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

TL;DR

Awaysis Capital (formerly JV Group) filed an S-1/A on 1/31/25. Check financials.

AI Summary

Awaysis Capital, Inc. filed an S-1/A amendment on January 31, 2025, detailing its financial operations. The company, previously known as JV Group, Inc., ASPI, Inc., and ASPEON INC, is incorporated in Delaware and operates in the nonresidential building operators sector. Its principal business address is in Miramar, Florida.

Why It Matters

This filing provides updated information for investors and the public regarding Awaysis Capital, Inc.'s financial status and corporate structure.

Risk Assessment

Risk Level: low — This is a routine S-1/A filing, not indicating immediate financial distress or significant new risks.

Key Numbers

• 20250131 — Filing Date (Date of the S-1/A filing)
• 333-275922 — SEC File Number (SEC's file number for the company)

Key Players & Entities

• Awaysis Capital, Inc. (company) — Filer
• JV GROUP, INC. (company) — Former company name
• ASPI, INC. (company) — Former company name
• ASPEON INC (company) — Former company name
• 33027 (dollar_amount) — ZIP code for business address

FAQ

Key Financial Figures

• $0.01 — 7,142 shares of common stock, par value $0.01 per share ("Common Stock"), of Awaysis
• $3.50 — an assumed offering price per share of $3.50. We currently estimate that the initial
• $3.00 — initial offering price will be between $3.00 and $4.00 per share of Common Stock. Th
• $4.00 — ffering price will be between $3.00 and $4.00 per share of Common Stock. The actual p
• $0.4999 — sing bid price for our Common Stock was $0.4999. We intend to apply to list our Common
• $11.4 million — greements was at the appraisal value of $11.4 million (excluding transaction costs and fees)
• $2.6 million — ination of a Purchase Money Mortgage of $2.6 million at 0% interest rate, payable on demand,
• $280,000 — on demand, a Purchase Money Mortgage of $280,000 at 0% interest rate that was paid on Au
• $0.150 — arket price on the date of appraisal of $0.150. As the first acquisition by the Compan
• $3,000,000 — 4, the Company borrowed an aggregate of $3,000,000, evidenced by a Secured Promissory Note
• $5,000,000 — nt Inc. to borrow up to an aggregate of $5,000,000. BOS is an affiliate of Michael Singh,
• $110,000 — the note shall be paid as follows: 1. $110,000, originally on or before December 20, 2
• $2,500,000 — il on or before February 15, 2025; 2. $2,500,000 on or before February 15, 2025; and 3
• $5,500,000 — se price of the Chial Reserve Assets is $5,500,000, subject to potential adjustments, cons
• $2,400,000 — tential adjustments, consisting of: (i) $2,400,000 in cash; (ii) a $1,500,000 secured prom

Filing Documents

• forms-1a.htm (S-1/A) — 2061KB
• ex10-19.htm (EX-10.19) — 100KB
• ex10-20.htm (EX-10.20) — 82KB
• ex10-21.htm (EX-10.21) — 60KB
• ex10-22.htm (EX-10.22) — 179KB
• ex10-23.htm (EX-10.23) — 191KB
• ex10-24.htm (EX-10.24) — 23KB
• ex10-29.htm (EX-10.29) — 113KB
• ex10-30.htm (EX-10.30) — 14KB
• ex21-1.htm (EX-21.1) — 3KB
• ex23-1.htm (EX-23.1) — 9KB
• ex107-1.htm (EX-FILING FEES) — 20KB
• forms-1_001.jpg (GRAPHIC) — 5KB
• forms-1a_01.jpg (GRAPHIC) — 14KB
• form10-k_002.jpg (GRAPHIC) — 3KB
• form10-k_003.jpg (GRAPHIC) — 2KB
• forms-1_002.jpg (GRAPHIC) — 14KB
• ex23-1_002.jpg (GRAPHIC) — 8KB
• ex23-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-25-004498.txt ( ) — 7519KB
• awca-20240930.xsd (EX-101.SCH) — 37KB
• awca-20240930_cal.xml (EX-101.CAL) — 48KB
• awca-20240930_def.xml (EX-101.DEF) — 198KB
• awca-20240930_lab.xml (EX-101.LAB) — 290KB
• awca-20240930_pre.xml (EX-101.PRE) — 235KB
• forms-1a_htm.xml (XML) — 899KB

Use of Proceeds

Use of Proceeds 20 Determination of Offering Price 21

Description of Securities

Description of Securities 22 Market Price of and Dividends on Common Stock and Related Stockholder Matters 23 Shares Eligible for Future Sale 25 Capitalization 26

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 28

Legal Proceedings

Legal Proceedings 41 Management 41

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 49 Certain Relationships and Related Transactions 49

Underwriting

Underwriting 52 Legal Matters 55 Experts 55 Interests of Named Experts and Counsel 55 Where You Can Find More Information 55

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. and its consolidated subsidiaries. References to our "Common Stock" refer to the common stock, par value $0.01 per share, of Awaysis Capital, Inc. Through and including [], 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. You should rely only on the information contained in this prospectus or in any free writing prospectus we or the underwriters may authorize to be delivered or made available to you. Neither we nor the underwriters have authorized anyone to provide you with different information. We and the underwriters take no responsibility for and can provide no assurance as to the reliability of any information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our Common Stock. You should not assume that the information appearing in this prospectus any post-effective amendment, and any applicable prospectus supplement to this prospectus is accurate as of any date other than their respective dates. Our business, financial condition, operating results and prospects may have changed since that date. The registration statement we filed with the Securities and Exchange Commission ("SEC"), of which this prospectus forms a part, includes exhibits that provid

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

View Full Filing

View this S-1/A filing on SEC EDGAR