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Agassi Sports Entertainment Corp.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-26.

0001472375-25-000028

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-31.

0001472375-26-000109

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The 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 20 previous paragraphs and 38 current paragraphs.

11 unchanged; 8 reworded; 19 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 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 (19)

Current report

We had a working capital surplus of $1,975 as of December 31, 2025. We expect to require funding in the future, including to complete payments due under our agreements with the IBM Parties, which require us to make payments to the IBM Parties under the Services Agreement and SoW 1 totaling approximately $2.1 million, payable in monthly installments in accordance with the terms of SoW 1, including $100,000 within 15 days after invoice from IBM, for each of November and December 2025, and January and February 2026, with $204,387 due before February 28, 2026 and $613,161 before March 20, 2026, and $229,292 due for each of March through June 2026, as discussed above. To date, $454,387 has been paid.

Current report

We plan on raising additional required funding through the sale of equity in the future, which is expected to be on similar terms as our recent $650,000 raised through the sale of common stock in March 2026. We anticipate that this capital will be sufficient to make all monthly payments to the IBM Parties under the Services Agreement.

Current report

2026 from our Agassi Intelligence software, website and future expected sponsorship relations.

Current report

Total operating expenses increased mainly due to the increase in salary paid to Ronald S. Boreta, our Chief Executive Officer, increased legal and professional fees, and the increase in warrant expense, as discussed above.

Current report

We had interest expense of $994 for the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024, which was in connection with interest payable under a convertible promissory note issued in September 2024 and converted into common stock in December 2024, which issuance was affected in February 2026.

Current report

The decrease of $2,270,390 in working capital was mainly due to a decrease in cash as of December 31, 2025, compared to December 31, 2024, related to payroll and legal expenses paid during the year and operating expenses.

Current report

The 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.

Current 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 are material to investors.

Current 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.

Current report

“Note 2. Summary of Significant Accounting Policies” in the Notes to Financial Statements in Part II, Item 8, of this Report, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.

Current 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.

Current 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.

Current 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.
Removed paragraphs (1)

Previous report

The increase of $2,882,614 in working capital was mainly due to an increase of $2,319,242 in cash, relating to cash raised in a private offering in November 2024, and a decrease in amounts due to related parties to $0 as of December 31, 2024, compared to $587,607 as of December 31, 2023, as a result of the terms of the Purchase Agreement, discussed above.
Reworded paragraphs (8)

Previous wording

We had an accumulated deficit of $30,138,568 as of December 31, 2024. We may however require additional 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

Notwithstanding the above, we may sell additional equity in the future, 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 generated no revenues for the year ended December 31, 2024 or 2023.

Current wording

We generated no revenues for the years ended December 31, 2025 or 2024.

Previous wording

For the year ended December 31, 2024 and 2023, general and administrative expenses, consisting of stock-based compensation, salaries, legal fees, audit fees and miscellaneous administrative costs that totaled $793,749 and $69,875, respectively, an increase of $723,874 from the prior period, which increase was mainly the result of an increase in stock based compensation in connection with warrants issued to James Askew and AKA, LLC. In addition $40,000 in salary was paid to Ron Boreta in 2024. Legal fees totaling over $64,000 paid in 2024 contributed to the loss.

Current wording

For the year ended December 31, 2025 and 2024, general and administrative expenses, consisting of stock- based compensation, salaries, legal fees, audit fees and miscellaneous administrative costs that totaled $9,491,534 and $793,749, respectively, an increase of $8,697,785 from the prior year, which increase was mainly due to $7,232,145 in stock-based compensation in connection with fair value of warrants issued during the year ended December 31, 2025. In addition, $260,668 in salary and bonus was paid to Ronald S. Boreta, our Chief Executive Officer, in 2025. We also brought on our CFO, Shawn Cable, and he was paid $66,858 in 2025. Legal fees totaling $201,237 were paid to two separate firms we have retained for assistance with our business agreements, SEC filings and general legal matters. Professional fees totaling $1,098,653 were paid in 2025, which includes $275,00 paid to IBM and $300,380 paid to certain consultants for consulting services rendered. For the year ended December 31, 2024, $619,867 in stock-based compensation was incurred in connection with fair value of warrants issued during the year ended December 31, 2024 and $40,000 in salary was paid to Ronald S. Boreta in consideration for services rendered as our Chief Executive Officer. Legal fees totaling approximately $64,000 were also paid in 2024.

Previous wording

We had a net loss of $793,749 and $69,875, for the years ended December 31, 2024, and 2023, respectively, which net loss increased for the reason described above.

Current wording

We had a net loss of $9,491,534 and $793,749, for the years ended December 31, 2025, and 2024, respectively, which net loss increased for the reason described above.

Previous wording

We had $149,377 of net cash used in operating activities for the year ended December 31, 2024, which was mainly due to $793,749 of net loss, offset by $619,867 of stock-based compensation expense. We had $56,229 of net cash used in operating activities for the year ended December 31, 2023, which was mainly due to $69,875 of net loss, offset by $13,646 of accounts payable and accrued expenses.

Current wording

We had $2,198,494 of net cash used in operating activities for the year ended December 31, 2025, which was mainly due to $9,491,534 of net loss, offset by $7,232,145 of stock-based compensation expense. We had $149,377 of net cash used in operating activities for the year ended December 31, 2024, which was mainly due to $793,749 of net loss, offset by $619,867 of stock-based compensation expense and $24,235 of accounts payable and accrued expenses.

Previous wording

We had $10,050 and $0 of net cash used in investing activities for the years ended December 31, 2024 and 2023, respectively, which was due to purchase of property and equipment in 2024.

Current wording

We had $25,000 and $10,050 of net cash used in investing activities for the years ended December 31, 2025 and 2024, respectively, which was due to acquisition of the “World Series of Pickleball” trademark, which was included as an intangible asset in 2025, as compared to acquisition of property and equipment in 2024.

Previous wording

We had $2,478,669 and $56,229 of net cash provided by financing activities for the years ended December 31, 2024 and 2023, respectively, which for the 2024 period was mainly due to the issuance of common stock pursuant to a private placement for net proceeds of $2,472,606 and for the 2023 period was mainly due to proceeds from related party in connection with shares issued in exchange for elimination of related party balance due.

Current wording

We had $0 and $2,478,669 of net cash provided by financing activities for the years ended December 31, 2025 and 2024, respectively, which for the 2024 period was mainly due to the issuance of common stock pursuant to a private placement for net proceeds of $2,472,606, as discussed below, and $6,063 of proceeds from related parties.

Previous wording

The accompanying 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 shown in the accompanying financial statements, for the years ended December 31, 2024 and 2023, the Company had net loss of $793,749 and $69,875, respectively As of December 31, 2024, we had an accumulated deficit of $30,138,568. These factors raise substantial doubt about the company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Current wording

The accompanying 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 shown in the accompanying financial statements, for the years ended December 31, 2025 and 2024, the Company had a net loss of $9,491,534 and $793,749, respectively As of December 31, 2025, we had an accumulated deficit of $39,630,102. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.