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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 31, 2025
AGASSI SPORTS ENTERTAINMENT CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada |
|
000-24970 |
|
88-0203976 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
1120 N. Town Center Dr #160 Las Vegas, NV |
|
89144 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (702) 400-4005
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
|
[ ] |
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
|
[ ] |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
|
[ ] |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
[ ] |
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section
12(b) of the Act: None.
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material
Definitive Agreement.
Partnership Agreement for Consulting Services
On October 31, 2025, Agassi Sports Entertainment Corp.
(the “Company,” “us,” “we,” or “our”), entered into
a Partnership Agreement for Consulting Services (the “Services Agreement”)
and a Commitment Agreement (the “Commitment Agreement”) with IBM Norge
AS (“IBM”). Pursuant to the Services Agreement, IBM will provide us certain
consulting services to be described in one or more statements of work. The first statement of work, entered into
simultaneously with the Services Agreement (“SoW 1”), provides for IBM to
create a website, mobile application, e-commerce, and A.I.-powered video analysis model for the Company (the
“A.I. Model”) designed to serve the racquet sports community and create
multiple revenue streams between November 1, 2025 and June 30, 2026, in
exchange for a total payment of $2,134,716, 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. We are also required to reimburse certain
travel expenses, living expenses, and reasonable expenses incurred by IBM in
connection with the services provided under SoW 1.
Pursuant to the Commitment Agreement, once the mobile
application is launched and based on revenue projections provided by IBM, the
Company is obligated to purchase
additional services from IBM Consulting, a business unit of IBM, over a
period beginning on or before June 30, 2026 and ending on October 31, 2030 (the
“Commitment Period”). As
additional consideration for IBM’s investment in providing the services under
the Commitment Agreement, IBM will receive a performance bonus of between 2 and
2.5% (depending on the phase of services provided) of the Company’s net revenue
derived from its agreements with IBM, minus costs from IBM. We have also agreed
to discuss in good faith a possible appearance by Andre K. Agassi, our namesake
and significant shareholder, at IBM, subject to Mr. Agassi’s approval. Additionally, IBM has agreed to
provide us $2,953,000 in investments, including amounts provided in kind and in
reduced rates, which is an IBM Consulting investment and not a cash investment,
and IBM is not receiving any equity in the Company.
We have the right to terminate each of the Commitment
Agreement and SoW 1 for convenience upon three months’ prior written notice to
IBM, but any such termination will not be effective before the six-month
anniversary of our entry into such agreement.
In addition, if we terminate the Commitment Agreement for convenience,
we must pay IBM a fee.
The A.I. Model
being built by IBM Consulting pursuant to the engagement discussed above will
be owned by the Company.
The foregoing description of the Service Agreement, Commitment
Agreement, and SoW 1 does not purport to be complete and is qualified in its
entirety by reference to the full text of the Service Agreement, Commitment
Agreement, and SoW 1 filed with this Current Report on Form 8-K as Exhibits 10.1
10.2, and 10.3, respectively, and incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure
On November 5,
2025, the Company and IBM issued a press release announcing
the transactions discussed above, a copy of which press release is
furnished herewith as Exhibit 99.1 and is incorporated
into this Item 7.01 by reference.
In accordance with
General Instruction B.2 of Form 8-K, the information under this item and Exhibit 99.1 shall
not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a filing. This
report will not be deemed an admission as to the materiality of any information
required to be disclosed solely to satisfy the requirements of Regulation FD.
Item
9.01 Financial Statements and Exhibits.
Exhibit No. |
|
Exhibit
Description |
10.1*#
♦
|
|
Partnership
Agreement for Consulting Services dated
October 31, 2025, by and between Agassi Sports Entertainment Corp. and IBM Norge AS |
10.2*# |
|
Commitment
Agreement dated October 31, 2025, by and between Agassi Sports Entertainment
Corp. and IBM Norge AS |
10.3*#
♦
|
|
Statement
of Work 1 (SOW 1) – Agassi Digital Transformation Partner, dated October 31,
2025, by and between Agassi Sports Entertainment Corp. and IBM Norge AS |
99.1** |
|
Press
release dated November 5, 2025 |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Filed herewith.
**
Furnished herewith.
# Certain confidential portions of this Exhibit
were omitted by means of marking such portions with brackets (“[***]”) because
the identified confidential portions (i) are not material and (ii) the Company
customarily and actually treats that information as private or confidential.
♦ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to
the SEC upon request; provided, however, that the Company may request confidential treatment pursuant
to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
Agassi Sports
Entertainment Corp. |
|
|
|
|
By: |
/s/ Ronald S.
Boreta |
|
|
|
Date: November
5, 2025 |
Name: |
Ronald S. Boreta |
|
Title: |
Chief Executive
Officer |
