely affect our results of operations and financial condition.

Uninsured losses relating to real property may adversely affect our performance.

We will attempt to ensure that all of our properties are comprehensively insured (including liability, fire, storm and extended coverage) in amounts sufficient to permit replacement in the event of a total loss, subject to applicable deductibles. However, in the event such insurance is not sufficient, or if we do not have a sufficient external source of funding to repair or reconstruct a damaged property our results of operations and financial condition could be adversely affected. There can be no assurance that any such source of funding will be available to us for such purposes in the future.

Competition for real property to grow our business may increase costs and reduce returns.

We will experience significant competition for hospitality assets and projects from individuals, corporations, banks, insurance company investment accounts, as well as hotel and resort operators, real estate limited partnerships, real estate investment funds, commercial developers, pension plans, institutional and foreign investors and entities engaged in real estate investment activities, among others. We will compete against other potential purchasers, managers, and developers of resort-style properties. We believe that competition for these properties will increase for the properties of the type we seek to develop. Many of these competing entities have greater financial and other resources allowing them to compete more effectively. This competition may result in us paying higher prices to acquire potential resort and hospitality properties than we otherwise would, making it more difficult to identify and close on the acquisition of desirable properties. We may be unable to acquire properties that we believe meet our business objectives from time to time.

In addition, our resorts may be located close to resorts that are owned by competitors. These competing resorts may be better located and more suitable for our target demographics than our resorts, resulting in a competitive advantage for these other resorts. We may face similar competition from other resorts that may be developed in the future. This competition may limit our ability to sell units and/or manage such units, increase our costs of securing such purchasers or customers, and limit our ability to charge higher prices or fees and/or require us to make capital improvements we otherwise might not make to our resorts. As a result, we may suffer reduced cash flow with a decrease in share price and/or the ability to provide dividends.

Environmental regulations and issues, certain of which we may have no control over, may potentially impose liability and adversely impact our business.

Federal, state, and local laws and regulations impose environmental controls, disclosure rules and zoning restrictions which directly impact the management, development, use, and/or sale of real estate. Such laws and regulations tend to discourage sales and leasing activities and mortgage lending with respect to some properties, and may therefore adversely affect us specifically, and the real estate industry in general. Failure to uncover and adequately protect against environmental issues may subject us to liability as the buyer of such property. Environmental laws and regulations impose liability on current or previous real property owners or operators for the cost of investigating, cleaning up or removing contamination caused by hazardous or toxic substances at the property.

We may be held liable for such costs as a subsequent owner and developer of such property. Liability can be imposed even if the original actions were legal, and we had no knowledge of the presence of hazardous or toxic substances.

We may also be held responsible for the entire payment of the liability if we are subject to joint and several liabilities and the other responsible parties are unable to pay. Further, we may be liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the site, including the presence of asbestos containing materials. Insurance for such matters may not be available. Additionally, new or modified environmental regulations could develop in a manner which could adversely affect us.

The cost of defending against claims of liability, complying with environmental regulatory requirements or remediation of any contaminated property could have a materially adverse effect on our business, assets or results of operations.

Real estate may develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing as exposure to mold may cause a variety of adverse health effects and symptoms, including allergies or other reactions.

As a result, the presence of significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose us to liability from its tenants, employees of such tenants and others if property damage or health concerns arise.

Terrorist attacks or other acts of violence or war may adversely affect our industry, operations, and profitability.

Terrorist attacks or other acts of violence or war may harm our results of operations. There can be no assurance that these attacks or armed conflicts, whether international or domestic, will not occur. These attacks or armed conflicts may directly or indirectly impact the value of the property we own or that secures our loans. Losses resulting from these types of events may be uninsurable or not insurable to the full extent of the loss suffered. Moreover, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. These attacks or armed conflicts could also result in economic uncertainty in the United States or abroad. Adverse economic conditions resulting from terrorist attacks or other acts of violence or war could reduce demand for space in our properties due to the adverse effect on the economy and thereby reduce the value of our properties.

Our international operations subject us to additional costs and risks, which could adversely affect our business, financial condition, and results of operations.

We expect that, initially, all of the resorts we develop, operate and manage will be outside of the United States. Our growth strategy depends, in part, on continued international operations.

International sales and operations are subject to a number of risks, including the following:

These and other factors could harm our ability to generate revenue outside of the United States and, consequently, adversely affect our business, financial condition, and results of operations.

We will be subject to risks related to the geographic locations of the properties we develop and manage.

If the hospitality markets or general economic conditions in the geographic areas in which we intend to operate declines, we may be delayed in completing development of our properties or revenues generated from these resort properties in these areas could decline. Any of these events could materially adversely affect our business, financial condition or results of operations.

We are subject to significant government regulations, which could adversely affect our business, financial condition, and results of operations.

We are subject to a number of U.S. federal and state and, with respect to our non-U.S. operations, foreign, laws and regulations that involve matters central to our business. These laws and regulations may involve privacy, data protection, security, rights of publicity, content regulation, intellectual property, competition, consumer protection, credit card processing, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade prohibitions or sanctions or securities law compliance or other subjects. Many of these laws and regulations are still evolving and being tested in courts and could be interpreted and applied in a manner that is inconsistent from country to country or state to state and inconsistent with our current policies and practices and in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often are uncertain. The costs of complying with these laws and regulations are high and likely to increase in the future, particularly as the degree of regulation increases, our business grows, and our geographic scope expands. Further, the impact of these laws and regulations may disproportionately affect our business in comparison to our peers in the hospitality industry that have greater resources. Any failure on our part to comply with these laws and regulations may subject us to significant liabilities or penalties, or otherwise adversely affect our business, financial condition or operating results.

We are also subject to U.S. federal and state and foreign laws and regulations regarding privacy and data protection, including with respect to the storage, sharing, use, processing, transfer, disclosure, and protection of personal data. The potential effects of new and evolving legislation relating to privacy, data security, and data protection are far-reaching, create the potential for a patchwork of overlapping but different laws, and may require us to modify practices and policies, incur substantial costs and expenses in an effort to comply, or restrict our operations.

We take a variety of technical and organizational security measures and other measures designed to protect our data, including data pertaining to our employees, customers, service providers and consumers. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data.

Non-compliance with any applicable laws and regulations could result in penalties or significant legal liability. Further, even the perception of such noncompliance may result in reputational damage, and our business may be seriously harmed. Although we take reasonable efforts to comply with all applicable laws and regulations, there can be no assurance that we will not be subject to regulatory action, including fines, in the event of an incident. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, results of operations or financial condition.

Weather events, natural disasters and other events beyond our control could adversely affect our business.

Our business and operations could be materially and adversely affected in the event of earthquakes, floods, fires, inclement weather, other weather events, telecommunications failures, blackouts, or other power losses, break-ins, acts of terrorism, wars and other armed conflicts, political or geopolitical crises, public health crises, pandemics or endemics, or other catastrophic events. Our business would be especially adversely impacted if such events were to occur during peak vacation or travel periods.

While we generally consider potential risks related to weather as part of our operations strategy, we do not have a specific business continuity or disaster recovery plans in place. Even if we were to adopt such a plan, it may not adequately protect us from serious disasters and adverse impacts, including our ability or the ability of any of our resorts to remain operational during such events. In addition, climate change events could have an impact on critical infrastructure in the jurisdictions in which we operate or intend to operate, which has the potential to disrupt our business. During weather events we may be unable to maintain full operations in the affected area.

Further, if floods, fire, inclement weather including extreme rain, wind, heat, or cold, or accidents due to human error were to occur and cause damage to our properties, or if our operations were interrupted by telecommunications failures, blackouts, acts of terrorism, wars and other armed conflicts, political or geopolitical crises, or public health crises, our results of operations would suffer.

There may be several conflicts of interest that arise as we implement our business plan.

Certain of our officers and directors and our affiliates may engage, for their own account, or for the account of others, in other business ventures similar to ours or otherwise, and neither we nor any shareholder shall be entitled to any interest therein. Our management will devote only so much time to our business as is reasonably required. If a specific business venture becomes available, such person(s) may face a conflict in selecting between our business and his or her other business interests. We will not share in the risks or rewards of such other ventures; however, such other ventures will compete for their time and attention, which might create other conflicts of interest. We do not at this time require our officers or directors to devote any particular amount of time to the Company. As a result, our business and results of operations could be materially adversely affected.

Between November 15, 2024, and December 20, 2024, we borrowed an aggregate of approximately $3.3 million under a Secured Promissory Note dated December 1, 2024, as amended. BOS Investment Inc. is an affiliate of Michael Singh, the Company’s Co-CEO. A portion of the loan proceeds was used for the acquisition of our Chial resort property from another affiliate of Mr. Singh. The Company’s entry into this loan arrangement and line of credit presents a conflict of interest, as Mr. Singh is affiliated with both the lender and the borrower. We are now pursuing with Mr. Singh an unwinding of that transaction. This dual affiliation could require him to take actions on behalf of the lender that are adverse to the Company’s interests, which could materially adversely affect our business.

The aggregate estimated purchase price of the Chial Reserve Assets was $5,500,000, which was subsequently adjusted to approximately $4,465,415 based on a third-party appraisal of the property consisting of: (i) $2,400,000 adjusted to $2,378,137 in cash paid at closing; (ii) a $1,500,000 secured promissory note, dated December 21, 2024, as amended, between the Company and Michael Singh, which bears no interest and has a maturity date on the earlier of December 8, 2026 or the up-listing of the Company to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note dated December 20, 2024, as amended, adjusted to $587,278 to account for current approximate appraisal, between the Company and Michael Singh, as amended, bearing interest at 3.5% per annum and maturing on December 8, 2026 or the uplisting of the Company to the NYSE American. As of June 30, 2026, the balance was trued-up to $300,535 due to villa sales and acquisition cost adjustments.

On May 21, 2025, the Company entered into a Convertible Promissory Note with Andrew Trumbach, the Company’s Co-CEO and CFO as the lender, which memorialized a $150,000 loan and loan terms. The amount borrowed was provided by Dr. Trumbach to the Company on April 10, 2025. Interest on the Loan is 12% per annum, payable, with the principal and any and all fees, costs and expenses then due under the Note, on December 8, 2026. The note is convertible into the common stock of the Company, in whole or in part, at the option of Dr. Trumbach at any time prior to the maturity date, at an exercise price per share of $0.16. Effective June 15, 2026, the maturity date of the note was extended to December 8, 2026.

To comply with certain legal formalities in Belize, Mr. Singh and Andrew Trumbach, the Company’s Co-CEO and Chief Financial Officer, initially formed and were the sole owners of Awaysis Belize, before transferring 100% of their ownership to the Company for nominal consideration.

Although these assets were purchased based on arm’s-length appraisals, inherent conflicts remain due to certain officers and/or directors acting in dual roles as both representatives of the seller and the buyer, or borrower and lender, in the same transaction.

The units we offer may be subject to regulatory scrutiny under federal or state securities laws.

We intend from time to time to sell individual units in our resort properties to third parties. These unit holders will be offered the right to retain us to manage those units for short or long-term stays by tourists, in which case we will receive a fee from the unit holder for any bookings we manage. We believe, based on applicable law and related guidance, including the SEC’s framework under SEC Release No. 33-5347 and relevant case law, that the offer and sale of these units do not constitute an offer or sale of a “security” under the Securities Act of 1933, as amended, and therefore do not require registration or an exemption.

However, the determination of whether an interest constitutes an “investment contract” and therefore a security depends on facts and circumstances, including how the offering is structured and marketed and how unit purchasers view the opportunity. Additionally, there remains some degree of regulatory uncertainty, particularly with respect to real estate offerings that include optional rental or income-generating features. Therefore, the SEC, a state regulator, or a court, could ultimately take a contrary view and determine that the units we offer should be treated as securities. If such a determination were made, we could be required to register the offering of such units under the Securities Act or applicable state securities laws, offer rescission rights to purchasers, pay fines or penalties, or otherwise become subject to enforcement or litigation. Any of these outcomes could have a material adverse effect on our business, reputation, and financial condition.

Risks Related to Being a Public Company

We continue to incur increased legal, accounting, compliance and corporate governance costs, and our management is required to devote significant time to complying with the requirements applicable to a public company.

We incur significant legal, accounting and other expenses as a public company with shares quoted on OTCID, including being subject to the responsibilities, obligations, and reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC, the OTC Markets and any national securities exchange we may list in the future and other applicable securities rules and regulations, which impose various requirements on public companies, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices.

Our management and other personnel need to devote an increasing and substantial amount of time to these public company requirements. Moreover, we expect these new rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We may need to hire additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal audit function, which we do not have the funds to afford at this time. We may need to hire additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal audit function.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations and may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

The rules and regulations applicable to public companies, whether or not listed on a national securities exchange, make it more expensive for us to obtain and maintain director and officer liability insurance. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

All of the above risks may increase as, if and when we are successful in listing our common stock on a national securities exchange, of which we can give no assurance of success.

We have been unable to maintain effective disclosure controls and procedures, which could result in our stock price and investor confidence being materially and adversely affected.

We are required to maintain disclosure controls and procedures that are effective. To date, we have identified ineffective disclosure controls and procedures, mainly relating to the failure to timely file, or file, certain reports under the Securities Act of 1933 and the Securities Exchange Act of 1934. The past and current failure of controls or absence of adequate controls could result in a material adverse effect on our business and financial results, resulting in downwards pressure on our stock price, decreasing investor confidence and possibly adverse regulatory and legal actions against us. To date, we have identified ineffective disclosure controls and procedures, mainly relating to the failure to timely file certain reports under the Securities Act of 1933 and the Securities Exchange Act of 1934. The past and current failure of controls or absence of adequate controls could result in a material adverse effect on our business and financial results, resulting in downwards pressure on our stock price and decreasing investor confidence and possibly the delisting of our Common Stock.

Risks Relating to our Common Stock

There is a limited trading market for our Common Stock, which could make it difficult for you to liquidate an investment in our Common Stock, in a timely manner.

Our Common Stock is currently quoted on OTCID. Because there is a limited public market for our Common Stock, you may not be able to liquidate your investment when you want. We cannot assure you that an active trading market for our Common Stock will ever develop. We cannot assure you that an active trading market for our Common Stock will ever develop, even after our Common Stock commences trading on NYSE American, which is a condition to closing a related offering. The lack of an active public trading market means that you may not be able to sell your shares of Common Stock when you want, thereby increasing your market risk. Until our Common Stock is listed on a national securities exchange, which we can provide no assurance, we expect that it will continue to be quoted on OTCID. Until our Common Stock is listed on NYSE American or another national securities exchange, which we can provide no assurance, we expect that it will continue to be quoted on OTCID. An investor may find it difficult to obtain accurate quotations as to the market value of the Common Stock and the trading of our Common Stock may be extremely sporadic. For example, several days may pass before any shares may be traded. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the Common Stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

The market price and trading volume of our Common Stock may be volatile, which may adversely affect its market price.

The market price of our Common Stock could be subject to significant fluctuations due to factors such as:

As a result, shares of our Common Stock may trade at prices significantly below the price you paid to acquire them. Furthermore, declines in the price of our Common Stock may adversely affect our ability to conduct future offerings or to recruit and retain key employees, including our managing directors and other key professional employees.

Your interest in us may be diluted if we issue additional shares of Common Stock.

In general, shareholders do not have pre-emptive rights to any Common Stock issued by us in the future. Therefore, shareholders may experience dilution of their equity investment if we issue additional shares of Common Stock in the future, including shares issuable under equity incentive plans, or if we issue securities that are convertible into shares of our Common Stock, which we intend to do.

We may not be able to satisfy listing requirements of a national securities exchange or obtain or maintain a listing of our Common Stock on a national securities exchange.

We intend to apply to list our Common Stock on a national securities exchange, although we do not have a definitive timeline for doing so. If our Common Stock is listed on a national securities exchange, we must meet certain financial and liquidity criteria to maintain such listing. If our Common Stock is listed on the NYSE American, we must meet certain financial and liquidity criteria to maintain such listing. If we violate the exchange’s listing requirements, our Common Stock may be delisted. If we violate the NYSE American listing requirements, our Common Stock may be delisted. If we fail to meet any of the exchange’s listing standards, our Common Stock may be delisted. If we fail to meet any of the NYSE American’s listing standards, our Common Stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our Common Stock from a national securities exchange may materially impair our stockholders’ ability to buy and sell our Common Stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Stock. A delisting of our Common Stock from the NYSE American may materially impair our stockholders’ ability to buy and sell our Common Stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Stock. Our inability to list on a national securities exchange, or, if successful, a subsequent delisting of our Common Stock could significantly impair our ability to raise capital and the value of your investment.

Our Common Stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our Common Stock and may affect the ability of investors to sell their shares, until our Common Stock no longer is considered a penny stock.

Certain of our executive officers and directors, through their direct and indirect ownership of Common Stock, can substantially influence the outcome of matters requiring shareholder approval and may prevent you and other stockholders from influencing significant corporate decisions, which could result in conflicts of interest that could cause the Company’s stock price to decline.

Harthorne Capital, Inc., which is owned by certain of our executive officers and directors, along with Mr. Singh and Dr. Trumbach, collectively beneficially owns shares of our Common Stock equal to approximately 65% of our outstanding shares of Common Stock. As a result, such individuals will have the ability, acting together, to substantially influence the election of our directors and the outcome of corporate actions requiring shareholder approval, such as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. Additionally, such ownership concentration and leadership positions give Mr. Singh and Dr. Trumbach the power to control, or substantial influence over, employment decisions, including compensation arrangements for themselves. Furthermore, this concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders and be disadvantageous to our shareholders with interests different from those individuals. These individuals also have significant control over our business, policies and affairs as officers and/or directors of our Company. These stockholders may exert influence in delaying or preventing a change in control of the Company, even if such change in control would benefit the other stockholders of the Company. Lastly, the significant concentration of stock ownership may adversely affect the market value of the Company’s Common Stock due to investors’ perception that conflicts of interest may exist or arise. Therefore, you should not invest in reliance on your ability to have any control over the Company. In addition, stock ownership of insiders and management, at high levels of ownership, may induce executive decisions inconsistent with growth-oriented risk-taking.

Anti-takeover provisions in the Company’s charter and bylaws under Delaware law may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.

Provisions in the Company’s certificate of incorporation and bylaws may delay or prevent an acquisition or a change in management. These provisions include a classified board of directors; although as of the date of the Annual Report on Form 10-K, our Board has not yet approved the designations of any of our directors as a particular class of directors. Although the Company believes this provision could provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with the Company’s board of directors, they would apply even if the offer may be considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by the Company’s stockholders to replace or remove then current management by making it more difficult for stockholders to replace members of the board of directors, which is responsible for appointing members of management.

Investments in our Common Stock may provide you with limited rights, and we do not expect to pay cash dividends in the short term.

Common stock and similar equity securities generally represent the most junior position in an issuer’s capital structure and, as such, generally entitle holders to an interest in the assets of the issuer, if any, remaining after all more senior claims to such assets have been satisfied. Holders of common stock generally are entitled to dividends only if and to the extent declared by the governing body of the issuer out of income or other assets available after making interest, dividend, and any other required payments on more senior securities of the issuer. We anticipate that we will retain our earnings, if any, for future growth and therefore do not anticipate paying cash dividends on our Common Stock in the short term. Investors seeking cash dividends should not invest in our Common Stock for that purpose.

We qualify as a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Common Stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

Since 2022, we have been primarily focused on launching our real estate management and hospitality business. We have 20 employees and currently use third-party vendors and service providers for other activities.

We use a third-party sub-contractor to manage all Information Technology (IT) issues, including protection against, detection, and response to cyberattacks.

Additionally, we believe that our third-party vendors and service providers have their own respective cybersecurity protocols which our management believes to be adequate for protecting any of the Company’s data that might be in their possession from time to time; however, having such protocols is not necessarily a condition for us using or not using the services of any such vendors or providers.

Our Chief Financial Officer is responsible for assessing and managing cybersecurity risks, through his oversight of our IT service provider that manages our IT. Our CFO has a Doctorate Degree in Information Technology Management and has specific cybersecurity expertise. The Company has an Information Technology Policy that, among other things, governs and provides cybersecurity policies and processes, including defining safety measures to protect the Company’s confidentiality, integrity and availability of data and other intellectual properties, as well as to define the manner in which information is stored, saved and routed in the Company’s network. Additionally, the Board and management believe cybersecurity represents an important component of the Company’s overall approach to risk management and oversight. Additionally, the Board and management believe cybersecurity represents an important component of the Company’s overall approach to risk management and oversight, especially as the Company moves towards commercialization of its first product.

Accordingly, the Company has not incurred any expenses over the last two years relating to information security breaches. The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information and systems, or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations. There can be no assurance that the Company’s third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be fully implemented, complied with or effective in protecting the Company’s systems and information.