Agassi Sports Entertainment Corp. (AASP) filed a Form D notice for an exempt private equity offering under Regulation D, claiming the Rule 506(b) exemption. The company is a Nevada corporation, incorporated over five years ago, and reports having no revenues in its size classification.
The notice reports equity securities sales totaling $900,000, with $3,100,000 remaining unsold, and states that the offering has closed. No finders' fees were paid. The first sale occurred on March 16, 2026, and President and CEO Ronald Boreta signed the filing on behalf of the issuer.
Agassi Sports Entertainment Corp. (AASP) has filed a prospectus supplement covering 13,981,982 shares of common stock, updating its Form S-1 with its Form 10-Q for the quarter ended June 30, 2026 and correcting disclosure about a Nevada 78.0296 Defective Corporate Act Ratification. The board ratified historical share issuances, a 2025 warrant grant and past director appointments under NRS 78.0296, and states these actions are now valid as of their original dates.
For the six months ended June 30, 2026, AASP reported a net loss of $2,794,060, driven by operating expenses of $2,794,060, including significant stock-based compensation and investment in its AI-powered racket-sports platform. Total assets rose to $4,665,391, mainly from a $2,271,547 intangible asset and $2,294,039 of software development in progress, funded largely by $2,145,000 in equity financing.
Despite this, liquidity is tight: cash was $74,196 and current liabilities $2,038,746, with current liabilities exceeding current assets by $1,962,523 and about $767,000 remaining payable to IBM-related parties. Management discloses that these conditions raise substantial doubt about AASP’s ability to continue as a going concern over the next year absent additional financing.
Agassi Sports Entertainment Corp. is registering the resale of up to 13,981,982 shares of common stock by existing holders, including 10,694,606 outstanding shares and 3,287,376 shares issuable upon warrant exercise. The company is not selling shares and will receive no proceeds from these resales, other than any cash paid to exercise warrants. Until quotation on OTCQB/OTCQX or a national exchange, selling shareholders plan to sell at a fixed price of $6.40 per share; the last reported OTCID sale on August 12, 2026 was $6.30. Agassi Sports aims to build an AI-powered racket-sports platform and events portfolio (including the planned World Series of Pickleball and “Let’s Play” facilities), but currently has no revenues, a working capital deficit, substantial IBM payment and cloud-commitment obligations, and a going-concern warning, and expects to need significant additional capital.
Agassi Sports Entertainment Corp. reported a net loss of $2.8 million for the six months ended June 30 2026, compared with a $2.0 million loss a year earlier, driven mainly by higher general and administrative costs, stock-based compensation and investment in software development.
Total assets rose to $4.7 million from $0.8 million at year-end 2025, largely from capitalized software development of $2.29 million and intangible assets of $2.27 million, including the “World Series of Pickleball” trademark and licensed name-and-likeness rights. Cash was $74,196, with current liabilities exceeding current assets by $1.96 million.
The company discloses substantial doubt about its ability to continue as a going concern, citing recurring losses, limited cash, and about $767,000 of remaining scheduled payments to IBM for its AI-powered racket sports platform and app. It raised $2.15 million from equity issuances during the first half and later obtained an additional $1.0 million convertible note and $125,000 equity, but management concludes these plans do not yet alleviate going concern risk.
Agassi Sports Entertainment Corp. has filed an amended registration statement covering the resale of up to 13,981,982 shares of common stock by existing securityholders, including 10,694,606 outstanding shares and 3,287,376 shares issuable upon warrant exercise. The company is not selling any shares and will receive no proceeds from these resales, other than potential cash proceeds if warrants are exercised. Until an uplisting or higher-tier OTC quotation occurs, selling shareholders plan to offer shares at a fixed price of $6.40 per share.
The business strategy centers on an AI-powered racket sports platform and app developed with IBM, an e‑commerce site launched in July 2026, a planned World Series of Pickleball event, and a global “Let’s Play” pickleball and padel facilities initiative. The company highlights extensive name-and-likeness and brand partnerships with Andre Agassi, Darren Cahill and Stefanie Graf. However, it reports a working capital deficit of $873,810 as of March 31, 2026, significant obligations to IBM totaling over $2.1 million under service agreements plus minimum cloud spend commitments of $3.8 million, and accumulated deficits exceeding $42.1 million, raising substantial doubt about its ability to continue as a going concern without additional financing.
Agassi Sports Entertainment Corp. entered into a three-year Commercial Agreement with the United States Tennis Association and USTA Coaching, Inc. to use proprietary USTA coaching content in an AI-powered coaching, swing analysis, and equipment recommendation mobile app. USTA grants a limited, non-transferable, revocable license to its curricula, methodologies, American Development Model, and related materials to train and fine-tune the app’s AI model for a defined permitted purpose, and will promote the app four times to its members and platform users, while also providing trademark and brand licensing rights.
In return, the company will make Darren Cahill and Andre Agassi available for USTA events, furnish complimentary and discounted app subscriptions to USTA Coaching community members and USTA members, and share a fixed percentage of net revenues from those users. The agreement includes audit rights, confidentiality, mutual indemnification, and multiple termination rights, including immediate termination by USTA for specified misuse or security incidents. Upon termination, the company must delete or return USTA content within 30 days and, within 180 days, use commercially reasonable efforts to reduce the influence of USTA data on its AI models, while acknowledging that complete removal is not currently technically feasible. A related press release describing the collaboration and Cahill’s participation in USTA Coaching’s Coaches Open conference is furnished under Regulation FD.
Agassi Sports Entertainment Corp. informed stockholders that its board has ratified certain past stock issuances, director appointments, and a warrant grant under NRS 78.0296, after determining it could not locate formal written consents or minutes documenting those actions.
The company described historical issuances of common stock between 2002 and 2017 to entities, insiders, a former director, and employees, plus a 2025 warrant for up to 50,000 shares at an exercise price of $6.30 per share granted to a service provider. By adopting ratifying resolutions and providing this notice, these “Defective Corporate Acts” are validated and deemed effective as of their original dates, the related shares are deemed validly issued, fully paid, and non-assessable, and claims that they are void or voidable due to a failure of authorization are extinguished.
Agassi Sports Entertainment Corp. describes the launch of its global “Let’s Play” pickleball and padel platform initiative, which seeks to build a leading network of clubs through potential acquisitions, strategic partnerships, collaborations and franchising opportunities.
The company has updated its investor presentation to reflect this initiative and is furnishing it as Exhibit 99.1. The presentation and related statements are identified as forward-looking and subject to risks and uncertainties discussed in the presentation and in the company’s Form 10-Q for the quarter ended March 31, 2026 and Form 10-K for the year ended December 31, 2025.
Agassi Sports Entertainment Corp. launched its global “Let’s Play” pickleball and padel platform initiative, aiming to build a leading network of clubs worldwide through potential acquisitions, strategic partnerships, collaborations and franchising opportunities. The strategy expands its racket sports platform across events, media, technology and destination-based facilities.
Initial international efforts are expected to focus on Germany and Australia, with Stefanie Graf and Darren Cahill helping lead initiatives and advising on facility design, programming, player development and regional strategies. The company is in the beginning stages of discussions with facility operators, developers and strategic partners but has not acquired any facilities, entered definitive acquisition agreements, or formed strategic, collaboration or franchising agreements to date.
The company notes that these plans are forward-looking and subject to significant risks, including the availability of suitable targets and capital, its limited operating history and lack of significant revenues, intense competition, dependence on key personalities such as Andre Agassi, Stefanie Graf and Darren Cahill, broader economic conditions, technology and cybersecurity risks, operational risks around future facilities and events, and its ability to satisfy Nasdaq’s quantitative listing standards.