Agassi Sports Entertainment Corp.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
AASPStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001472375-25-000051
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001472375-25-000101
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 69 previous paragraphs and 69 current paragraphs.
44 unchanged; 9 reworded; 12 added; 16 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
On May 31, 2025, the Company entered into a Trademark Acquisition Agreement with Patrick J. Rolfes and Ted Angelo (the “Sellers”), the owners of the trademark for “World Series of Pickleball” (the “Trademark”). Pursuant to the Trademark Acquisition Agreement, we acquired all rights to, and ownership of, the Trademark, in consideration for $25,000 in cash and warrants to purchase 50,000 shares of the Company’s common stock (with warrants to purchase 25,000 shares granted to each seller)(the “Sellers Warrants”).
Current report
The Trademark Acquisition Agreement includes customary representations and indemnification obligations of the sellers, for a transaction of the size and type, as the Trademark acquisition. As additional consideration payable to each of the sellers, we agreed that during the lifetime of each of the sellers, we would furnish them an aggregate of six (6) VIP tickets to all World Series of Pickleball events produced by or on behalf of the Company. Such tickets are subject to all the rules and regulations, including standards of behavior, applicable to tickets generally.
Current report
The Sellers Warrants have an exercise price of $5.75 per share (the closing sales price of the Company’s common stock on the last trading day prior to the entry into the Trademark Acquisition Agreement) and a three year term and are exercisable only on a cash basis. The Sellers Warrants include a 4.999% beneficial ownership limitation, which can be increased to 9.999% by either holder, with at least 61 days prior written notice to the Company.
Current report
Together with its entry into, and the closing of the transactions contemplated by, the Trademark Acquisition Agreement, and its change in business focus as discussed above, the Company is no longer a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act), and effective on the date of the closing of the Trademark Acquisition Agreement, May 31, 2025, the Company ceased being a “shell Company”, and transitioned to being a start-up/development stage company. In connection therewith, the Company now has (i) a specific business plan and purpose which required significant expertise and dedication from management to develop, (ii) a conscionable plan of operations upon which it is executing, (iii) a clear revenue generation strategy, and (iv) the incurrence of operating expenses consistent with a Company that is in its development stage, each as discussed above, and in the 2024 Annual Report and below. Further, the Company has for some time been engaging in discussions and negotiations regarding brand and collaboration agreements, and has expended expenses towards those endeavors, and other tasks relating to the launch of its operating business.
Current report
On May 31, 2025, we entered into and closed the transactions contemplated by the Trademark Acquisition Agreement, discussed above.
Current report
On July 2, 2025, the Company entered into a Statement of Work (the “SOW”) with IBM Norge AS (“IBM”), pursuant to which IBM agreed to support, and provide services to the Company in connection with, the Company’s goal of launching a state-of-the-art racquet sport experience, including design and digital product concept services.
Current report
The SOW sets forth project responsibilities, timelines and milestones. The project is expected to start on July 7, 2025, and to be completed on or before October 30, 2025, and the Company has agreed to pay IBM $75,000 in consideration for services rendered pursuant to the SOW, payable upon the completion of certain project milestones as described in greater detail in the SOW. The SOW may be terminated by either party with 30 days prior written notice.
Current report
On July 10, 2025, the Company entered into a Collaboration and Licensing Agreement (the “Collaboration Agreement”) with Sport Squad, Inc., which entity owns JOOLA.
Current report
Pursuant to the Collaboration Agreement, the parties confirmed their intention to identify various ventures (collectively “Ventures”, each a “Venture”) which they might pursue together. Each party may suggest a Venture to the other, and if there is mutual interest, the parties agree to discuss in good faith how they might best collaborate and how such Venture can best be brought to fruition, including the preferred path of development, production and exploitation. Neither party shall be obligated to pursue any particular Venture, or any specific number of Ventures.
Current report
Ventures may include, without limitation, the development of products or product lines, live events, exhibitions, competitions and tournaments, wellness projects, and content for exploitation in and across various media. It is anticipated that certain Ventures will involve the use of iconic brands, logos, and related trademarks, and/or the name, image and likeness rights of various athletes and celebrities. The acquisition or licensing of the rights in and to any brands, logos, and/or trademarks, and the name, image, and likeness (NIL) rights of celebrities and athletes will be the sole responsibility of the Company to obtain.
Current report
The Collaboration Agreement continues in effect until terminated by either party thereto with written notice to the non-terminating party and includes customary confidentiality obligations of the parties.
Current report
We had $25,000 of net cash used in investing activities for the six months ended June 30, 2025, which was mainly due to acquisition of intangible asset of $25,000.
Removed paragraphs (16)
Previous report
We also plan to offer co-branding opportunities to best of class facilities and partners to cross collaborate and promote aligned growth:
Previous report
On March 6, 2025, the Board of Directors of the Company granted (a) warrants to purchase 500,000 shares of common stock to Justin Gimblestob and (b) warrants to purchase 250,000 shares of common stock to Darren Cahill, two consultants of the Company, in consideration for agreeing to provide advisory services to the Company (collectively, the “Consulting Warrants”). The Consulting Warrants have an exercise price of $1.70 per share and a term of five years. The Consulting Warrants vested immediately and are exercisable 1/2 on March 6, 2025 and 1/2 on September 6, 2025. The Consulting Warrants also allow for cashless exercises and customary anti-dilution rights for stock splits, dividends and similar transactions.
Previous report
Effective on March 6, 2025, the Board of Directors of the Company, appointed Shawn Cable as the Chief Financial Officer (Principal Accounting/Financial Officer) of the Company (the “Appointment”), which Appointment was effective as of the same date. As a result of the Appointment, Ronald Boreta, the Chief Executive Officer (Principal Executive Officer) of the Company, stepped down from the role of Principal Accounting/Financial Officer and Treasurer of the Company, also effective on March 6, 2025.
Previous report
The Company agreed to pay Mr. Cable $75,000 per year, and to grant Mr. Cable warrants to purchase 100,000 shares of common stock with an exercise price of $1.70 per share and a term of five years. The warrants vest immediately and are exercisable 1/2 on March 6, 2025 and 1/2 on September 6, 2025 (the “CFO Warrants”). The CFO Warrants also allow for cashless exercises and customary anti-dilution rights for stock splits, dividends and similar transactions.
Previous report
The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
Previous report
Off-Balance Sheet Arrangements
Previous report
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Previous report
Critical Accounting Policies and Estimates
Previous report
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.
Previous report
“Note 2. Summary of Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q and “Note 2. Summary of Significant Accounting Policies” in the Notes to Financial Statements in Part II, Item 8, of the 2024 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.
Previous report
Related party transactions
Previous report
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.******
Previous report
Stock-Based Compensation
Previous report
The Company accounts for stock-based compensation to employees in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination.******
Previous report
Recent Accounting Developments
Previous report
The Company believes there are no new accounting standards adopted but not yet effective that are relevant to the readers of our financial statements.
Reworded paragraphs (9)
Previous wording
Our planned business model is designed around proprietary and curated content supported by planned sponsorships, brand relationships, live event hosting, e-commerce and merchandising, and licensing and media rights.
Current wording
Our business model is designed around proprietary and curated content supported by planned sponsorships, brand relationships, live event hosting, e-commerce and merchandising, and licensing and media rights.
Previous wording
We had a working capital surplus of $2,048,391 as of March 31, 2025; because, as discussed below, we raised $2.5 million in a private offering in November 2024. However, we expect to require funding in the future. We plan to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate revenues.
Current wording
We had a working capital surplus of $1,689,692 as of June 30, 2025; because, as discussed above, we raised $2.5 million in a private offering in November 2024. However, we expect to require funding in the future. We plan to raise additional required funding through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate revenues.
Previous wording
We had a net loss of $1,665,246 and $12,911, for the three months ended March 31, 2025, and 2024, respectively, which net loss increased for the reason described above.
Current wording
We had a net loss of $335,914 and $20,212, for the three months ended June 30, 2025, and 2024, respectively, which net loss increased for the reasons described above.
Previous wording
For the three months ended March 31, 2025 and 2024, we had general and administrative expenses, consisting of stock-based compensation, audit fees and miscellaneous administrative costs that totaled $1,665,246 and $12,911, respectively, an increase of $1,652,335 from the prior period, which increase was mainly the result of an increase in stock-based compensation in connection with warrants issued to Darren Cahill, Shawn Cable and Justin Gimblestob, as discussed above.
Current wording
For the six months ended June 30, 2025 and 2024, we had general and administrative expenses, consisting of stock-based compensation, audit fees and miscellaneous administrative costs that totaled $2,001,160 and $33,122, respectively, an increase of $1,968,038 from the prior period. The increase was the result of an increase in stock-based compensation totaling $1,440,777 in connection with warrants issued to Darren Cahill, Shawn Cable, and Justin Gimblestob, in consideration for consulting services agreed to be provided.. The remaining increase is related to payroll costs and legal and consulting fees.
Previous wording
The decrease of $223,974 in working capital was mainly due to a decrease in cash as of March 31, 2025, compared to December 31, 2024, related to payroll and legal expenses paid during the period.
Current wording
The decrease of $582,673 in working capital was mainly due to a decrease in cash as of June 30, 2025, compared to December 31, 2024, related to payroll and legal expenses paid during the period and operating expenses.
Previous wording
We had $247,761 of net cash used in operating activities for the three months ended March 31, 2025, which was mainly due to $1,665,246 in net loss, offset by $1,440,777 of stock-based compensation expense and $496 of depreciation expense.
Current wording
We had $589,364 of net cash used in operating activities for the six months ended June 30, 2025, which was mainly due to $2,001,160 of net loss, offset by $1,440,777 of stock-based compensation expense and $2,709 of depreciation and amortization expense.
Previous wording
We had $6,093 of net cash used in operating activities for the three months ended March 31, 2024, which was due to $12,911 of net loss and $112 of prepaid expenses and other current assets, offset by $6,960 of accounts payable and accrued expenses.
Current wording
We had $24,368 of net cash used in operating activities for the six months ended June 30, 2024, which was due to $33,122 of net loss and $75 of prepaid expenses and other current assets, offset by $1,023 of accounts payable and accrued expenses and $7,806 due from related party.
Previous wording
We had $6,063 of net cash provided by financing activities for the three months ended March 31, 2024, which was solely due to proceeds from related parties.
Current wording
We had $24,368 of net cash provided by financing activities for the six months ended June 30, 2024, which was solely due to proceeds from related parties.
Previous wording
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2025, we had an accumulated deficit of $31,803,814. In addition, the Company’s current assets exceed its current liabilities by $2,048,391 as of March 31, 2025.
Current wording
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2025, we had an accumulated deficit of $32,139,728. In addition, the Company’s current assets exceed its current liabilities by $1,689,692 as of June 30, 2025.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
For the three months ended June 30, 2025 and 2024, we had general and administrative expenses, consisting of stock-based compensation, audit fees and miscellaneous administrative costs that totaled $335,914 and $20,212, respectively, an increase of $315,702 from the prior period. The increase was the result of an increase in expenses related to payroll costs and legal and consulting fees.
Current report — wording carried from elsewhere
Results of Operations for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024.**
Current report — wording carried from elsewhere
We generated no revenues for the six months ended June 30, 2025 or 2024.
Current report — wording carried from elsewhere
We had a net loss of $2,001,161 and $33,122, for the six months ended June 30, 2025, and 2024, respectively, which net loss increased for the reasons described above.