Awaysis Capital Targets $10M IPO, NYSE American Listing Post-Reverse Split

TL;DR

**AWCA's NYSE American listing and $10M offering is a high-risk bet on a niche real estate play, but the 'controlled company' structure is a red flag for minority shareholders.**

AI Summary

Awaysis Capital, Inc. (AWCA) is conducting a firm commitment public offering of 2,857,142 shares of common stock, with an estimated initial offering price between $3.00 and $4.00 per share, aiming to raise $10,000,000 in gross proceeds. The company, a real estate management and hospitality firm, focuses on acquiring, redeveloping, and managing residential vacation home communities in global travel destinations, intending to relaunch them under the 'Awaysis' brand. AWCA's common stock, currently quoted on OTCID at $0.21 (or $4.20 post-1-for-20 reverse split), plans to list on NYSE American under the symbol 'AWCA'. Post-offering, Co-CEOs Michael Singh and Andrew Trumbach, along with Harthorne Capital, Inc., will collectively own approximately 79% of the common stock, maintaining AWCA's 'controlled company' status and allowing it to rely on certain NYSE American corporate governance exemptions. The offering includes a 7% underwriting discount ($700,000) and a 1% non-accountable expense allowance ($100,000) to D. Boral Capital, resulting in estimated net proceeds of $9,200,000 before other expenses. The company faces risks related to integrating new properties, significant indebtedness for acquisitions, and compliance with varying international regulations, particularly in Belize where its current properties are located.

Why It Matters

This S-1/A filing signals Awaysis Capital's intent to transition from OTCID to NYSE American, a move that could significantly enhance its visibility and liquidity for investors, potentially attracting a broader institutional base. The planned reverse stock split and public offering are critical steps to fund its strategy of acquiring and redeveloping undervalued resort properties, directly impacting its growth trajectory and competitive position in the vacation home market. For employees and customers, successful execution could mean expansion and enhanced service offerings, while the 'controlled company' status raises questions about independent oversight, a key consideration for corporate governance advocates. The company's focus on 'work from home' trends positions it in a growing niche, but it faces intense competition from established hospitality giants and other real estate developers.

Risk Assessment

Risk Level: high — The offering involves a high degree of risk, as explicitly stated in the filing, 'These securities involve a high degree of risk. See "Risk Factors" contained in this prospectus beginning on page 7.' The company is seeking to develop resorts that 'have not been completed nor have a significant prior operational history,' indicating substantial operational and integration risks. Furthermore, the company expects to incur 'significant amount of indebtedness' for acquisitions and development, increasing financial leverage and risk.

Analyst Insight

Investors should approach AWCA with extreme caution, recognizing the high-risk nature of its business model and the 'controlled company' structure. Conduct thorough due diligence on the specific properties and management's execution capabilities, as the success hinges on integrating undeveloped assets. Consider the potential for dilution and the implications of limited independent board oversight before committing capital.

Key Numbers

• $10,000,000 — Gross proceeds from public offering (Targeted capital raise for Awaysis Capital, Inc.)
• 2,857,142 — Shares of Common Stock offered (Number of shares available in the firm commitment public offering)
• $3.00-$4.00 — Estimated initial offering price per share (Price range for the common stock after the 1-for-20 reverse split)
• $0.21 — Last reported closing bid price on OTCID (Sept 15, 2025) (Pre-reverse split price of AWCA common stock)
• $4.20 — Adjusted closing bid price on OTCID (Sept 15, 2025) (Price of AWCA common stock after reflecting the 1-for-20 reverse split)
• 92% — Beneficial ownership by Co-CEOs and Harthorne Capital (pre-offering) (Indicates current control structure of Awaysis Capital, Inc.)
• 79% — Beneficial ownership by Co-CEOs and Harthorne Capital (post-offering) (Maintains 'controlled company' status after the public offering)
• 7% — Underwriting discount (Percentage of gross proceeds paid to D. Boral Capital ($700,000))
• 1% — Non-accountable expense allowance (Percentage of gross proceeds paid to D. Boral Capital ($100,000))
• $9,200,000 — Proceeds to Awaysis Capital, Inc. before other expenses (Net capital raised after underwriting discounts and allowances)

Key Players & Entities

• Awaysis Capital, Inc. (company) — Registrant and issuer of common stock
• Andrew Trumbach (person) — Co-CEO & CFO of Awaysis Capital, Inc.
• Michael Singh (person) — Co-CEO of Awaysis Capital, Inc.
• Harthorne Capital, Inc. (company) — Entity controlled by Co-CEOs, beneficial owner of AWCA shares
• D. Boral Capital (company) — Sole underwriter for the public offering
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for S-1/A filing
• NYSE American (regulator) — Proposed listing exchange for AWCA common stock
• OTCID (regulator) — Current quotation market for AWCA common stock
• Stephen E. Fox, Esq. (person) — Counsel for Awaysis Capital, Inc. from Ruskin Moscou Faltischek, P.C.
• Ross Carmel, Esq. (person) — Counsel for Awaysis Capital, Inc. from Sichenzia Ross Ference Carmel LLP

FAQ

Risk Factors

• Compliance with International Regulations [medium — regulatory]: The company faces risks related to compliance with and changes to United States, Belize, and global laws and regulations, including those related to anti-corruption and privacy. This is particularly relevant given its current properties are located in Belize.
• Integration of New Properties [medium — operational]: Awaysis Capital's business model relies on acquiring and redeveloping residential vacation home communities. Risks are associated with the integration of these new properties, which could impact operations and financial performance.
• Significant Indebtedness for Acquisitions [high — financial]: The company intends to use significant debt for its acquisition strategy. This indebtedness poses a financial risk, potentially impacting its ability to service debt and its overall financial health.
• Dependence on Third-Party Development [medium — operational]: Awaysis Capital's operations are dependent on third-party development activities. Any disruptions or underperformance from these third parties could adversely affect the company's ability to launch and manage its properties.
• Data Security and IT Systems Performance [medium — operational]: The performance of Awaysis' information technology systems and its ability to maintain data security are critical. Any failures or breaches could lead to operational disruptions and reputational damage.
• Attracting and Retaining Key Personnel [low — operational]: The company's ability to attract and retain key executives and employees with the necessary skills is crucial for meeting its business and operational needs. A shortage of skilled personnel could hinder growth and execution.
• Industry Volatility and Competition [medium — market]: Awaysis Capital operates within the resort and hospitality industries, which are subject to market trends and competition. Adverse market conditions or intense competition could negatively impact revenue and profitability.
• Regulatory Proceedings and Litigation [low — legal]: The company faces risks associated with potential regulatory proceedings or litigation. Such events could result in significant financial costs and operational disruptions.

Industry Context

Awaysis Capital operates in the global residential vacation home community sector within the broader real estate management and hospitality industries. This sector is characterized by its reliance on tourism, seasonal demand, and the need for effective property management and marketing. Competition comes from other vacation rental platforms, boutique hotel groups, and individual property owners.

Regulatory Implications

The company must navigate a complex web of international regulations, including anti-corruption and privacy laws, particularly in its operational base of Belize. Compliance with these varying global and local laws is critical to avoid legal penalties and maintain operational integrity.

What Investors Should Do

1. Review the company's acquisition strategy and debt financing plans.
2. Evaluate the company's ability to integrate and manage acquired properties effectively.
3. Assess the impact of the 'controlled company' status on corporate governance.
4. Understand the risks associated with international operations, especially in Belize.

Glossary

Firm commitment public offering

An agreement where an underwriter buys all the securities being offered from the issuer at a set price, then resells them to the public. The underwriter assumes the risk of not being able to sell all the shares. (This is the type of offering AWCA is conducting, meaning the underwriter (D. Boral Capital) is committed to purchasing the shares.)

Reverse split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them. This typically increases the per-share price. (AWCA has undergone a 1-for-20 reverse split, which adjusted its share price from $0.21 to $4.20 before the offering.)

Controlled company

A company listed on a stock exchange where more than 50% of the voting power is held by an individual, group, or another company. Controlled companies are exempt from certain corporate governance requirements. (AWCA will maintain 'controlled company' status post-offering due to significant ownership by its Co-CEOs and Harthorne Capital, allowing it to use NYSE American exemptions.)

Underwriting discount

The fee paid by an issuer to an underwriter for selling its securities. It's typically a percentage of the gross proceeds. (AWCA is paying a 7% underwriting discount to D. Boral Capital, amounting to $700,000 on the gross proceeds.)

Non-accountable expense allowance

A fee paid to an underwriter to cover expenses that are not specifically itemized or accounted for. It's usually a small percentage of the offering size. (AWCA is paying a 1% non-accountable expense allowance to D. Boral Capital, totaling $100,000.)

OTCID

Over-the-Counter Identification. Refers to the over-the-counter market where securities are traded directly between parties without a formal exchange. (AWCA's common stock was previously quoted on OTCID, with a last reported bid price of $0.21 before the reverse split.)

Year-Over-Year Comparison

Information regarding previous filings and comparative financial metrics is not available in the provided S-1/A excerpt. Therefore, a comparison of key metrics such as revenue growth, margin changes, or new risks versus a prior year cannot be performed.

Key Financial Figures

• $0.01 — 7,142 shares of common stock, par value $0.01 per share ("Common Stock"), of Awaysis
• $3.00 — initial offering price will be between $3.00 and $4.00 per share of Common Stock, af
• $4.00 — ffering price will be between $3.00 and $4.00 per share of Common Stock, after the Re
• $0 — sing bid price for our Common Stock was $0.21, or $4.20 as adjusted to reflect the
• $4.20 — rice for our Common Stock was $0.21, or $4.20 as adjusted to reflect the Reverse Spli
• $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
• $5,500,000 — e price of the Chial Reserve Assets was $5,500,000, which was subsequently adjusted to app
• $4,465,415 b — subsequently adjusted to approximately $4,465,415 based on a third-party appraisal of the p
• $2,400,000 — isal of the property consisting of: (i) $2,400,000 in cash paid at closing; (ii) an approx
• $465,415 — paid at closing; (ii) an approximately $465,415 (originally $1,500,000 but adjusted bas
• $1,500,000 b — ) an approximately $465,415 (originally $1,500,000 but adjusted based on an appraisal of the
• $1,600,000 — mpany to the NYSE American; and (iii) a $1,600,000 senior convertible promissory note date

Filing Documents

• forms-1a.htm (S-1/A) — 2665KB
• ex10-22.htm (EX-10.22) — 183KB
• ex21-1.htm (EX-21.1) — 4KB
• ex23-1.htm (EX-23.1) — 9KB
• 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-1a_001.jpg (GRAPHIC) — 3KB
• forms-1_002.jpg (GRAPHIC) — 14KB
• ex23-1_001.jpg (GRAPHIC) — 3KB
• ex23-1_002.jpg (GRAPHIC) — 2KB
• 0001493152-25-014048.txt ( ) — 8753KB
• awca-20250331.xsd (EX-101.SCH) — 51KB
• awca-20250331_cal.xml (EX-101.CAL) — 65KB
• awca-20250331_def.xml (EX-101.DEF) — 325KB
• awca-20250331_lab.xml (EX-101.LAB) — 350KB
• awca-20250331_pre.xml (EX-101.PRE) — 349KB
• forms-1a_htm.xml (XML) — 1093KB

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 42 Management 42

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 50 Certain Relationships and Related Transactions 51

Underwriting

Underwriting 53 Legal Matters 56 Experts 56 Interests of Named Experts and Counsel 56 Where You Can Find More Information 56

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 underwriter may authorize to be delivered or made available to you. Neither we nor the underwriter have authorized anyone to provide you with different information. We and the underwriter 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 provide m

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

Properties

Properties Casamora On June 30, 2022, we closed on the acquisition of certain real estate assets in San Pedro, Belize (the "Awaysis Casamora Assets"), pursuant to a series of Agreements of Purchase and Sale, all dated April 15, 2022. The total consideration paid by us for the properties of a Purchase Money Mortgage of $2.6 million at 0% interest rate, payable on demand, a Purchase Money Mortgage of $280,000 at 0% interest rate that was paid on August 8, 2022 and 56.8 million shares of the Company's Common Stock based on a per share price equal to the market price on the date of appraisal of $0.150. As the first acquisition by the Company in Belize and an important milestone, the Company is rebranding the Awaysis Casamora Assets, so it is easily identifiable as an Awaysis Property and fit perfectly with its strategy of creating a countrywide network of Awaysis residential enclave communities in the country. 1 Chial Mountain On December 31, 2024, Awaysis Belize Ltd., a Belize corporation and wholly-owned subsidiary of the Company, or Awaysis Belize, acquired all of the stock and substantially all of the assets of Chial Mountain Ltd., a Belize corporation, or Chial Mountain, pursuant to the terms and conditions of an Agreement of Purchase and Sale, dated December 31, 2024 and effective December 20, 2024, between Chial Mountain and Awaysis Belize. The agreement and the secured promissory note described below were amended on April 14, 2025. Pursuant to the terms of the Asset Purchase Agreement, Awaysis Belize acquired all outstanding shares of Chial Mountain and concurrently acquired substantially all of the assets of Chial Mountain on an "as is, where is" basis, including, but not limited to: (i) all tangible and intangible property of Chial Mountain; and (ii) certain real property located in the Cayo District of Beliz

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