Item 1.01 Entry Into a Material Definitive Agreement.

On July 19, 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.

The Shares 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 a transaction 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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