Agassi Sports Entertainment Corp.

Previous wording

Risks Related to Our Planned Business Operations

Current wording

Proposed, new and evolving legislation and regulations, as well as evolving interpretations of and practices around certain regulations, could also significantly affect our business. For example, the implications of the European Union General Data Protection Regulation (“GDPR”) and the GDPR as it applies in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“UK GDPR”), which will apply to our processing of personal data in connection with certain products and services we may offer in the future, are far-reaching and responses to these continue to develop. In addition to these laws, there are a number of legislative proposals in the EU as well as other jurisdictions that could impose new obligations or limitations in areas affecting our business. In the United States, there are a number of existing state laws, such as those in California, Virginia, Colorado, Connecticut, Utah and Illinois, as well as others that are to come into force in the coming years, in addition to a potential comprehensive federal privacy statute. Agencies such as the Federal Trade Commission are increasing their enforcement efforts and considering adopting new privacy rules. New privacy laws or regulations are likely to grant enhanced privacy rights to individuals and impose obligations on us as a business operating in those jurisdictions. In addition, some countries are considering or have passed legislation requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our future services. For information regarding risks related to certain of these compliance requirements, please see “Item 1A—Risk Factors—Regulatory, Corporate Governance and Reporting Risks—Changing regulations and increased awareness relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and harm our brand.”

Previous wording

Our planned operations will be subject to laws and regulations at federal, state, and local levels, including consumer protection laws, health and safety regulations, licensing requirements related to our planned facilities, environmental laws and regulations, the health and safety of our future employees and accessibility laws, regulations and laws related to the collection, use and security of personal information, and wage and hour and other labor and employment laws.

Current wording

Our planned operations will also be subject to laws and regulations at federal, state, and local levels, related to wage and hour and other labor and employment laws.

Previous wording

We will require additional financing, and we may not be able to raise funds on favorable terms or at all, which raises questions about our ability to continue as a going concern.

Current wording

Our need to raise additional financing raises questions about our ability to continue as a going concern.

Previous wording

Our independent auditors have indicated in their report on our December 31, 2024 and 2023 financial statements that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements incorporated in this Annual Report have been prepared assuming that we will continue as a going concern for one year from the date the financial statements are issued and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation. We had an accumulated deficit of $30,138,568, as of December 31, 2024. We expect to require additional funding in the future to continue our business plan, expand or complete acquisitions. In the event we require additional funding in the future, the most likely source of future funds presently available to us will be through the sale of equity capital. Any sale of share capital will result in dilution to existing stockholders. Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.

Current wording

Our independent auditors have indicated in their report on our December 31, 2025 and 2024 financial statements that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements incorporated in this Annual Report have been prepared assuming that we will continue as a going concern for one year from the date the financial statements are issued and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation. We had an accumulated deficit of $39,630,102, as of December 31, 2025. We expect to require additional funding in the future to continue our business plan, including under the IBM Parties agreements as discussed above, and to expand or complete acquisitions. In the event we require additional funding in the future, the most likely source of future funds presently available to us will be through the sale of equity capital. Any sale of share capital will result in dilution to existing stockholders. Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.

Previous wording

Our planned business operations involves court sports, beginning with planned growth opportunities associated with branding and growing the pickleball and padel industries, both of which are currently experiencing significant growth.

Current wording

Our planned business operations involve court sports, beginning with planned growth opportunities associated with branding and growing the pickleball and padel industries, both of which are currently experiencing significant growth.

Previous wording

We expect to compete with numerous industry participants. Competitors may also attempt to copy all or portions of our business model or services, which could erode our market share and brand recognition or impair our business and results of operations. It is also possible that competitors could introduce new products and services or new ways to provide those products and services that negatively impact consumer preference or willingness to pay for our future products and services. Certain competitors may have advantages over us including greater name recognition and/or resources, and non-profit and government organizations may be able to obtain land and construct facilities at a lower cost and collect membership fees without paying taxes, thereby allowing them to charge lower prices. Additionally, consolidation in the industry could result in increased competition among participants. This competition may limit our ability to attract and retain members or to optimize our revenue, each of which could materially and adversely affect our business, results of operations and financial condition.

Current wording

We expect to compete with numerous industry participants. Competitors may also attempt to copy all or portions of our business model, products, platform or services, which could erode our market share and brand recognition or impair our business and results of operations. It is also possible that competitors could introduce new products and services or new ways to provide those products and services that negatively impact consumer preference or willingness to pay for our future products and services. Certain competitors may have advantages over us including greater name recognition and/or resources, and non-profit and government organizations may be able to obtain land and construct facilities at a lower cost and collect membership fees without paying taxes, thereby allowing them to charge lower prices. Additionally, consolidation in the industry could result in increased competition among participants. This competition may limit our ability to attract and retain members or to optimize our revenue, each of which could materially and adversely affect our business, results of operations and financial condition.

Previous wording

We are largely dependent upon the personal efforts and abilities of our existing management, namely our current Chief Executive Officer, Ronald Boreta. Moving forward, should the services of our management be lost for any reason, the Company will incur costs associated with recruiting replacements and any potential delays in operations which this may cause. If we are unable to replace such individual with a suitably trained alternative individual(s), we may be forced to scale back or curtail our business plan.

Current wording

We are largely dependent upon the personal efforts and abilities of our existing management, namely our current Chief Executive Officer, Ronald S. Boreta and our Chief Financial Officer, Shawn Cable. Moving forward, should the services of our management be lost for any reason, the Company will incur costs associated with recruiting replacements and any potential delays in operations which this may cause. If we are unable to replace such individuals with a suitably trained alternative individual(s), we may be forced to scale back or curtail our business plan. While Mr. Boreta is party to an employment agreement with us, such agreement can be terminated by Mr. Boreta, subject to the terms thereof.

Previous wording

We do not currently have any employment agreements or maintain key person life insurance policies on our executive officer. If our executive officer does not devote sufficient time towards our business, we may never be able to effectuate our business plan.

Current wording

We do not currently maintain key person life insurance policies on our executive officers. If our executive officers do not devote sufficient time towards our business, we may never be able to effectuate our business plan.

Previous wording

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As reported under “Item 4. Controls and Procedures”, as of December 31, 2024, our Chief Executive Officer has determined that our disclosure controls and procedures were not effective. Separately, as of December 31, 2024, management has identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We determined that we had a material weakness because, we did not have sufficient personnel to allow segregation of duties to ensure the completeness or accuracy of our information.

Current wording

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As reported under “Item 9A. Controls and Procedures”, as of December 31, 2025, our Chief Executive Officer has determined that our disclosure controls and procedures were not effective. Separately, as of December 31, 2025, management has identified a material weakness in our internal control over financial reporting. Specifically our management determined that, as of December 31, 2025, we did not have sufficient personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size of the Company and its limited operations, we are unable to remediate this deficiency until we add additional personnel or acquire or merge with another company. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Previous wording

We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future. During the last 52 weeks our common stock has traded as high as $4.00 per share and as low as $0.17 per share. The market price of our common stock may continue to be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock. The trading price of our common stock could also be affected by:

Current wording

We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future. During the last 52 weeks our common stock has traded as high as $8.40 per share and as low as $2.60 per share. The market price of our common stock may continue to be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock. The trading price of our common stock could also be affected by:

Previous wording

Our common stock is quoted on the OTC Pink Market under the symbol “AASP”. Our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Additionally, general economic, political and market conditions, such as recessions, inflation, war, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Due to the limited volume of our shares which trade, we believe that our stock prices (bid, ask and closing prices) may not be related to our actual value, and not reflect the actual value of our common stock. You should exercise caution before making an investment in us.

Current wording

Our common stock is quoted on the OTCID under the symbol “AASP”. Our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Additionally, general economic, political and market conditions, such as recessions, inflation, war, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Due to the limited volume of our shares which trade, we believe that our stock prices (bid, ask and closing prices) may not be related to our actual value, and not reflect the actual value of our common stock. You should exercise caution before making an investment in us.

Previous wording

As of the date of this Report, we had (a) 2,975,000 shares of common stock issuable upon exercise of warrants which have an exercise price of $0.40 per share; and (b) 850,000 shares of common stock issuable upon exercise of warrants which have an exercise price of $1.70 per share. The warrants have cashless exercise rights. For the life of the warrants, the holders have the opportunity to profit from a rise in the market price of our common stock without assuming the risk of ownership. The issuance of shares upon the exercise of outstanding securities will also dilute the ownership interests of our existing stockholders.

Current wording

As of the date of this Report, we have outstanding warrants to purchase 850,000 shares of common stock with an exercise price of $1.70 per share, which expire on March 6, 2030; warrants to purchase 50,000 shares of common stock with an exercise price of $5.75; warrants to purchase 50,000 shares of common stock with an exercise price of $6.30 per share and an expiration date of July 31, 2028; warrants to purchase 1,000,000 shares of common stock with an exercise price of $5.50 per share and an expiration date of November 22, 2030; and warrants to purchase 200,000 shares of common stock with an exercise price of $5.00 and an expiration date of February 3, 2029, certain of which have cashless exercise rights. For the life of the warrants, the holders have the opportunity to profit from a rise in the market price of our common stock without assuming the risk of ownership. The issuance of shares upon the exercise of outstanding securities will also dilute the ownership interests of our existing stockholders.

Previous wording

Our officers and directors beneficially own***33.5%***of our outstanding common stock and exercise significant voting control over us, and together with Mr. Andre K. Agassi, hold majority voting control over the Company, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control.

Current wording

Our officers and directors beneficially own 46.7% of our outstanding common stock and exercise significant voting control over us, and together with Mr. Andre Agassi, hold majority voting control over the Company, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control.

Previous wording

Our officers and directors currently own approximately 33.5% of the issued and outstanding shares of our common stock and our officers and directors and Mr. Andre K. Agassi, a consultant to the Company, beneficially own over a majority of our outstanding common stock. As a result, such persons control the shareholder vote. As a result, they have the ability to influence matters affecting our shareholders and will therefore exercise control in determining the outcome of all corporate transactions or other matters, including (i) making amendments to our Articles of Incorporation; (ii) whether to issue additional shares of common stock and preferred stock, including to themselves; (iii) employment decisions, including compensation arrangements; (iv) whether to enter into material transactions with related parties; (v) election of directors; and (vi) any merger or significant corporate transactions, including with themselves or other related parties. Additionally, it will be difficult if not impossible for investors to remove our current directors, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of our common stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions. The interests of our officers and directors and Mr. Agassi may not coincide with our interests or the interests of other shareholders.

Current wording

Our officers and directors currently own approximately 46.7% of the issued and outstanding shares of our common stock and our officers and directors and Mr. Andre Agassi, a consultant to the Company, beneficially own over a majority of our outstanding common stock. As a result, such persons control the shareholder vote. As a result, they have the ability to influence matters affecting our shareholders and will therefore exercise control in determining the outcome of all corporate transactions or other matters, including (i) making amendments to our Articles of Incorporation; (ii) whether to issue additional shares of common stock and preferred stock, including to themselves; (iii) employment decisions, including compensation arrangements; (iv) whether to enter into material transactions with related parties; (v) election of directors; and (vi) any merger or significant corporate transactions, including with themselves or other related parties. Additionally, it will be difficult if not impossible for investors to remove our current directors, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of our common stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions. The interests of our officers and directors and Mr. Agassi may not coincide with our interests or the interests of other shareholders.