Awaysis Capital, Inc. Files S-1/A Amendment

TL;DR

<b>Awaysis Capital, Inc. has filed an S-1/A amendment, providing updated corporate and financial information.</b>

AI Summary

Awaysis Capital, Inc. (AWCA) filed a Amended IPO Registration (S-1/A) with the SEC on April 2, 2024. Awaysis Capital, Inc. filed an S-1/A amendment on April 2, 2024. The company's fiscal year ends on June 30. Its business and mailing address is 3400 Lakeside Dr, Suite 100, Miramar, FL 33027. The company was formerly known as JV GROUP, INC., ASPI, INC., and ASPEON INC. The SIC code is 6512 for Operators of Nonresidential Buildings.

Why It Matters

For investors and stakeholders tracking Awaysis Capital, Inc., this filing contains several important signals. This filing is an amendment to a previous registration statement, indicating ongoing efforts to comply with SEC regulations for public offerings or reporting. The detailed financial information and corporate history provided in the S-1/A are crucial for investors to assess the company's financial health and strategic direction.

Risk Assessment

Risk Level: low — Awaysis Capital, Inc. shows low risk based on this filing. The filing is an S-1/A, which is an amendment to a registration statement, suggesting it's part of an ongoing process rather than a new event with immediate market impact.

Analyst Insight

Monitor for further amendments or filings that may provide more specific details on the company's business operations and financial performance.

Key Numbers

• 2024-04-02 — Filing Date (S-1/A filing date)
• 0630 — Fiscal Year End (Company's fiscal year end)
• 6512 — SIC Code (Standard Industrial Classification code)
• 333-275922 — SEC File Number (SEC file number for the registration)

Key Players & Entities

• Awaysis Capital, Inc. (company) — Filer name
• JV GROUP, INC. (company) — Former company name
• ASPI, INC. (company) — Former company name
• ASPEON INC (company) — Former company name
• Miramar, FL (location) — Business address city and state

FAQ

Industry Context

The company operates under the SIC code 6512, which pertains to Operators of Nonresidential Buildings, indicating its primary business activity.

Regulatory Implications

The filing is an S-1/A, an amendment to a registration statement under the Securities Act of 1933, indicating compliance with regulatory requirements for public companies.

What Investors Should Do

1. Review the full S-1/A filing for detailed financial statements and business descriptions.
2. Track future SEC filings from Awaysis Capital, Inc. for updates on their business and financial status.
3. Research the company's industry (Operators of Nonresidential Buildings) for competitive context.

Key Dates

• 2024-04-02: S-1/A Filing — Amendment to registration statement
• 2012-11-02: Name Change — Formerly known as JV GROUP, INC.
• 2009-10-15: Name Change — Formerly known as ASPI, INC.
• 2000-02-14: Name Change — Formerly known as ASPEON INC

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previous filing, indicating updates or corrections to previously submitted information.

Key Financial Figures

• $0.01 — 1,866 Shares of Common Stock, par value $0.01 per Share This prospectus relates to
• $1.00 — ock registered hereby at a fixed price ($1.00) until the shares of Common Stock are l
• $0.85 — closing price for our Common Stock was $0.85. NEITHER THE SECURITIES AND EXCHANGE C
• $11.1 million — greements was at the appraisal value of $11.1 million (excluding transaction costs and fees).
• $5,500,000 — gregate purchase price of approximately $5,500,000 payable in a combination of cash and sh
• $1,500,000 — gregate purchase price of approximately $1,500,000 payable in a combination of cash and sh
• $42,000,000 — gregate purchase price of approximately $42,000,000 payable in a combination of cash and sh
• $628,280 — ain profitability. We had a net loss of $628,280 and $4,295,446 for the quarter ended De
• $4,295,446 — lity. We had a net loss of $628,280 and $4,295,446 for the quarter ended December 31, 2023
• $9,709,565 — 2023, we had an accumulated deficit of $9,709,565 and $5,549,457, respectively. We are
• $5,549,457 — n accumulated deficit of $9,709,565 and $5,549,457, respectively. We are dependent on ma

Filing Documents

• forms-1a.htm (S-1/A) — 1598KB
• ex3-1.htm (EX-3.1) — 27KB
• ex3-2.htm (EX-3.2) — 11KB
• ex3-4.htm (EX-3.4) — 138KB
• ex23-1.htm (EX-23.1) — 8KB
• ex23-2.htm (EX-23.2) — 4KB
• ex107.htm (EX-FILING FEES) — 15KB
• ex23-2_001.jpg (GRAPHIC) — 1KB
• ex23-1_001.jpg (GRAPHIC) — 3KB
• forms-1_001.jpg (GRAPHIC) — 5KB
• aud_001.jpg (GRAPHIC) — 8KB
• aud_002.jpg (GRAPHIC) — 8KB
• 0001493152-24-012864.txt (&nbsp;) — 5236KB
• awca-20231231.xsd (EX-101.SCH) — 25KB
• awca-20231231_cal.xml (EX-101.CAL) — 42KB
• awca-20231231_def.xml (EX-101.DEF) — 127KB
• awca-20231231_lab.xml (EX-101.LAB) — 243KB
• awca-20231231_pre.xml (EX-101.PRE) — 184KB
• forms-1a_htm.xml (XML) — 637KB

Use of Proceeds

Use of Proceeds 12 Selling Shareholders 13 Plan of Distribution 17

Description of Securities to be Registered

Description of Securities to be Registered 19 Market Price of and Dividends on Common Stock and Related Stockholder Matters 19 Dividend Policy 20

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 21

Business

Business 27 Management 33

Executive Compensation

Executive Compensation 37

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 41 Certain Relationships and Related Transactions 42 Legal Matters 43 Experts 43 Where You Can Find More Information 43

Financial Statements

Financial Statements F-1 i ABOUT THIS PROSPECTUS Unless the context otherwise requires or indicates, all references to "we", "us", "our", "ourselves", "the Company," and "Awaysis" refer to Awaysis Capital, Inc. a Delaware corporation, formerly known as JV Group, Inc. We and the Selling Shareholders have not authorized anyone to provide you with information or to make any representations other than those contained in this prospectus. We and the Selling Shareholders take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: we, and to our knowledge the Selling Shareholders have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. ii TRADEMARKS This prospectus contains references to our trademarks, trade names and service marks. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade name

business

business risks, market trends and competition within the resort and hospitality industries; Compliance with and changes to United States, Belize and global laws and regulations, including those related to anti-corruption and privacy; Risks related to Awaysis' planned acquisitions, joint ventures, and other partnerships; Awaysis' dependence on third-party development activities; the performance of Awaysis' information technology systems and its ability to maintain data security; Regulatory proceedings or litigation; adequacy of our workforce to meet Awaysis' business and operation needs; Awaysis' ability to attract and retain key executives and employees with skills and capacity to meet our needs; and Natural disasters or adverse geo-political conditions. Any one or more of the foregoing factors could adversely impact Awaysis' operations, revenue, operating profits and margins, financial condition or credit rating. For additional information regarding factors that could cause Awaysis' actual results to differ materially from those expressed or implied in the forward-looking statements in this prospectus, please see the risk factors discussed under " Risk Factors " and " Management's Discussion and Analysis of Financial Condition and Results of Operations " elsewhere in this prospectus, and in our other filings with the Securities and Exchange Commission. 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. iv CAUTIONARY NOTE REGARDING INDUSTRY DATA Unless otherwise indicated, information contained in this prospectus concerning our com

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of common stock by the Selling Shareholders participating in this offering. The Selling Shareholders will receive all of the net proceeds from the sale of their respective shares of common stock in this offering. Trading Symbol Our common stock is listed on the OTCPink Marketplace under the symbol "AWCA."

Risk Factors

Risk Factors See " Risk Factors " beginning on page 6 of this prospectus for a discussion of factors that you should carefully consider before deciding to invest in our common stock. Plan of Distribution The Selling Shareholders, or their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may offer or sell all or a portion of the shares of Common Stock registered hereby at a fixed price ($1.00) until the shares of Common Stock are listed on a national securities exchange or quoted on the OTCQX or OTCQB, at which time they may be sold at prevailing market prices. The Selling Shareholders may also resell the shares of common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See " Plan of Distribution " beginning on page 17 of this prospectus for additional information on the methods of sale that may be used by the Selling Shareholders. 5 RISK FACTORS A purchase of any of our securities involves a high degree of risk. Investors should consider carefully the following information about these risks, together with the other information contained in this prospectus before the purchase of any of our shares of Common Stock. If any of the following risks actually occur, the business, financial condition or results of operations

View Full Filing

View this S-1/A filing on SEC EDGAR