Agassi Sports Entertainment Corp.

Filed Jul 31, 2026.

About this filing

A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.

period unavailable · Filed Jul 31, 2026

AASPStored price and day change unavailable

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Contents

Cautionary Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements under the federal securities laws. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this prospectus, including those incorporated by reference into the section entitled “Risk Factors” herein.

Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this prospectus. These factors include:

●	our limited operating history, history of losses and lack of experience in certain aspects of our business, including the court sports industry;
●	our ability to continue as a going concern and to generate sufficient revenues to achieve and sustain profitability;
●	our need for additional capital to fund operations and satisfy obligations, including under agreements with the IBM Parties (defined below), the availability and terms of such financing and potential dilution to existing stockholders;
●	our ability to execute our business plan, including the development, launch and commercialization of our planned platform and mobile application, the timing and costs associated therewith and the extent to which we generate revenues from such initiatives;
●	the anticipated benefits of our arrangements with the IBM Parties and the extent to which such benefits are realized, as well as the demands such arrangements place on our management and resources;

●	the acceptance by consumers of our products and services and their willingness to adopt and pay for our offerings;
●	the size, growth and development of the markets in which we operate, including pickleball and padel, and for our planned platform and application;
●	our ability to compete effectively in a highly competitive and evolving industry and to respond to changes in market conditions and consumer preferences;
●	the impact of general economic, financial and business conditions, including inflation, interest rates, tariffs, trade policies, economic slowdowns or recessions and geopolitical events, on discretionary spending and demand for our products, services and events;
●	our ability to successfully plan, launch and operate events, including the planned World Series of Pickleball, including securing venues, obtaining permits, attracting sponsorships, partners and participants, and managing operational and logistical challenges;
●	risks related to injuries, accidents, security incidents or other liabilities arising from our operations or events and the adequacy of our insurance coverage;
●	disruptions to our information technology systems, cybersecurity threats and unauthorized access to data, and the resulting operational, legal and reputational risks;
●	risks associated with our use of artificial intelligence technologies, including regulatory, operational, reputational and competitive risks;
●	our ability to attract, retain and manage key personnel and to effectively manage our growth, including increased operational scale and complexity;
●	our ability to protect our intellectual property and avoid infringing on the intellectual property rights of others;
●	our ability to establish and maintain brand recognition and customer loyalty;
●	changes in laws, regulations and regulatory requirements applicable to our business;
●	corporate governance risks and risks related to being a public company, including increased costs and compliance obligations;
●	the concentration of ownership of our securities and its impact on corporate decision-making;
●	the market price and liquidity of our common stock; and
●	other risk factors included under “Risk Factors” below.

Any forward-looking statements in this prospectus reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. All forward-looking statements included herein speak only as of the date of this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements above. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.