AWAYSIS CAPITAL, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On July 7, 2022, Awaysis Capital, Inc. (the "Company") sold, in its ongoing private offering (the "Offering") of up to $25 million of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a price per share of $1.00, 25,000 shares (the "Shares") of Common Stock for an aggregate of $25,000 in gross proceeds. The purchase of the Shares was pursuant to a Subscription Agreement & Investor Suitability Questionnaire for the Offering (the "Subscription Agreement")with customary terms as between the Company and the investor.

On or about July 13, 2022, the Company entered into Subscription Agreements with investors in the Offering, relating to subscriptions for an aggregate of 1,193,000 shares of Common Stock (the "Pending Shares") for aggregate gross proceeds of $1,193,000. The Company expects such proceeds to be funded, and the Pending Shares to be issued, by the end of July 2022.

The Shares, and the Pending Shares as and when funded, will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

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

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