{"url_path":"/sec/aasp/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/930245/0001472375-26-000143-index.html","accession_number":"0001472375-26-000143","cik":"0000930245","ticker":"AASP","issuer_name":"Agassi Sports Entertainment Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/930245/0001472375-26-000143-index.html","primary_entity_key":"0000930245","primary_entity_name":"Agassi Sports Entertainment Corp."},"word_count":1247,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds**\n\n \n\n*Unregistered Sales of Equity Securities*\n\n* *\n\nThere have been no sales of unregistered\nsecurities during the quarter ended March 31, 2026 and from the period from April\n1, 2026 to the filing date of this Report that have not previously been\ndisclosed in a Current Report on Form 8-K, except as discussed below:\n\n \n\nOn February 6, 2026, the Company\nissued an aggregate of 19,223 shares of common stock of the Company to an\nindividual upon the conversion (effective December 31, 2024), of all principal\nand interest due under a $7,500 convertible promissory note dated September 30,\n2024, held by the individual as of December 31, 2024, and pursuant to the\nconversion rights set forth in such convertible promissory note, including a conversion\nprice of $0.40 per share. We claim an exemption from registration provided by\nSection 3(a)(9) of the Securities Act for the conversion of the convertible\nnote and the issuance of the conversion shares, as the securities were\nexchanged by us with our existing security holder in a transaction where no\ncommission or other remuneration was paid or given directly or indirectly for\nsoliciting such exchange.\n\n \n\nOn March 30, 2026, the Company\nentered into a Subscription Agreement with an accredited investor (the “Investor”),\npursuant to which the Investor purchased an aggregate of 50,000 shares of\nrestricted common stock from the Company, for $5.00 per share, or a total of\n$250,000. The Subscription Agreements included customary representations and\nwarranties of the Investor and the Company. The Subscription Agreement also\nprovided the Investor three year piggyback registration rights. Pursuant to a\nside letter entered into with the Investor at the time of the subscription, the\nInvestor was also granted demand registration rights, in the event that the\nshares purchased by the Investor were not already registered under the\nSecurities Act or available for sale under Rule 144 one year from the date of\nthe sale, and we also granted the Investor first opportunity rights with\nrespect to the sale of pickleball equipment at World Series of Pickleball\nevents, the specific terms of which will be negotiated in good faith by the\nparties and a free basic sponsorship placement in the Company’s inaugural World\nSeries of Pickleball event, which the Company expects to occur next year. The\nCompany claims an exemption from registration for the issuance of the shares to\nthe Investor pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the\nSecurities Act, since the offer and sale of such shares did not involve a\npublic offering and the recipient was an “accredited investor” and had\naccess to similar information as would be included in a registration statement\nunder the Securities Act. The securities were offered without any general\nsolicitation by us or our representatives. The securities offered have not been\nregistered under the Securities Act and may not be offered or sold in the\nUnited States without registration or an applicable exemption from the\nregistration requirements of the Securities Act. No sales commissions were paid\nin connection with the sales of these securities.\n\n \n\n29\n\n \n\n \n\n  \n\nOn April 16, 2026, the Company entered into a letter agreement with an investor relations firm pursuant to which the firm agreed to provide investor relations services to the Company for an initial term of three months, automatically extending thereafter until either party provides the other at least 30 days’ notice of termination. Pursuant to the agreement, we agreed to pay the service provider $6,000 a month in cash and 19,149 shares of restricted common stock of the Company, issuable 1/4th upon execution of the agreement, which shares the Company is in the process of issuing and the remaining 3/4th of the shares at the rate of 1/3rd of such shares on each of June 30, 2026, September 30, 2026 and December 31, 2026, to the extent the agreement remains in place and the service provider is still providing services to the Company on such dates. The agreement contains customary representations of the parties and confidentiality obligations of the service provider and requires us to indemnify the service provider against certain claims and liabilities in connection with the services, subject to customary exceptions. The Company claims an exemption from registration for the issuance of the shares to the service provider pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the offer and sale of such shares did not involve a public offering and the recipient was an “accredited investor” and had access to similar information as would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. No sales commissions were paid in connection with the sales of these securities.\n\n \n\nOn April 27, 2026, the Company granted warrants to purchase 50,000\nshares of common stock of the Company to a financial advisor in consideration\nfor services agreed to be rendered. The warrants have an exercise price of $5.00\nper share, a term of five years, and cashless exercise rights. The Company claims an exemption from\nregistration for the grant of the warrants pursuant to Section 4(a)(2) and/or\nRule 506 of Regulation D of the Securities Act, since the offer and sale of\nsuch warrants did not involve a public offering and the recipient was an\n“accredited investor” and had access to similar information as would be\nincluded in a registration statement under the Securities Act. The securities\nwere offered without any general solicitation by us or our representatives. The\nsecurities offered have not been registered under the Securities Act and may\nnot be offered or sold in the United States without registration or an\napplicable exemption from the registration requirements of the Securities Act.\nNo sales commissions were paid in connection with the sales of these\nsecurities.\n\n \n\nOn May 9, 2026, the Company entered into a consulting\nagreement with an investor relations consulting service provider which has a\nterm of six months. Pursuant to the agreement, the Company agreed to issue the\nconsultant 60,000 shares of restricted common stock, with 10,000 shares earned\nand issuable each month the agreement is in place. The agreement includes\ncustomary representations and warranties of the parties and confidentiality\nobligations of the consultant, and granted piggyback registration rights to the\nconsultant which remain in place until May 1, 2027. The Company claims an exemption from\nregistration for the issuance of the shares to the consultant pursuant to\nSection 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since\nthe offer and sale of such shares did not involve a public offering and the\nrecipient was an “accredited investor” and had access to similar information as\nwould be included in a registration statement under the Securities Act. The\nsecurities were offered without any general solicitation by us or our\nrepresentatives. The securities offered have not been registered under the\nSecurities Act and may not be offered or sold in the United States without\nregistration or an applicable exemption from the registration requirements of\nthe Securities Act. No sales commissions were paid in connection with the sales\nof these securities.\n\n \n\n*Use of Proceeds From Sale of Registered Securities*\n\n \n\nNone.\n\n \n\n30\n\n \n\n \n\n  \n\n*Purchases of Equity Securities by the Issuer\nand Affiliated Purchasers*\n\n \n\nNone."}