S-1/A: Awaysis Capital Files Amendment No. 1 to Form S-1 for Share Resale

Awaysis Capital, a real estate management and hospitality company, has filed an amendment to its Form S-1 registration statement for the resale of up to 60,031,866 shares of its common stock by selling shareholders.

Summary

• Awaysis Capital, Inc., a real estate management and hospitality company, has filed an amendment to its Form S-1 registration statement.
• The filing pertains to the offer and sale of up to 60,031,866 shares of common stock by existing selling shareholders.
• The company will not receive any proceeds from the sale of these shares.
• The selling shareholders may offer the shares at a fixed price of $1.00 until the shares are listed on a national securities exchange or quoted on the OTCQX or OTCQB, after which they may be sold at prevailing market prices.
• The company's common stock currently trades on the OTCPink Marketplace under the symbol AWCA, with a closing price of $0.85 as of April 1, 2024.
• The company is focused on acquiring, redeveloping, and managing residential vacation home communities.
• Awaysis Capital's business strategy involves targeting undervalued assets in emerging markets near high-demand travel destinations.
• The company's first acquisition was real estate assets in San Pedro, Belize, for $11.1 million.
• The company is planning to acquire approximately thirty-five villas consisting of an estimated 59,000 sq. ft. located in Cayo, Belize, for an aggregate purchase price of approximately $5,500,000 payable in a combination of cash and shares of our Common Stock (the Chial Acquisition).
• The company is planning to acquire approximately thirty-eight units consisting of an estimated 44,527 sq. ft. located in Cabarete, Dominican Republic, for an aggregate purchase price of approximately $1,500,000 payable in a combination of cash and shares of our Common Stock (the La Bocca Acquisition).
• The company is planning to acquire approximately 126 units consisting of an estimated 286,312 sq. ft. located in San Pedro, Belize, for an aggregate purchase price of approximately $42,000,000 payable in a combination of cash and shares of our Common Stock (the La Sirene Acquisition).

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While the company is pursuing growth strategies and has made acquisitions, it also faces significant risks and has a history of net losses. The lack of proceeds to the company from the share resale is also a negative factor.

Positives

• The company is focused on acquiring, redeveloping, and managing residential vacation home communities, which could capitalize on increased demand for travel and remote work.
• The company's business strategy involves targeting undervalued assets in emerging markets near high-demand travel destinations, which could lead to higher returns.
• The company has identified five properties in Belize, all of which are expected to constitute our initial real estate portfolio.

Negatives

• The company will not receive any proceeds from the sale of shares by the selling shareholders.
• The company's stock trades on the OTCPink Marketplace, which is generally considered less liquid and more volatile than the NYSE American or other national securities exchange.
• The company has incurred net losses to date, we anticipate that we will continue to incur significant losses for the foreseeable future, and even if we were to generate revenue, we may never achieve or maintain profitability.

Risks

• The company is a development stage company with a limited operating history and has not yet achieved profitability.
• There is a limited trading market for the company's common stock, which could make it difficult to liquidate an investment in a timely manner.
• The company's success will depend upon the acquisition and development of real estate, and the acquired properties may not perform as expected.
• The company faces significant competition that may increase costs and reduce returns.
• The company's profitability may be impacted by delays in the selection, acquisition, and development of properties.
• The company's properties may be subject to environmental laws and regulations that have the potential to impose liability.
• The company may not succeed in creating a portfolio enclave strategy.
• The market price and trading volume of the company's common stock may be volatile, which may adversely affect its market price.
• The resale of the company's common stock may cause its market price to drop significantly, regardless of the company's performance.
• The company cannot assure you that our common stock will become listed on a national securities exchange and the failure to do so may adversely affect your ability to dispose of our common stock in a timely fashion.
• The company's common stock is subject to the penny stock rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Future Outlook

The company intends to acquire real estate assets to develop into resorts, starting in Belize and then expand into other resort markets as funds allow, including building additional phases at existing resorts, including re-acquiring inventory from owners in default and in the open market and sourcing other real estate assets from third parties.

Industry Context

The resort and hotel industry are highly competitive and comprised of several national and regional companies that develop, finance and operate resorts and hotels.

Related Party Transactions

• Each of Mr. Singh, Dr. Trumbach and Ms. Iannitelli are Executive Directors of Harthorne, the owner of approximately 27.8% of the issued and outstanding shares of common stock of the Company.
• During the fiscal years ended June 30, 2023 and 2022, Harthorne advanced $255,489 and $12,497, respectively, relating to costs paid on behalf of the Company.
• Tyler Trumbach, a director of the Company and its Chief Legal Officer, performed certain general counsel and legal services for the Company through The Law Offices of Tyler A. Trumbach, P.A. and in September 2022, received through his holding company River Rock Holdings, Inc., 333,333 shares of the Companys common stock as payment in full for $50,000 of legal services provided by such firm.

Stakeholder Impact

• The resale of shares may impact the market price of the company's stock, affecting current shareholders.
• The company's ability to execute its business plan will impact employees and potential investors.

Next Steps

• The selling shareholders 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.

Key Dates

Keywords

Awaysis Capital, real estate, hospitality, vacation rentals, share resale, S-1, OTCPink, development, acquisitions, Belize