STOCK TITAN

Agassi Sports: Andre Agassi reports 23.3% stake

The related-party note converts automatically only in a new-money financing producing gross proceeds of not less than $3,000,000 before July 27, 2027.

(High)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Agassi Sports Entertainment Corp. reports updated beneficial ownership, including reporting person Andre K. Agassi’s 3,291,398 shares (23.3%), which includes 1,000,000 shares issuable under Brand Partner Stefanie Graf’s warrants. Investments AKA, LLC reported beneficial ownership of 2,291,398 shares (17.5%), held directly and through its wholly owned ASI Group, LLC. Agassi’s reported total includes those same shares, so the figures are not additive.

The company entered into a $1,000,000 convertible promissory note with Investments AKA on July 28, 2026. The note accrues interest at 3.96% per annum, compounded semi-annually, and automatically converts at the new-money investors’ price in the next financing producing gross proceeds of not less than $3,000,000. If no such financing occurs before July 27, 2027, principal and accrued unpaid interest are due at maturity; the default rate is 10% per annum.

Investments AKA exercised 705,417 warrants cashlessly on February 6, 2026, and received 651,231 shares after 54,186 warrant shares were forfeited to satisfy the exercise price. It also purchased 1,000 shares for $4.50 each on February 24, 2026, and 50,000 restricted shares for $250,000 on April 28, 2026.

Positive

  • None.

Negative

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Filing Explained

The filing includes all 1,000,000 Graf warrant shares in the reported beneficial ownership, although only one half is exercisable now; the remaining half becomes exercisable on October 31, 2026, and the warrant shares have not yet been issued.

Andre K. Agassi beneficial ownership 3,291,398 shares 23.3% of the class; includes 1,000,000 shares issuable upon exercise of Graf Warrants.
Investments AKA beneficial ownership 2,291,398 shares 17.5% of the class.
Graf Warrants underlying shares 1,000,000 shares Warrants granted to Stefanie Graf.
Graf Warrants exercise price $5.50 per share Exercise price for the Graf Warrants.
AKA Convertible Note original principal $1,000,000 Note entered into on July 28, 2026.
AKA Convertible Note interest rate 3.96% per annum Compounded semi-annually.
AKA Convertible Note default interest rate 10% per annum Accrues following an event of default.
Next Equity Financing gross-proceeds threshold $3,000,000 Required for automatic conversion.
cashless basis financial
"AKA exercised the Warrants on a cashless basis"
An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.
Graf Warrants financial
"purchase 1,000,000 shares of the Issuer’s Common Stock"
Convertible Promissory Note financial
"in the original principal amount of $1,000,000 with AKA"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Next Equity Financing financial
"gross proceeds to the Company of not less than $3,000,000"
piggyback registration rights financial
"The Subscription Agreement included customary representations and warranties"
A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many AASP shares does Andre K. Agassi beneficially own?

Andre K. Agassi reported beneficial ownership of 3,291,398 shares, or 23.3% of the class. The amount includes 1,000,000 shares issuable upon exercise of Stefanie Graf’s warrants; Agassi participates in decisions regarding those warrants and any shares acquired through exercise.

What are the conversion terms of AASP’s note held by Investments AKA?

The $1,000,000 note automatically converts into securities issued to arm’s-length, new-money investors in the next sale, or related series of sales, producing gross proceeds to the company of not less than $3,000,000. Conversion is at the price those investors pay in cash. If no such financing occurs before July 27, 2027, principal and accrued unpaid interest are due.

When can Stefanie Graf exercise her AASP warrants?

The warrants cover 1,000,000 shares at $5.50 per share. They are exercisable as to one half immediately, on November 22, 2025, and as to the remaining half on October 31, 2026. Their five-year term runs through October 31, 2030.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates





379413107

(CUSIP Number)
Shawn Cable
1120 N. Town Center Drive Ste. 160,
Las Vegas, NV, 89144
702-866-2912

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/28/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
(13) Percentage ownership is based on 13,096,824 shares of Common Stock of the Issuer outstanding as of August 12, 2026, as set forth on the cover page of the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on August 14, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
(13) Percentage ownership is based on 13,096,824 shares of Common Stock of the Issuer outstanding as of August 12, 2026, as set forth on the cover page of the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on August 14, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
(13) Percentage ownership is based on 13,096,824 shares of Common Stock of the Issuer outstanding as of August 12, 2026, as set forth on the cover page of the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on August 14, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
(13) Percentage ownership is based on 13,096,824 shares of Common Stock of the Issuer outstanding as of August 12, 2026, as set forth on the cover page of the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on August 14, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
(8)(10)(11) Includes 1,000,000 shares of Common Stock issuable upon exercise of the Graf Warrants, which are fully exercisable within 60 days of the date of this Schedule 13D, as discussed below. (13) Percentage ownership is based on 13,096,824 shares of Common Stock of the Issuer outstanding as of August 12, 2026, as set forth on the cover page of the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on August 14, 2026, together with the issuance of 1,000,000 shares of Common Stock upon exercise of the warrants to purchase 1,000,000 shares of Common Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
(8)(10)(11) Represents 1,000,000 shares of Common Stock issuable upon exercise of the Graf Warrants, which are exercisable within 60 days of the date of the filing of this Schedule 13D, as discussed below. (13) Percentage ownership is based on 13,096,824 shares of Common Stock of the Issuer outstanding as of August 12, 2026, as set forth on the cover page of the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on August 14, 2026, together with the issuance of 1,000,000 shares of Common Stock upon exercise of the warrants to purchase 1,000,000 shares of Common Stock.


SCHEDULE 13D


INVESTMENTS AKA, LLC
Signature:/s/ Andre K. Agassi
Name/Title:Andre K. Agassi, Manager
Date:09/24/2026
AGASSI VENTURES, LLC
Signature:/s/ Andre K. Agassi
Name/Title:Andre K. Agassi, Manager
Date:09/24/2026
ANDRE AGASSI TRUST
Signature:/s/ Andre K. Agassi
Name/Title:Andre K. Agassi, Trustee
Date:09/24/2026
ASI GROUP LLC
Signature:/s/ Andre K. Agassi
Name/Title:Andre K. Agassi, Manager
Date:09/24/2026
AGASSI ANDRE K
Signature:/s/ Andre K. Agassi
Name/Title:Andre K. Agassi
Date:09/24/2026
Graf Stefanie M
Signature:/s/ Stefanie Graf
Name/Title:Stefanie Graf
Date:09/24/2026

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