Agassi Sports Entertainment Corp.

Current report

Unregistered Sales of Equity Securities

Current report

There have been no sales of unregistered securities during the quarter ended March 31, 2026 and from the period from April 1, 2026 to the filing date of this Report that have not previously been disclosed in a Current Report on Form 8-K, except as discussed below:

Current report

On February 6, 2026, the Company issued an aggregate of 19,223 shares of common stock of the Company to an individual upon the conversion (effective December 31, 2024), of all principal and interest due under a $7,500 convertible promissory note dated September 30, 2024, held by the individual as of December 31, 2024, and pursuant to the conversion rights set forth in such convertible promissory note, including a conversion price of $0.40 per share. We claim an exemption from registration provided by Section 3(a)(9) of the Securities Act for the conversion of the convertible note and the issuance of the conversion shares, as the securities were exchanged by us with our existing security holder in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

Current report

On March 30, 2026, the Company entered into a Subscription Agreement with an accredited investor (the “Investor”), pursuant to which the Investor purchased an aggregate of 50,000 shares of restricted common stock from the Company, for $5.00 per share, or a total of $250,000. The Subscription Agreements included customary representations and warranties of the Investor and the Company. The Subscription Agreement also provided the Investor three year piggyback registration rights. Pursuant to a side letter entered into with the Investor at the time of the subscription, the Investor was also granted demand registration rights, in the event that the shares purchased by the Investor were not already registered under the Securities Act or available for sale under Rule 144 one year from the date of the sale, and we also granted the Investor first opportunity rights with respect to the sale of pickleball equipment at World Series of Pickleball events, the specific terms of which will be negotiated in good faith by the parties and a free basic sponsorship placement in the Company’s inaugural World Series of Pickleball event, which the Company expects to occur next year. The Company claims an exemption from registration for the issuance of the shares to the Investor pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the offer and sale of such shares did not involve a public offering and the recipient was an “accredited investor” and had access to similar information as would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. No sales commissions were paid in connection with the sales of these securities.

Current report

On April 16, 2026, the Company entered into a letter agreement with an investor relations firm pursuant to which the firm agreed to provide investor relations services to the Company for an initial term of three months, automatically extending thereafter until either party provides the other at least 30 days’ notice of termination. Pursuant to the agreement, we agreed to pay the service provider $6,000 a month in cash and 19,149 shares of restricted common stock of the Company, issuable 1/4 th upon execution of the agreement, which shares the Company is in the process of issuing and the remaining 3/4 th of the shares at the rate of 1/3 rd of such shares on each of June 30, 2026, September 30, 2026 and December 31, 2026, to the extent the agreement remains in place and the service provider is still providing services to the Company on such dates. The agreement contains customary representations of the parties and confidentiality obligations of the service provider and requires us to indemnify the service provider against certain claims and liabilities in connection with the services, subject to customary exceptions. The Company claims an exemption from registration for the issuance of the shares to the service provider pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the offer and sale of such shares did not involve a public offering and the recipient was an “accredited investor” and had access to similar information as would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. No sales commissions were paid in connection with the sales of these securities.

Current report

On April 27, 2026, the Company granted warrants to purchase 50,000 shares of common stock of the Company to a financial advisor in consideration for services agreed to be rendered. The warrants have an exercise price of $5.00 per share, a term of five years, and cashless exercise rights. The Company claims an exemption from registration for the grant of the warrants pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the offer and sale of such warrants did not involve a public offering and the recipient was an “accredited investor” and had access to similar information as would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. No sales commissions were paid in connection with the sales of these securities.

Current report

On May 9, 2026, the Company entered into a consulting agreement with an investor relations consulting service provider which has a term of six months. Pursuant to the agreement, the Company agreed to issue the consultant 60,000 shares of restricted common stock, with 10,000 shares earned and issuable each month the agreement is in place. The agreement includes customary representations and warranties of the parties and confidentiality obligations of the consultant, and granted piggyback registration rights to the consultant which remain in place until May 1, 2027. The Company claims an exemption from registration for the issuance of the shares to the consultant pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the offer and sale of such shares did not involve a public offering and the recipient was an “accredited investor” and had access to similar information as would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. No sales commissions were paid in connection with the sales of these securities.

Current report

Use of Proceeds From Sale of Registered Securities

Current report

None.

Current report

None.

Current report

None.

Current report

Not applicable.

Previous report

The risk factors below which we have marked with an asterisk (*) reflect substantive changes from, or additions to, the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous report

We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future.()*

Previous report

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 $0.95 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 report

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.

Previous report

Stock markets in general and our stock price in particular have recently experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies and our company. Broad market fluctuations may adversely affect the trading price of our securities. Additionally, these and other external factors have caused and may continue to cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent our stockholders from readily selling their shares of our common stock and may otherwise negatively affect the liquidity of our common stock.

Previous report

Additionally, as a result of the illiquidity of our common stock, investors may not be interested in owning our common stock because of the inability to acquire or sell a substantial block of our common stock at one time. Such illiquidity could have an adverse effect on the market price of our common stock. In addition, a shareholder may not be able to borrow funds using our common stock as collateral because lenders may be unwilling to accept the pledge of securities having such a limited market. An active trading market for our common stock may not develop or, if one develops, may not be sustained.

Previous report

The exercise of our outstanding warrants, and the sale of common stock upon exercise thereof, may adversely affect the trading price of our securities.()*

Previous report

As of the date of this Report, we have (a) 2,975,000 shares of common stock issuable upon exercise of warrants which have an exercise price of $0.397 per share; (b) 850,000 shares of common stock issuable upon exercise of warrants which have an exercise price of $1.70 per share; (c) 50,000 shares of common stock issuable upon the exercise of warrants which have an exercise price of $5.75 per share; and (d) 50,000 shares of common stock issuable upon the exercise of warrants which have an exercise price of $6.30 per share. All of the warrants other than the 50,000 with an exercise price of $5.75 per share and the 50,000 with an exercise price of $6.30 per share, 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 report

The availability of these shares for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock pursuant to the exercise of outstanding warrants, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our common stock to decline.

Previous report

In addition, the common stock issuable upon exercise of the warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by holders of our Warrants, then the value of our common stock will likely decrease.

Previous report

Because the warrants may also be exercised by way of a cashless exercise, meaning that the holders may not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of shares of our common stock determined according to the formula set forth in the warrants, we may not receive any funds upon the exercise of the warrants.

Previous report

Our Securities not currently eligible for sale under Rule 144 and any future sales of our securities may be adversely affected by our failure to file all reports required by the Exchange Act.()***

Previous report

Rule 144 as promulgated under the Securities Act is not available for the resale of securities initially issued by a shell company (reporting or non-reporting) or a former shell company, unless certain conditions are satisfied. We are a former shell company. As a result, our securities cannot be resold under Rule 144 unless certain conditions are met. These conditions are:

Previous report

As discussed above, our Current Report on Form 8-K filed with the SEC on June 4, 2025 contained Form 10 information reflecting our status as an entity that is no longer a shell company, but one year must elapse from the filing date of that Current Report in order for our securities to be eligible for sale under Rule 144, provided the other conditions set forth above and in Rule 144 are satisfied. No assurance can be provided that we will be compliant with these conditions. If after one year has elapsed from the filing date of the Current Report we, as a former shell company, ever fail to file all reports and other materials required to be filed by Section 13 or 15 (d) of the Exchange Act, as applicable, during the preceding 12 months, our securities will not be eligible to be resold under Rule 144. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it may be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Additionally, moving forward, our status as a former shell company could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless.

Previous report

Assuming we continue to meet the former shell company requirements of Rule 144 as discussed above, and following the one year anniversary of the date we have filed Form 10 information with the SEC, in general any restricted shares of common stock we issue or sell in the future will be eligible for sale pursuant to Rule 144 six months after issuance and payment in full for such shares, to the extent we continue to file periodic reports under the Exchange Act.

Previous report

We will need to raise additional funding to fulfill our obligations under the IBM agreements, which may not be available on favorable terms, or at all.()*

Previous report

We are required to make payments to IBM 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 well as reimburse certain travel, living, and other expenses. The most likely source of these funds 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 report

We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our common stock decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans. Substantial additional funds will still be required if we are to reach our goals that are outlined in this Report. Obtaining additional financing contains risks, including:

Previous report

● additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders;

Previous report

● loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors;

Previous report

● the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and

Previous report

● if we fail to obtain required additional financing to pay amounts to IBM, IBM may terminate its agreements with us, we may be unable to grow our business, we will need to delay or scale back our business plan, and/or reduce our operating costs, each of which would have a material adverse effect on our business, future prospects, and financial condition.

Previous report

In addition, pursuant to the Commitment Agreement, we may be required to pay IBM a performance bonus equal to between 2% and 2.5% of net revenues generated from our arrangements with IBM, minus costs from IBM, but not other expenses or costs of such revenues, which may be significant. If we do not generate sufficient revenues, we may need to raise additional funds to satisfy these obligations. Additional funding may not be available on favorable terms or at all, and the failure to obtain necessary funding could adversely affect our business, financial condition, results of operations, and prospects.

Previous report

The success of our transactions with IBM are uncertain and may not produce the anticipated benefits.()*

Previous report

The outcomes of our agreements with IBM, including the development of the A.I. Model and other services under SoW 1, are subject to significant uncertainties, including technical, operational, and market risks. We may not be able to generate sufficient revenues from the A.I. Model or other services to achieve our business objectives or justify the expenditures under the agreements. As a result, the anticipated benefits of these arrangements, including new revenue streams and strategic advantages, may not be realized, which could adversely affect our business, financial condition, and results of operations.

Previous report

Our obligations under the IBM agreements may require substantial management attention and resources.()*