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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): August 6, 2026
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.
USTA
Commercial Agreement
On
August 6, 2026, we entered into a Commercial Agreement (the “USTA Agreement”) with United States Tennis Association
Incorporated, for itself and on behalf of USTA Coaching, Inc. (collectively, “USTA”). Pursuant to the USTA Agreement,
USTA agreed to provide us the use of certain proprietary training content, coaching materials, training methodologies, curricula, coaching
philosophies (including the USTA American Development Model for Tennis (ADM)), educational resources, and related materials developed
by or on behalf of USTA or licensed thereto (collectively, the “USTA Content”), for use in our planned AI-powered
coaching, swing analysis, and tailored equipment recommendation mobile application (the “App”), solely in order to
train and fine-tune the App’s AI model to (i) direct users of the App in accordance with USTA’s coaching philosophy, including
the ADM, and (ii) surface available resources offered by USTA programs, learning management system, and the USTA certification pathway
(collectively, the “Permitted Purpose”).
USTA
also agreed to promote the App four times to its members and platform users and to grant us a limited, non-transferable, revocable license
to use the USTA Content, for the Permitted Purpose, subject to certain customary restrictions set forth in the USTA Agreement.
The
USTA Agreement includes trademark and brand licensing rights from USTA to the Company, subject to the restrictions and requirements set
forth in the USTA Agreement; requirements for USTA to make promotional communications regarding the App; and requires us to use commercially
reasonable efforts to maintain the availability of the App for end-users.
In
consideration for agreeing to enter into the USTA Agreement and agree to the terms thereof, we agreed to make Darren Cahill, former professional
tennis player and coach and our consultant, available to speak at USTA’s Coaches Open event to be conducted on or about August
27, 2026, and Andre Agassi, 8-time Grand Slam winner, and the Company’s largest beneficial stockholder, available to speak at a
future event; agreed to provide USTA a fixed number of complementary subscriptions to the App, and to provide an agreed upon discount
on yearly subscriptions to the App from USTA members and USTA coaches during the term of the agreement; and to share a fixed percentage
of net revenues that we generate through the App from USTA members and USTA coaches, net of platform and application fees, and adjusted
for chargebacks and refunds.
The
agreement includes customary intellectual property ownership and prohibition provisions; audit rights for USTA; confidentiality obligations
of the parties; representations and warranties of the parties; and mutual indemnification rights, subject to certain limitations of liabilities
and caps on liabilities.
The
USTA Agreement has a term of three years, and can be terminated prior to that by either party for cause, provided the non-breaching party
provides the other 60 days after written notice of any such event relating to a for cause termination and the non-breaching party does
not cure such breach within such 60 day period, and can also be terminated immediately by USTA in the event of (i) our unauthorized use
of the USTA Content, (ii) the occurrence of a material security incident caused by our failure to comply with certain of our obligations
under the agreement, (iii) our breach of the agreement’s prohibitions on reverse engineering and secondary use of the USTA Content,
or (iv) our agreement to use commercially reasonable efforts to make the App available to users. Additionally, either party may terminate
the agreement upon the other party’s insolvency or entry into bankruptcy.
Under
the terms of the agreement, the license provided by USTA to use the USTA Content expires upon termination of the Agreement and the Company
is required, within 30 days of termination of the USTA Agreement, to return to USTA or certify in writing the secure destruction of all
copies of USTA’s proprietary content in the Company’s possession, including copies on backup media, development environments,
and other systems. Separately, upon termination of the USTA Agreement, the Company must, within 180 days (subject to extension for technical
complexity), use commercially reasonable efforts to implement technical measures intended to reduce the continued influence of USTA’s
content on any AI model it operates, selecting from options such as retraining, fine-tuning reversal, machine unlearning, or exclusion
of the data from future training runs. However, the agreement expressly acknowledges that AI models may retain residual effects from
previously ingested data and that complete removal or verification of such removal is not currently technically feasible.
Mr.
Cahill and Mr. Agassi also entered into an Agreement for Speaker Services with USTA on August 6, 2026, setting forth the requirements
on their speaker services to be provided pursuant to the USTA Agreement.
The
description of the USTA Agreement above is not complete and is qualified in its entirety by the copy of the USTA Agreement attached,
which is incorporated by reference into this Item 1.01 in its entirety by reference.
Item
7.01 Regulation FD Disclosure.
The
Company plans to release a press release announcing the
entry into the USTA Agreement on August 11, 2026, a
copy of which press release is furnished herewith as Exhibit 99.1 and is incorporated
into this Item 7.01 by reference.
The
information contained in Item 7.01 of this Current Report (and including Exhibit 99.1 hereto) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
The
press release furnished as Exhibit 99.1 to this Current Report on Form 8-K contains forward-looking statements within the meaning
of the federal securities laws. These statements are based on the Company’s current expectations and involve known and unknown
risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not
to place undue reliance on any forward-looking statements, which speak only as of the date made. Factors that could cause actual results
to differ materially are described in the press release and in the Company’s filings with the Securities and Exchange Commission,
including under the headings “Forward-Looking Statements,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s periodic and current reports,
including its most recent Form 10-K and 10-Q, filed with the SEC and available at http://www.sec.gov. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| 10.1#♦* |
|
Commercial Agreement dated August 6, 2026, by and between United States Tennis Association Incorporated, a New York not-for-profit corporation, for itself and on behalf of USTA Coaching, Inc. and Agassi Sports Entertainment Corp. |
| 99.1** |
|
Press
release dated August 11, 2026 |
| 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: August 10, 2026 |
Name: |
Ronald S. Boreta |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1

Agassi
Sports Entertainment and USTA Coaching, Inc. Announce Multi-Year Collaboration To Modernize Tennis Instruction Through ASE’s Digital
Coaching Platform
Collaboration
integrates USTA Coaching philosophy and methodology into ASE’s AI-powered coaching platform, delivering exclusive benefits to the
USTA Coaching and USTA member community
Renowned
tennis coach and ASE advisor Darren Cahill to headline USTA Coaching’s inaugural “Coaches Open” conference in New York
this August ahead of US Open
LAS
VEGAS (August 11, 2026) — Agassi Sports Entertainment Corp. (OTC: AASP) (“ASE” or the “Company”), a sports,
media, and technology platform focused on the global racket sports ecosystem and built around the iconic brands of Andre Agassi and Stefanie
Graf, today announced a multi-year commercial agreement with the United States Tennis Association Incorporated (“USTA”),
together with USTA Coaching, Inc., an affiliated entity established by the USTA to elevate and support the coaching community nationwide.
Through the agreement, USTA Coaching’s established content, philosophy, and methodology will be integrated into the digital coaching
platform ASE is currently developing in collaboration with IBM. The collaboration represents a significant step in ASE’s strategy
to deliver technology-enabled coaching experiences while expanding access to high-quality instruction and creating new ways to support
players and coaches.
Additionally,
legendary tennis coach and ASE advisor Darren Cahill will headline the upcoming USTA Coaching “Coaches Open” conference,
taking place in New York City on August 25-27. Cahill, one of the most accomplished coaches in tennis, ASE advisor, and current coach
of No.1 ranked Jannik Sinner, will participate in an on-stage conversation and will meet with conference attendees. The Coaches Open
is a three-day flagship event at the NY Hilton Midtown, where more than 500 professional coaches will gather for keynote speeches, professional
development, and go to Louis Armstrong Stadium for on-court demos. Cahill’s participation highlights the collaboration between
ASE and USTA Coaching and the shared vision of using innovation and education to support coaches and players at every level.
“Great
coaching can change a player’s trajectory, but too often that guidance isn’t available when and where people need it,”
said Andre Agassi, Co-Founder of Agassi Sports Entertainment. “By working with USTA Coaching, we’re bringing trusted coaching
principles into a platform that can support players every day, while helping connect them to the broader coaching ecosystem.”
Under
the agreement, USTA Coaching will provide proprietary coaching curriculum, educational content, and American Development Model (ADM)
programming to inform ASE’s coaching platform and future product roadmap. The collaboration is designed to deliver instruction
aligned with USTA Coaching’s approach, helping players connect with certified coaches, programs, and educational resources in new
ways. USTA Coaching community members, as well as USTA membership, will receive exclusive subscription benefits.
USTA
Coaching’s “Pro” and “Pro Plus” community members will have complimentary access to ASE’s coaching
platform upon launch, with discounted pricing anticipated for eligible adult USTA members. In addition, USTA Coaching and ASE plan to
explore further USTA Coaching community member benefits, exclusive offers, and collaborative initiatives that support coaches and players
across USTA Coaching and the broader USTA membership base.
“Coaches
are central to the long-term success and enjoyment of players at every stage of the journey,” said Craig Morris, Chief Executive
Officer of USTA Coaching. “Our relationship with Agassi Sports Entertainment is expected to allow us to introduce more players
to the principles of the American Development Model in a modern, engaging format while reinforcing the value of coach education and certification.
We’re also thrilled to welcome Darren Cahill to our first Coaches Open as we bring the coaching community together around the future
of the game. He is an icon in the coaching community and we know his experience and insight will be incredibly valuable for attendees.”
“This
relationship brings together two complementary strengths: USTA Coaching’s deep expertise in coach education and player development,
and ASE’s plans to deliver personalized guidance through technology,” said Ron Boreta, Chief Executive Officer of Agassi
Sports Entertainment. “It reflects our broader strategy of building strong, long-term partnerships across the tennis ecosystem,
and lays important groundwork for the products and experiences we plan to bring to market in the future.”
About
Agassi Sports Entertainment Corp.
Agassi
Sports Entertainment Corp. (OTC: AASP) is a sports entertainment, content, media, and technology company focused on developing products,
platforms, and experiences across racket sports. The Company seeks to collaborate with leading global brands and iconic athletes to drive
participation and engagement and to enhance long-term shareholder value. For more information about Agassi Sports Entertainment, visit
www.agassisports.com.
About
USTA Coaching
USTA
Coaching, Inc., established by the USTA and launched in August 2025, is a national platform created to support, elevate and expand the
tennis coaching community across the United States. It offers tiered benefits for coaches at every level - from professional instructors
and high school coaches to parents, teachers and volunteers. With a modern approach to certification, flexible education pathways and
access to exclusive tools and benefits, USTA Coaching is redefining who gets to lead on the court. By empowering more people to coach,
USTA Coaching ensures that as demand for tennis grows, so does the community of skilled, diverse and well-equipped leaders guiding the
game forward. To learn more visit USTACoaching.com.
About
the USTA
The
USTA is the national governing body for the sport of tennis in the U.S. and the leader in promoting and developing the growth of tennis
at every level- from local communities to the highest level of the professional game. A not-for-profit organization, it invests 100 percent
of its proceeds in growing the game. It owns and operates the US Open, one of the highest-attended annual sporting events in the world,
along with more than 100 Pro Circuit events throughout the U.S., and selects the teams for Davis Cup, Billie Jean King Cup, and the Olympic
and Paralympic Games. The USTA’s philanthropic entity, the USTA Foundation, provides grants and scholarships in addition to supporting
tennis and education programs nationwide to benefit under-resourced youth through the national Junior Tennis & Learning (NJTL) network.
For more information about the USTA, go to USTA.com or follow the official accounts on Facebook, Instagram, Twitter (X) and TikTok.
Investor
Contact:
FNK
IR – Matt Chesler, CFA / Rob Fink
investors@agassisports.com