AASP 10-Q Quarter ended Sept. 30, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended September 30, 2025

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________ TO _____________

Commission File Number 000-24970

AGASSI SPORTS ENTERTAINMENT CORP.

(Exact name of registrant as specified in its charter)

Nevada		88-0203976
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1120 N Town Center Drive, Suite 160 Las Vegas , Nevada		89144
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 400-4005

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “ large accelerated filer, ” “ accelerated filer ” and “ smaller reporting company ” and “ emerging growth company ” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth	[ ]

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes  [ ] No [X]

State the number of shares of the issuer’s common stock outstanding, as of the latest practicable date: 9,785,056 shares of common stock are issued and outstanding as of November 4, 2025.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION.	1
PART I – FINANCIAL INFORMATION.	2
Item 1. Financial Statements.	2
Condensed Balance Sheets.	2
Condensed Statements of Operations.	3
Condensed Statements of Cash Flows.	5
Notes to Condensed Financial Statements.	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	24
Item 4. Controls and Procedures.	24
PART II – OTHER INFORMATION.	26
Item 1. Legal Proceedings.	26
Item 1A. Risk Factors.	26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	30
Item 3. Defaults Upon Senior Securities.	31
Item 4. Mine Safety Disclosures.	31
Item 5. Other Information.	31
Item 6. Exhibits.	33

Cautionary Statement Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q (this “ Report ”) contains forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “ anticipate, ” “ believe, ” “ continue, ” “ could, ” “ estimate, ” “ expect, ” “ intend, ” “ may, ” “ ongoing, ” “ plan, ” “ potential, ” “ predict, ” “ project, ” “ should, ” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:

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our lack of a significant operating history;

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the ability of the Company to raise funding to support its operational plans, the terms of such financing and potential dilution caused thereby;

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the ability of the Company to complete the steps necessary to undertake its current operational plan, the costs associated therewith, timing relating thereto, and the ability of the Company to generate revenues associated therewith;

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the concentration of ownership of the Company’s securities;

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the market for the Company’s planned services, including the market for pickleball and padel;

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competition in the Company’s industry;

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current negative operating cash flows and a need for additional funding to finance our operating plans;

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the terms of any further financing, which may be highly dilutive and may include onerous terms;

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increases in interest rates which may make borrowing more expensive and increased inflation which may negatively affect costs, expenses and returns;

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geopolitical events and regulatory changes; and the effect of changing interest rates and inflation, economic downturns and recessions, tariffs and trade wars, declines in economic activity or global conflicts;

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the loss of key personnel or failure to attract, integrate and retain additional personnel;

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corporate governance risks;

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the level of competition in our industry and our ability to compete;

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our ability to respond to changes in our industry;

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our ability to protect our intellectual property and not infringe on others’ intellectual property;

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our ability to scale our business;

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changes in laws and regulations;

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the market for our common stock;

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our ability to effectively manage our growth;

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dilution to existing stockholders;

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costs and expenses associated with being a public company;

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risks of economic slowdowns and recessions;

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changes in inflation and interest rates, supply constraints, and possible recessions caused thereby;

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economic downturns both in the United States and globally;

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risk of increased regulation of our operations; and

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other risk factors included under “Risk Factors” below.

You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

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Part I – Financial Information

Item 1. Financial Statements

Agassi Sports Entertainment Corp.,

formerly Global Acquisitions Corporation

Condensed Balance Sheets

		September 30,			December 31,
		2025			2024
ASSETS		(unaudited)
Current assets:
Cash and cash equivalents	$	515,624		$	2,319,242
Prepaid expenses and other current assets		801,030			38
Total current assets		1,316,654			2,319,280
Property and equipment, net		8,277			9,780
Intangible asset, net		301,436			-
Total assets	$	1,626,367		$	2,329,060
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	67,324		$	46,915
Total liabilities		67,324			46,915
Commitments and contingencies		-			-
Stockholders' equity (deficit):
Preferred stock, $ 0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of both September 31, 2025 and December 31, 2024		-			-
Common stock, $ 0.001 par value, 500,000,000 shares authorized, 9,785,056 and 9,785,056 shares issued and outstanding as of both September 31, 2025 and December 31, 2024		9,785			9,785
Additional paid-in capital		34,444,885			32,410,928
Accumulated deficit		( 32,895,627 )			( 30,138,568 )
Total stockholders' equity		1,559,043			2,282,145
Total liabilities and stockholders' equity	$	1,626,367		$	2,329,060

The accompanying notes are an integral part of these unaudited condensed financial statements.

2

Agassi Sports Entertainment Corp.,

formerly Global Acquisitions Corporation

Condensed Statements of Operations

(Unaudited)

		For the Three Months Ending September 30,						For the Nine Months Ending September 30,
		2025			2024			2025			2024
Operating Expenses:
General and administrative expenses	$	755,899		$	637,013		$	2,757,059		$	670,135
Total operating expenses		755,899			637,013			2,757,059			670,135
Loss from operations		( 755,899 )			( 637,013 )			( 2,757,059 )			( 670,135 )
Total Expense		( 755,899 )			( 637,013 )			( 2,757,059 )			( 670,135 )
Net Loss before provision for income tax		( 755,899 )			( 637,013 )			( 2,757,059 )			( 670,135 )
Net Loss	$	( 755,899 )		$	( 637,013 )		$	( 2,757,059 )		$	( 670,135 )
Weighted average number of common shares outstanding - basic and fully diluted		9,785,056			7,136,898			9,785,056			6,151,048
Net loss per share- basic and fully diluted	$	( 0.08 )		$	( 0.09 )		$	( 0.28 )		$	( 0.11 )

The accompanying notes are an integral part of these unaudited condensed financial statements.

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Agassi Sports Entertainment Corp.,

formerly Global Acquisitions Corporation

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited)

For the Nine Months Ended September 30, 2025 and 2024

	Common Stock		Additional Paid in Capital
				Accumulated Deficit
	Shares	Amount			Total
Balance, December 31, 2023	5,658,123	$ 5,658	$ 28,728,912	$( 29,344,819 )	$( 610,249 )
Net loss		-	-	( 12,911 )	( 12,911 )
Balance, March 31, 2024	5,658,123	$ 5,658	$ 28,728,912	$( 29,357,730 )	$( 623,160 )
Balance, March 31, 2024	5,658,123	$ 5,658	$ 28,728,912	$( 29,357,730 )	$( 623,160 )
Net loss		-	-	( 20,212 )	( 20,212 )
Balance June 30, 2024	5,658,123	$ 5,658	28,728,912	( 29,377,942 )	( 643,372 )
Balance June 30, 2024	5,658,123	$ 5,658	28,728,912	( 29,377,942 )	( 643,372 )
Shares issued pursuant to settlement of due to related parties	1,495,390	1,495	592,175	-	593,670
Stock based compensation	-	-	619,867	-	619,867
Net Loss	-	-	-	( 637,013 )	( 637,013 )
Balances, September 30, 2024	7,153,513	7,153	29,940,954	( 30,014,955 )	( 66,848 )
	Common Stock		Additional Paid in Capital
				Accumulated Deficit
	Shares	Amount			Total
Balance, December 31, 2024	9,785,056	$ 9,785	$ 32,410,928	$( 30,138,568 )	$( 2,282,145 )
Stock-based compensation		-	1,440,777	-	1,440,777
Net loss		-	-	( 1,665,246 )	( 1,665,246 )
Balance March 31, 2025	9,785,056	$ 9,785	$ 33,851,705	$( 31,803,814 )	2,057,676
Balance March 31, 2025	9,785,056	$ 9,785	$ 33,851,705	$( 31,803,814 )	2,057,676
Warrants issued in acquisition of intangibles		-	283,287	-	283,287
Net loss		-	-	( 335,914 )	( 335,914 )
Balance,  June 30, 2025	9,785,056	9,785	34,134,992	( 32,139,728 )	2,005,049
Balance,  June 30, 2025	9,785,056	9,785	34,134,992	( 32,139,728 )	2,005,049
Stock-based compensation	-	-	309,893	-	309,893
Net Loss	-	-	-	( 755,899 )	( 755,899 )
Balances at September 30, 2025	9,785,056	9,785	34,444,885	( 32,895,627 )	1,559,043

The accompanying notes are an integral part of these unaudited condensed financial statements.

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Agassi Sports Entertainment Corp.,

formerly Global Acquisitions Corporation

Condensed Statements of Cash Flows

(Unaudited)

		For the Nine Months Ended
		September 30,
		2025			2024
Cash flows from operating activities:
Net loss	$	( 2,757,059 )		$	( 670,135 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,354			-
Stock-based compensation expense		1,750,670			619,867
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		( 800,992 )			( 37 )
Accounts payable and accrued expenses		( 20,409 )			( 466 )
Due from related party		-			( 38,671 )
Net cash used in operating activities		( 1,778,618 )			( 89,442 )
Cash flows from investing activities:
Acquisition of intangible asset		( 25,000 )			-
Net cash used in investing activities		( 25,000 )			-
Cash flows from financing activities:
Proceeds from related parties		-			89,442
Net cash provided by financing activities		-			89,442
Net change in cash and cash equivalents		( 1,803,618 )			-
Cash and cash equivalents at beginning of period		2,319,242			-
Cash and cash equivalents at end of period	$	515,624		$	-
Supplemental disclosure of cash flow information:
Supplemental disclosure of non-cash financing activities:
Warrants issued in acquisition of intangibles	$	283,287		$	-
Shares issued pursuant to settlement of payables	$	-		$	593,670
Supplemental disclosure	$	283,287		$	593,670

The accompanying notes are an integral part of these unaudited condensed financial statements.

5

Agassi Sports Entertainment Corp.,

formerly Global Acquisitions Corporation

Notes to Condensed Financial Statements

(Unaudited)

NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION

a. ORGANIZATION

Agassi Sports Entertainment Corp. (the “Company”) was incorporated in Nevada on March 6, 1984 , under the name “Sporting Life, Inc.” The Company’s name was changed to “St. Andrews Golf Corporation” on December 27, 1988, to “Saint Andrews Golf Corporation” on August 12, 1994, and to “All-American SportPark, Inc.” (“AASP”) on December 14, 1998. Effective February 15, 2021, the name of the Company was changed to “Global Acquisitions Corporation.” On March 31, 2025, the Company legally changed its name from “Global Acquisitions Corporation” to “Agassi Sports Entertainment Corp.”

On June 10, 2016, the Company entered into a Transfer Agreement for the sale and transfer of the Company’s 51% interest in All-American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John Boreta (the “Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for the cancellation of promissory notes held by the Boretas and accrued interest of $ 8,864,255 . AAGC constituted substantially all of the Company’s assets and following the closing of the Transfer Agreement, the Company had no or nominal operations and no or nominal assets and was therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company remained a “Shell Company” until May 31, 2025, when the Company entered into that certain Trademark Acquisition Agreement dated May 31, 2025, discussed in greater detail below under Note 7.

In connection with the closing of the Transfer Agreement, AAGC assumed the obligation of the Company to pay Ronald Boreta for deferred salary of $ 340,000 . In addition, AAGC cancelled $4,267,802 in advances previously made by it to the Company to fund its operations.

Also in connection with the closing of the Transfer Agreement, entities controlled by the Boretas cancelled $ 1,286,702 owed to them by the Company. In addition, the Company cancelled $ 27,615 of amounts due from entities controlled by the Boretas.

Also, as a result of the Transfer Agreement, on October 18, 2016, the Company derecognized the assets and liabilities of AAGC.

The sale and transfer of the Company’s 51 % interest in AAGC to the controlling shareholders of the Company is a common control transaction and recorded at book value. Any difference between the proceeds received by the Company and the book value of assets and liabilities of AAGC, cancellation of promissory notes and accrued interest, assumption of deferred salary, cancellation of amounts due to and due from entities controlled by the Boretas is recognized as a capital transaction with no gain or loss recorded.

b. BASIS OF PRESENTATION

The unaudited condensed interim financial statements included herein, presented in accordance with United States Generally Accepted Accounting Principles (GAAP) and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

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These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2024 and notes thereto included in the Company's Annual Report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for interim periods may not be indicative of annual results.

c. BUSINESS ACTIVITIES

At this time, the Company is currently focused on opportunities in the pickleball and padel industries.

NOTE 2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. USE OF ESTIMATES

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, the determination of the provision for income taxes and fair value of warrants. The Company bases the estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates.

b. CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

c. CASH DEPOSITS

Time deposits represent interest-bearing deposits with financial institutions that have original maturities of greater than three months and are classified within “Prepaid expenses and other current assets” on the balance sheets due to their expected use within one year. Time deposits are recorded at cost, which approximates fair value due to their short-term maturities.

The Company monitors the creditworthiness of the financial institutions with which time deposits are placed and does not believe it is exposed to significant credit risk. The Company has not experienced any losses related to these instruments during the periods presented.

d. PROPERTY AND EQUIPMENT, NET

Property and equipment are stated at cost less accumulated depreciation and amortization. Property and equipment consist of computer equipment and depreciation expense is recognized using the straight-line method over the estimated useful life of five years for computer and equipment.

When assets are retired or otherwise disposed of, the cost, accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the statements of operations in the period realized. Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred.

7

The following is a summary of property and equipment:

Schedule Of Property And Equipment

		September 30,			December 31,
		2025			2024
Computer and equipment	$	10,050		$	10,050
Accumulated depreciation		( 1,773 )			( 270 )
Property and equipment, net	$	8,277		$	9,780

Depreciation expense was $ 507 and $ 0 for the three months ended September 30, 2025 and 2024, respectively. Depreciation expense was $ 1,503 and $ 0 for the nine months ended September 30, 2025 and 2024, respectively.

e. INTANGIBLE ASSET

Intangible assets are amortized over the respective estimated lives on a straight-line basis, unless the lives are determined to be indefinite and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Impairment testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value. Impairment charges, if any, are recorded in the period in which the impairment is detected. As of September 30, 2025, intangible asset consists of the trademark acquired from Patrick J. Rolfes and Ted Angelo (the “ Sellers ”), the owners of the trademark for “ World Series of Pickleball ” (the “ Trademark ”). Pursuant to the Trademark Acquisition Agreement, we acquired all rights to, and ownership of, the Trademark, in consideration for $25,000 in cash and warrants to purchase 50,000 shares of the Company’s common stock for the fair value of $283,287 (see Notes 7 and 8). The trademark is amortized over its estimated useful life of 15 years, which represents the estimated protection life of the asset.

Amortization expense was $ 5,138 and $ 6,851 for the three and nine months ended September 30, 2025, respectively. The carrying value of the related asset remaining for amortization as of September 30, 2025 was $ 301,436 .

f. IMPAIRMENT OF LONG-LIVED ASSETS

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Company did not record any impairment losses on its long-lived assets as of September 30, 2025.

g. INCOME TAXES

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

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The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

h. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurement” related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

	•	Level 1: Observable inputs such as quoted prices in active markets;
	•	Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
	•	Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

At September 30, 2025 and December 31, 2024, the carrying amount of accounts payable, accrued liabilities and cash deposits approximates fair value because of the short maturity of these instruments.

i. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share excludes any dilutive effects of options, warrants, and convertible securities. Basic earnings per share is computed using the weighted average number of shares of common stock and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. As of September 30, 2025, we had 3,925,000 outstanding warrants to purchase shares of common stock.

Loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding during the period. The weighted-average number of common shares used in the calculation of basic loss per share was 9,785,056 and 7,136,898 for the three months ended September 30, 2025 and 2024, respectively. The weighted-average number of common shares used in the calculation of basic loss per share was 9,785,056 and 6,151,048 for the nine months ended September 30, 2025 and 2024, respectively.

j. RELATED PARTIES

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

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k. STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination.

l. SEGMENT INFORMATION

In accordance with ASC 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

m. RECENT ACCOUNTING POLICIES

In November 2023, the FASB issued ASU 2023-07 (“Topic 280”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on January 1, 2024. The amendments were applied retrospectively to all prior periods presented in the financial statements. The adoption of ASU 2023-07 has not had a material impact on the Company’s financial statements and disclosures.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures ” which is intended to enhance the transparency and decision usefulness of income tax disclosures. The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024. We are assessing the impact of this guidance on our disclosures.

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Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20), and Derivatives and Hedging—Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity ’ s Own Equity . The amendments in ASU No. 2020-06 simplify the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. For smaller reporting companies ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company has adopted ASU 2020-06 as of January 1, 2024. The adoption did not have a material impact on the Company’s financial statements on adoption

The Company believes there was no other new accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of the Company’s financial statements.

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.

NOTE 3 – SEGMENT REPORTING

The CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Schedule of Segment Reporting

		For the Three Months Ended						For the Nine Months Ended
		September 30,						September 30,
		2025			2024			2025			2024
Total operating expenses	$	755,899		$	637,013		$	2,757,059		$	670,135

The key measures of segment profit or loss reviewed by our CODM are operating expenses. Operating costs are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

NOTE 4 – GOING CONCERN

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, for the nine months ended September 30, 2025 and 2024, the Company had a net loss of $ 2,757,059 and $ 670,135 , respectively. As of September 30, 2025, the Company had an accumulated deficit of $ 32,895,627 . These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

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The Company’s management believes that its operations may not be sufficient to fund operating cash needs over at least the next 12 months. The Company may require additional funding in the future. The Company plans to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If the Company is unable to access additional capital moving forward, it may hurt its ability to grow and to generate revenues.

The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

NOTE 5 – RELATED PARTY TRANSACTIONS

AAGC has advanced funds to pay certain expenses of the Company. The Company formerly owned a 51% interest in AAGC.

On July 3, 2024, the Company entered into a share purchase agreement with All American Golf Center, Inc., pursuant to which the Creditor agreed to exchange shares of the Company’s common stock in consideration for the Creditor’s release of obligations of the Company to repay expenses in the aggregate amount of $ 593,670 for expenses of the Company previously paid by the Creditor. Pursuant to the Purchase Agreement, the 1,495,390 shares of common stock to be issued by the Company to the Creditor upon consummation of the exchange was determined based upon an implied price per share of common stock, equal to $0.397. The Creditor is an existing significant stockholder of the Company that is owned and controlled by Ronald S. Boreta, President, Chief Executive Officer, Secretary, and a director of the Company, and John Boreta, a then director of the Company. At September 30, 2025 and December 31, 2024, the total amounts owed to All-American Golf Center, Inc. were $ 0 .

Effective on July 3, 2024, the Company issued 1,495,390 shares of common stock in exchange for the release of obligations of the Company to repay expenses in the aggregate amount of $ 593,670 (the “Payables”) for expenses of the Company previously paid by AAGC.

Also on July 3, 2024, the Company issued warrants to purchase 2,975,000 shares of common stock at an exercise price of $ 0.397 per share, (i) to James Askew, an individual, who was subsequently appointed as a member of the Board of Directors of the Company (Warrants to purchase 2,269,583 shares of common stock), and (ii) to Investments AKA, LLC, a limited liability company indirectly controlled by Andre K. Agassi, a significant beneficial owner of the Company’s common stock (Warrants to purchase 705,417 shares of common stock). The Warrants vested immediately. The Warrants were exercisable as to one half of the shares of Common Stock immediately, and exercisable as to the remaining half of the shares of Common Stock one year following the grant date of the Warrant. The Warrants were issued to the Warrant Holders in consideration of services and support previously performed and provided, and expected to be performed or provided, by the Warrant Holders in furtherance of the Company’s business objectives.

The Company also entered into a Consulting Agreement, dated July 3, 2024, with Askew with respect to his services and the issuance of his Warrants.

The Company’s corporate offices are located at 1120 N Town Center Drive, Suite 160, Las Vegas, Nevada 89144 in space shared with The Agassi Foundation, which is provided to the Company without charge.

NOTE 6 – COMMITMENTS

The Company has no commitments.

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NOTE 7 – TRADEMARK ACQUISITION

On May 31, 2025, the Company entered into a Trademark Acquisition Agreement with Patrick J. Rolfes and Ted Angelo (the “ Sellers ”), the owners of the trademark for “ World Series of Pickleball ” (the “ Trademark ”). Pursuant to the Trademark Acquisition Agreement, the Company acquired all rights to, and ownership of, the Trademark, in consideration for $ 25,000 in cash and warrants to purchase 50,000 shares of the Company’s common stock (with warrants to  purchase 25,000 shares granted to each seller)(the “ Sellers Warrants ”).

The Trademark Acquisition Agreement includes customary representations and indemnification obligations of the sellers, for a transaction of the size and type, as the Trademark acquisition. As additional consideration payable to each of the sellers, we agreed that during the lifetime of each of the sellers, we would furnish them an aggregate of six (6) VIP tickets to all World Series of Pickleball events produced by or on behalf of the Company.  Such tickets are subject to all the rules and regulations, including standards of behavior, applicable to tickets generally.

The Sellers Warrants have an exercise price of $ 5.75 per share (the closing sales price of the Company’s common stock on the last trading day prior to the entry into the Trademark Acquisition Agreement) and a three year term and are exercisable only on a cash basis. The Sellers Warrants include a 4.999% beneficial ownership limitation, which can be increased to 9.999% by either holder, with at least 61 days prior written notice to the Company.

NOTE 8 – CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES

PREFERRED STOCK

There were 5,000,000 shares of preferred stock, $ 0.001 par value per share authorized, with no shares issued and outstanding as of September 30, 2025 and December 31, 2024. The Company’s Board of Directors shall determine the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series.

COMMON STOCK

Effective February 15, 2022, the number of authorized shares of common stock, $ 0.001 par value, was increased to 500,000,000 shares.

Effective on July 3, 2024, the Company issued 1,495,390 shares of common stock in exchange for the release of obligations of the Company to repay expenses in the aggregate amount of $ 593,670 for expenses of the Company previously paid by the related parties. The shares were issued at an implied price of $ 0.397 per share.

In November 2024, the Company issued an aggregate of 2,631,543 shares of restricted common stock for gross proceeds of $ 2,500,000 , or $ 0.95 per share, in a private placement. In connection with this offering, the Company incurred $ 27,394 in offering costs.

There were 9,785,056 and 9,785,056 shares of common stock issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

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WARRANTS

The following is a summary of warrants for the nine months ended September 30, 2025:

Summary of Warrants

	Warrants			Weighted Average Exercise Price			Intrinsic Value
Outstanding as of December 31, 2024	2,975,000		$	0.40		$	7,000,175
Granted	950,000		$	2.16
Exercised	-			-
Forfeited	-			-
Outstanding as of September 30, 2025	3,925,000		$	0.82		$	17,225,675
Exercisable as of December 31, 2024	2,975,000		$	0.40		$	7,000,175
Exercisable as of September 30, 2025	3,925,000		$	0.82		$	17,225,675

The weighted-average remaining term of the warrants outstanding was 3.88 years as of September 30, 2025.

On July 3, 2024, the Company issued warrants (the “Warrants”) to purchase Common Stock at an exercise price of $ 0.3970 per share, (i) to James Askew (“Askew”), an individual, for an aggregate of 2,269,583 shares of Common Stock, and (ii) at an exercise price of $ 0.3970 per share to Investments AKA, LLC, a limited liability company indirectly controlled by Andre K. Agassi, for an aggregate of 705,417 shares of Common Stock. The Warrants are vested immediately. The Warrants were exercisable as to one half of the shares of Common Stock immediately, and exercisable as to the remaining half of the shares of Common Stock one year following the grant date of the Warrant. The Warrants were issued to the Warrant Holders in consideration of services and support previously performed and provided, and expected to be performed or provided, by the Warrant Holders in furtherance of the Company’s business objectives. The Company entered into a Consulting Agreement, dated July 3, 2024, with Askew with respect to his services and the issuance of his Warrants. The fair value of the warrants was $ 619,867 , which was recognized in stock-based compensation expense during the year ended December 31, 2024.

The Company, for consulting services agreed to be rendered, on March 6, 2025, issued to Darren Cahill, warrants to purchase up to 250,000 shares of the Company’s common stock, at the exercise price of $ 1.70 per share of common stock. The warrants expire on March 5, 2030 . The warrants are exercisable as to one half of the shares of common stock immediately, and exercisable as to the remaining half of the shares of common stock one year following the grant date of the warrants.

The Company, for consulting services agreed to be rendered, on March 6, 2025, issued to Justin Gimblestob, warrants to purchase up to 500,000 shares of the Company’s common stock, at the exercise price of $ 1.70 per share of common stock. The warrants expire on March 5, 2030 . The warrants are exercisable as to one half of the shares of common stock immediately, and exercisable as to the remaining half of the shares of common stock one year following the grant date of the warrants.

The Company, for services agreed to be rendered as the Company’s Chief Financial Officer, on March 6, 2025, issued to Shawn Cable, warrants to purchase up to 100,000 shares of the Company’s common stock, at the exercise price of $ 1.70 per share of common stock. The warrants expire on March 5, 2030 . The warrants are exercisable as to one half of the shares of common stock immediately, and exercisable as to the remaining half of the shares of common stock one year following the grant date of the warrants.

In connection with the Trademark Purchase Agreement discussed in greater detail under Note 6, the Company granted the Sellers warrants to purchase 50,000 shares of the Company’s common stock. The warrants have an exercise price of $ 5.75 per share (the closing sales price of the Company’s common stock on the last trading day prior to the entry into the Trademark Acquisition Agreement) and a three year term and are exercisable only on a cash basis. The warrants include a 4.999% beneficial ownership limitation, which can be increased to 9.999% by either holder, with at least 61 days prior written notice to the Company.

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On July 31, 2025, the Company entered into a Services Agreement (the “Services Agreement”) with Moneta Advisory Partners, LLC (“Moneta”). Pursuant to the Services Agreement, Moneta agreed to provide us certain media and content-related services through December 31, 2025, unless earlier terminated in accordance with the terms of the Services Agreement. In consideration for agreeing to provide services under the Services Agreement, (a) we agreed to pay Moneta a one-time payment of $50,000 upon execution of the Services Agreement; and monthly payments of $25,000, beginning on the first day of the second month of the term and continuing through the remainder of the term; and (b) we granted Moneta a warrant to purchase 50,000 shares of the Company’s common stock (“Moneta Warrants”), which vested in full upon grant. The Moneta Warrants have an exercise price of $ 6.30 per share (the closing sales price of the Company’s common stock on the date the Services Agreement was entered into) and a three year term and are exercisable only on a cash basis. The warrants expire on July 31, 2028. The Moneta Warrants include a 4.999% beneficial ownership limitation, which can be increased to 9.999% by Moneta, with at least 61 days prior written notice to the Company.

The fair value of the warrants was $ 2,033,957 which was valued using the Black-Scholes pricing model using the range of inputs as indicated below:

Schedule of Warrants Valuation Assumptions

Risk-free interest rate	3.87 % - 4.06 %		4.33 %
Expected term (in years)	3 years - 5 years		5.00
Expected volatility	263.38 % - 279.43 %		244.14 %
Expected dividend yield	0.00%		0.00 %

The Company capitalized $ 283,287 in intangible asset pertaining to these warrants on May 31, 2025, based on the vesting conditions noted above. The Company recognized $ 1,750,670 in stock-based compensation expense pertaining to these warrants during the nine months ended September 30, 2025, based on the vesting conditions noted above.

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NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated events through November 11, 2025, the filing date of this Form 10-Q, and determined that there have been no subsequent events that occurred that would require adjustments to our disclosures in these unaudited condensed interim financial statements, except as set forth below.

On October 31, 2025, the Company 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.  The Company is 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, the Company’s 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.

The Company has 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 the Company terminates the Commitment Agreement for convenience, the Company 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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

You should read the matters described in, and incorporated by reference in, “Risk Factors”, below, and “Cautionary Statement Regarding Forward-Looking Statements”, above, and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 26, 2025 (the “ 2024 Annual Report ”).

Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our consolidated financial statements included above under “ Part I - Financial Information ” – “ Item 1. Financial Statements ”.

In this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the industries in which we operate in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, we have not independently verified any of it, and we have not commissioned any such information.

On March 25, 2025, the Company filed an amendment to the Company’s Articles of Incorporation, as amended (the “ Amendment ”) with the Secretary of State of the State of Nevada to change the name of the Company from “Global Acquisitions Corporation” to “Agassi Sports Entertainment Corp.” (the “ Name Change ”). The Name Change became effective at 12:01 A.M. EST on Monday, March 31, 2025. The Name Change was approved by the Board of Directors of the Company, which in accordance with Section 78.390(8) of the Nevada Revised States, can approve amendments to a Nevada corporation’s articles of incorporation, without the approval of the stockholders.

Unless the context requires otherwise, references to the “ Company, ” “ we, ” “ us, ” “ our, ” and “ Agassi Sports Entertainment Corp. ” refer specifically to Agassi Sports Entertainment Corp.

In addition, unless the context otherwise requires and for the purposes of this Report only:

	●	“ Exchange Act ” refers to the Securities Exchange Act of 1934, as amended;
	●	“ SEC ” or the “ Commission ” refers to the United States Securities and Exchange Commission; and
	●	“ Securities Act ” refers to the Securities Act of 1933, as amended.

Where You Can Find Other Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at http://www.sec.gov (our filings can be found at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000930245 ).

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Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

	●	Overview . Summary of our operations.
	●	Plan of Operations . A description of our plan of operations for the next 12 months including required funding.
	●	Results of Operations . An analysis of our financial results comparing the three and nine months ended September 30, 2025 and 2024.
	●	Liquidity and Capital Resources . An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition.
	●	Critical Accounting Policies and Estimates . Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

Overview

Corporate Information

Our principal executive offices are located at 1120 N. Town Center Dr #160, Las Vegas, Nevada 89144, and our telephone number is (702) 400-4005.

On October 18, 2016, the Company completed the closing of the Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the Company became a “shell company”, with nominal operations and nominal assets. Beginning in October 2016, the Company’s purpose was to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act.

In November 2024, the Company’s management determined to cease seeking out business opportunities, mergers or acquisitions, and instead to launch an operating strategy to become a leader in the global sports entertainment and media industry. The Company’s efforts are initially focused on court sports, beginning with planned growth opportunities associated with branding and growing the pickleball and padel industries, both of which are currently experiencing significant growth. The Company expects its publicly- traded structure to provide a way for the investing public to participate in these exciting and rapidly growing markets.

On May 31, 2025, the Company entered into a Trademark Acquisition Agreement with Patrick J. Rolfes and Ted Angelo (the “ Sellers ”), the owners of the trademark for “ World Series of Pickleball ” (the “ Trademark ”). Pursuant to the Trademark Acquisition Agreement, we acquired all rights to, and ownership of, the Trademark, in consideration for $25,000 in cash and warrants to purchase 50,000 shares of the Company’s common stock (with warrants to purchase 25,000 shares granted to each seller)(the “ Sellers Warrants ”).

The Trademark Acquisition Agreement includes customary representations and indemnification obligations of the sellers, for a transaction of the size and type, as the Trademark acquisition. As additional consideration payable to each of the sellers, we agreed that during the lifetime of each of the sellers, we would furnish them an aggregate of six (6) VIP tickets to all World Series of Pickleball events produced by or on behalf of the Company.  Such tickets are subject to all the rules and regulations, including standards of behavior, applicable to tickets generally.

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The Sellers Warrants have an exercise price of $5.75 per share (the closing sales price of the Company’s common stock on the last trading day prior to the entry into the Trademark Acquisition Agreement) and a three year term and are exercisable only on a cash basis. The Sellers Warrants include a 4.999% beneficial ownership limitation, which can be increased to 9.999% by either holder, with at least 61 days prior written notice to the Company.

Together with its entry into, and the closing of the transactions contemplated by, the Trademark Acquisition Agreement, and its change in business focus as discussed above, the Company is no longer a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act), and effective on the date of the closing of the Trademark Acquisition Agreement, May 31, 2025, the Company ceased being a “shell Company”, and transitioned to being a start-up/development stage company. In connection therewith, the Company now has (i) a specific business plan and purpose which required significant expertise and dedication from management to develop, (ii) a conscionable plan of operations upon which it is executing, (iii) a clear revenue generation strategy, and (iv) the incurrence of operating expenses consistent with a Company that is in its development stage, each as discussed above, and in the 2024 Annual Report and below. Further, the Company has for some time been engaging in discussions and negotiations regarding brand and collaboration agreements, and has expended expenses towards those endeavors, and other tasks relating to the launch of its operating business.

We currently plan to create and manage unique content, building sports communities around entertainment, media, wellness, education, commerce, and charitable efforts.

By identifying opportunities for co-branding, partnering, and acquisitions, we plan to develop trusted brands in sports entertainment and bring them together under the Company’s brand.

Our business model is designed around proprietary and curated content supported by planned sponsorships, brand relationships, live event hosting, e-commerce and merchandising, and licensing and media rights.

We currently plan to undertake the following, funding permitting:

• Acquire, build and/or create physical facilities, leagues, tournaments, events, social communities, and merchandisers.

• Develop strategic relationships with “Best of Class” operators and developers in key segments within the pickleball and padel communities through co-branding and acquisition opportunities.

• Develop our “ACE Program” of certifying facilities, social media communities, content creators, coaches, third-party leagues, and events under a planned marketing brand.

• Create and distribute proprietary and curated content through various media channels.

• IP development and collaboration.

• Charitable initiatives through our planned Pickleball for All program.

We also plan to launch a “Pickleball for All” charitable initiative to introduce, grow, and develop pickleball in underserved and disadvantaged communities across the United States. We expect to work with best of class brands to provide access to our “Fun for Free” courts and equipment in public parks, schools, and other locations that will serve as home courts to communities across the country for social wellness, practice, learning, and pickleball fun for all. We plan to work with select merchandisers and retailers to create quality equipment and offer merchandise at price points which will appeal to beginners and families, with a portion of the revenue to be reinvested into the Pickleball for All program.

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Industry

According to a 2022 Pickleball Participation Report by the Sports and Fitness Industry Association, pickleball is among the fastest growing sports in the US and globally for 3 consecutive years at a rapid growth rate of 223.5% in the United States. There are an estimated over 36.5 million pickleball players in the US and the pickleball equipment market was estimated to be worth $65 billion in 2022 with an expected compounded rate of return of 9%, and expectations to grow to over $155 billion by 2033.

Recent Material Transactions

On May 31, 2025, we entered into and closed the transactions contemplated by the Trademark Acquisition Agreement, discussed above.

On July 2, 2025, the Company entered into a Statement of Work (the “ SOW ”) with IBM Norge AS (“ IBM ”), pursuant to which IBM agreed to support, and provide services to the Company in connection with, the Company’s goal of launching a state-of-the-art racquet sport experience, including design and digital product concept services.

The SOW sets forth project responsibilities, timelines and milestones. The project is expected to start on July 7, 2025, and to be completed on or before October 30, 2025, and the Company has agreed to pay IBM $75,000 in consideration for services rendered pursuant to the SOW, payable upon the completion of certain project milestones as described in greater detail in the SOW. The SOW may be terminated by either party with 30 days prior written notice.

On July 10, 2025, the Company entered into a Collaboration and Licensing Agreement (the “ Collaboration Agreement ”) with Sport Squad, Inc., which entity owns JOOLA.

Pursuant to the Collaboration Agreement, the parties confirmed their intention to identify various ventures (collectively “ Ventures ”, each a “ Venture ”) which they might pursue together. Each party may suggest a Venture to the other, and if there is mutual interest, the parties agree to discuss in good faith how they might best collaborate and how such Venture can best be brought to fruition, including the preferred path of development, production and exploitation. Neither party shall be obligated to pursue any particular Venture, or any specific number of Ventures.

Ventures may include, without limitation, the development of products or product lines, live events, exhibitions, competitions and tournaments, wellness projects, and content for exploitation in and across various media.  It is anticipated that certain Ventures will involve the use of iconic brands, logos, and related trademarks, and/or the name, image and likeness rights of various athletes and celebrities.  The acquisition or licensing of the rights in and to any brands, logos, and/or trademarks, and the name, image, and likeness (NIL) rights of celebrities and athletes will be the sole responsibility of the Company to obtain.

The Collaboration Agreement continues in effect until terminated by either party thereto with written notice to the non-terminating party and includes customary confidentiality obligations of the parties.

On October 31, 2025, the Company 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

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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. The agreements with IBM are discussed in greater detail in “ Note 9. Subsequent Events ” in Part I, Item 1 of this Form 10-Q.

We believe the partnership with IBM supports and will facilitate the acceleration of our mission to build a global commercial digital ecosystem around wellness, learning and entertainment. We expect the partnership, and the A.I. Model, to create strong and recurring revenue streams, while also fostering a fun, thriving and informative racquet sports community on a global scale under our iconic Agassi brand.

Recent Funding Transactions

Between November 4, 2024 and November 7, 2024, the Company entered into a series of subscription agreements (the “ Subscription Agreements ”), in connection with a private placement offering to accredited investors (the “ Investors ”), which offering closed on November 7, 2024, and pursuant to which we raised aggregate gross proceeds of $2,500,000 (the “ Offering ”). Under the Subscription Agreements, the maximum amount of the Offering was $2,500,000, which amount was fully subscribed. In connection with the Offering, we sold to 23 Investors, an aggregate of 2,631,543 shares of our restricted common stock, par value $0.001 per share (the “ Shares ”) for $0.95 per Share.

The Company has used to date, and plans to continue to use, the net proceeds from the Offering to advance business operations in the global racquet sports entertainment business, with an initial focus on consolidating, building and growing pickleball and Padel related opportunities, and for working capital and general corporate purposes.

Plan of Operations

We had a working capital surplus of $1,249,330 as of September 30, 2025; because, as discussed above, we raised $2.5 million in a private offering in November 2024. . However, we expect to require funding in the future, including to complete payments due under our agreements with IBM, which require us to make payments to IBM under the Services Agreement and SoW 1 totaling approximately $2.1 million, 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, as discussed above. We plan to raise additional required funding through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate revenues.

Results of Operations

Results of Operations for the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024.

We generated no revenues for the three months ended September 30, 2025 or 2024.

For the three months ended September 30, 2025 and 2024, we had general and administrative expenses, consisting of stock-based compensation, audit fees and miscellaneous administrative costs that totaled $755,899 and $637,013, respectively, an increase of $118,886 from the prior period. The increase was due to the $309,893 fair value of warrants issued in July 2025.

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We had a net loss of $755,899 and $637,013, for the three months ended September 30, 2025, and 2024, respectively, which net loss increased for the reasons described above.

Results of Operations for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024.

We generated no revenues for the nine months ended September 30, 2025 or 2024.

For the nine months ended September 30, 2025 and 2024, we had general and administrative expenses, consisting of stock-based compensation, audit fees and miscellaneous administrative costs that totaled $2,757,059 and $670,135, respectively, an increase of $2,086,924 from the prior period. The increase is related to payroll costs, stock-based compensation, and legal and consulting fees associated with our change in business focus as discussed above.

We had a net loss of $2,757,059 and $670,135, for the nine months ended September 30, 2025, and 2024, respectively, which net loss increased for the reasons described above.

Liquidity and Capital Resources

The following table summarizes our current assets, liabilities, and working capital at September 30, 2025 and December 31, 2024.

		September 30,			December 31,			Increase/
		2025			2024			(Decrease) $		%
Current assets	$	1,316,654		$	2,319,280		$	(1,002,626)		-43.2%
Current liabilities	$	67,324		$	46,915		$	(20,409)		43.5%
Working capital surplus	$	1,249,330		$	2,272,365		$	(1,023,035)		-45.0%

The decrease of $1,023,035 in working capital was mainly due to a decrease in cash as of September 30, 2025, compared to December 31, 2024, related to payroll and legal expenses paid during the period and operating expenses.

Cash Flows

We had $1,778,618 of net cash used in operating activities for the nine months ended September 30, 2025, which was mainly due to $2,757,059 of net loss, offset by $1,750,670 of stock-based compensation expense and $8,354 of depreciation and amortization expense.

We had $89,442 of net cash used in operating activities for the nine months ended September 30, 2024, which was mainly due to $670,135 of net loss and $38,671 of due from related party, offset by $619,867 of stock based compensation.

We had $25,000 of net cash used in investing activities for the nine months ended September 30, 2025, which was mainly due to acquisition of intangible asset of $25,000.

We had $89,442 of net cash provided by financing activities for the nine months ended September 30, 2024, which was solely due to proceeds from related parties.

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We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.

Going Concern

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2025, we had an accumulated deficit of $32,895,627. In addition, the Company’s current assets exceed its current liabilities by $1,249,330 as of September 30, 2025.

The Company has no significant assets and continues to depend on equity raises to provide funds to pay its ongoing expenses. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued.

The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

“ Note 2. Summary of Significant Accounting Policies ” in Part I, Item 1 of this Form 10-Q and “ Note 2. Summary of Significant Accounting Policies ” in the Notes to Financial Statements in Part II, Item 8, of the 2024 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.

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Related party transactions

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Stock-Based Compensation

The Company accounts for stock-based compensation to employees in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination.

Recent Accounting Developments

The Company believes there are no new accounting standards adopted but not yet effective that are relevant to the readers of our financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “ smaller reporting company, ” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established and maintain a system of disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that is designed to provide reasonable assurance that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, who are our principal executive officer (CEO) and principal financial/accounting officer (CFO), respectively, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Quarterly Report on Form 10-Q, our management, with the participation of our CEO (our Principal Executive Officer) and CFO (Principal Financial/Accounting Officer), carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2025, as required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation described above, our management, including our Principal Executive Officer and Principal Financial/Accounting Officer, concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective. That was because at September 30, 2025, we did not have sufficient personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size of the Company and its limited operations, we are unable to remediate this deficiency until we raise additional funding and expand our operations.

Changes in Internal Control Over Financial Reporting

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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Part II – Other Information

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding. In addition, we are not aware of any material legal or governmental proceedings against us or contemplated to be brought against us.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2024, filed with the Commission on March 26, 2025 (the “ Form 10-K ”), under the heading “ Risk Factors ”, except as discussed below, and investors should review the risks provided in the Form 10-K and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K, under “ Risk Factors ” and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial conditions and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

The risk factors below which we have marked with an asterisk (*) reflect substantive changes from, or additions to, the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024.

We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future.(*)

We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future. During the last 52 weeks our common stock has traded as high as $8.40 per share and as low as $0.95 per share. The market price of our common stock may continue to be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock. The trading price of our common stock could also be affected by:

	●	“short squeezes”;
	●	comments by securities analysts or other third parties, including blogs, articles, message boards and social and other media;
	●	large stockholders exiting their position in our securities or an increase or decrease in the short interest in our securities;
	●	actual or anticipated fluctuations in our financial and operating results;
	●	the recruitment or departure of key personnel;
	●	actual or anticipated changes in estimates as to financial results, operational timelines or recommendations by securities analysts;
	●	the timing and outcome of our business plan;
	●	significant lawsuits or stockholder litigation;
	●	variations in our financial results or those of companies that are perceived to be similar to us;
	●	market conditions in the court sports industry;
	●	general economic, political, and market conditions and overall fluctuations in the financial markets in the U.S. and abroad; and
	●	investors’ general perception of us and our business.

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Our common stock is quoted on the OTC Pink Market under the symbol “AASP”. Our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Additionally, general economic, political and market conditions, such as recessions, inflation, war, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Due to the limited volume of our shares which trade, we believe that our stock prices (bid, ask and closing prices) may not be related to our actual value, and not reflect the actual value of our common stock. You should exercise caution before making an investment in us.

Stock markets in general and our stock price in particular have recently experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies and our company. Broad market fluctuations may adversely affect the trading price of our securities. Additionally, these and other external factors have caused and may continue to cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent our stockholders from readily selling their shares of our common stock and may otherwise negatively affect the liquidity of our common stock.

Additionally, as a result of the illiquidity of our common stock, investors may not be interested in owning our common stock because of the inability to acquire or sell a substantial block of our common stock at one time. Such illiquidity could have an adverse effect on the market price of our common stock. In addition, a shareholder may not be able to borrow funds using our common stock as collateral because lenders may be unwilling to accept the pledge of securities having such a limited market. An active trading market for our common stock may not develop or, if one develops, may not be sustained.

In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

The exercise of our outstanding warrants, and the sale of common stock upon exercise thereof, may adversely affect the trading price of our securities.(*)

As of the date of this Report, we have (a) 2,975,000 shares of common stock issuable upon exercise of warrants which have an exercise price of $0.397 per share; (b) 850,000 shares of common stock issuable upon exercise of warrants which have an exercise price of $1.70 per share; (c) 50,000 shares of common stock issuable upon the exercise of warrants which have an exercise price of $5.75 per share; and (d) 50,000 shares of common stock issuable upon the exercise of warrants which have an exercise price of $6.30 per share. All of the warrants other than the 50,000 with an exercise price of $5.75 per share and the 50,000 with an exercise price of $6.30 per share, have cashless exercise rights. For the life of the warrants, the holders have the opportunity to profit from a rise in the market price of our common stock without assuming the risk of ownership. The issuance of shares upon the exercise of outstanding securities will also dilute the ownership interests of our existing stockholders.

The availability of these shares for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock pursuant to the exercise of outstanding warrants, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our common stock to decline.

In addition, the common stock issuable upon exercise of the warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by holders of our Warrants, then the value of our common stock will likely decrease.

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Because the warrants may also be exercised by way of a cashless exercise, meaning that the holders may not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of shares of our common stock determined according to the formula set forth in the warrants, we may not receive any funds upon the exercise of the warrants.

Our Securities not currently eligible for sale under Rule 144 and any future sales of our securities may be adversely affected by our failure to file all reports required by the Exchange Act.(*)

Rule 144 as promulgated under the Securities Act is not available for the resale of securities initially issued by a shell company (reporting or non-reporting) or a former shell company, unless certain conditions are satisfied. We are a former shell company. As a result, our securities cannot be resold under Rule 144 unless certain conditions are met. These conditions are:

	●	the issuer of the securities has ceased to be a shell company (we ceased to be a shell company on May 31, 2025);
	●	the issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (we are currently subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act);
	●	the issuer has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports (we have filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months); and
	●	one year has elapsed since the issuer has filed current ‘‘Form 10 information’’ with the Commission reflecting its status as an entity that is no longer a shell company (we filed “Form 10 information” with the Commission reflecting our status as a non-shell company on June 4, 2025.

As discussed above, our Current Report on Form 8-K filed with the SEC on June 4, 2025 contained Form 10 information reflecting our status as an entity that is no longer a shell company, but one year must elapse from the filing date of that Current Report in order for our securities to be eligible for sale under Rule 144, provided the other conditions set forth above and in Rule 144 are satisfied. No assurance can be provided that we will be compliant with these conditions. If after one year has elapsed from the filing date of the Current Report we, as a former shell company, ever fail to file all reports and other materials required to be filed by Section 13 or 15 (d) of the Exchange Act, as applicable, during the preceding 12 months, our securities will not be eligible to be resold under Rule 144. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash.  Furthermore, it may be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future.  Additionally, moving forward, our status as a former shell company could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless.

Assuming we continue to meet the former shell company requirements of Rule 144 as discussed above, and following the one year anniversary of the date we have filed Form 10 information with the SEC, in general any restricted shares of common stock we issue or sell in the future will be eligible for sale pursuant to Rule 144 six months after issuance and payment in full for such shares, to the extent we continue to file periodic reports under the Exchange Act.

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We will need to raise additional funding to fulfill our obligations under the IBM agreements, which may not be available on favorable terms, or at all.(*)

We are required to make payments to IBM under the Services Agreement and SoW 1 totaling approximately $2.1 million, 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, as well as reimburse certain travel, living, and other expenses. The most likely source of these funds will be through the sale of equity capital. Any sale of share capital will result in dilution to existing stockholders. Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.

We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our common stock decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans. Substantial additional funds will still be required if we are to reach our goals that are outlined in this Report. Obtaining additional financing contains risks, including:

● additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders;

● loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors;

● the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and

● if we fail to obtain required additional financing to pay amounts to IBM, IBM may terminate its agreements with us, we may be unable to grow our business, we will need to delay or scale back our business plan, and/or reduce our operating costs, each of which would have a material adverse effect on our business, future prospects, and financial condition.

In addition, pursuant to the Commitment Agreement, we may be required to pay IBM a performance bonus equal to between 2% and 2.5% of net revenues generated from our arrangements with IBM, minus costs from IBM, but not other expenses or costs of such revenues, which may be significant. If we do not generate sufficient revenues, we may need to raise additional funds to satisfy these obligations. Additional funding may not be available on favorable terms or at all, and the failure to obtain necessary funding could adversely affect our business, financial condition, results of operations, and prospects.

The success of our transactions with IBM are uncertain and may not produce the anticipated benefits.(*)

The outcomes of our agreements with IBM, including the development of the A.I. Model and other services under SoW 1, are subject to significant uncertainties, including technical, operational, and market risks. We may not be able to generate sufficient revenues from the A.I. Model or other services to achieve our business objectives or justify the expenditures under the agreements. As a result, the anticipated benefits of these arrangements, including new revenue streams and strategic advantages, may not be realized, which could adversely affect our business, financial condition, and results of operations.

Our obligations under the IBM agreements may require substantial management attention and resources.(*)

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The Services Agreement, SoW 1, and the Commitment Agreement will require us to devote significant management time, personnel, and financial resources to our relationship with IBM. This may divert attention and resources from other initiatives or opportunities that may be more immediately accretive to shareholders. Additionally, we may be required to hire or retain additional personnel or engage external advisors to support our obligations under the agreements. If we are unable to adequately manage these commitments, it could adversely affect our operations, growth prospects, and results of operations. Additionally, these efforts may not lead to the anticipated benefits, and any resources expended—whether time, personnel, or financial—may be lost, which could also adversely affect our operations, growth prospects, and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

There have been no sales of unregistered securities during the quarter ended September 30, 2025 and from the period from October 1, 2025 to the filing date of this Report that have not previously been disclosed in a Current Report on Form 8-K, except as set forth below:

On July 31, 2025, we entered into a Services Agreement (the “ Services Agreement ”) with Moneta Advisory Partners, LLC (“ Moneta ”). Pursuant to the Services Agreement, Moneta agreed to provide us certain media and content-related services through December 31, 2025, unless earlier terminated in accordance with the terms of the Services Agreement.

In consideration for agreeing to provide services under the Services Agreement, (a) we agreed to pay Moneta a one-time payment of $50,000 upon execution of the Services Agreement; and monthly payments of $25,000, beginning on the first day of the second month of the term and continuing through the remainder of the term; and (b) we granted Moneta a warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $6.30 per share (“ Moneta Warrants ”), which vested in full upon grant. Moneta was also granted customary piggyback registration rights in connection with the shares of common stock issuable upon exercise of the Moneta Warrants, subject to customary cutbacks and limitations imposed by underwriters or the Securities and Exchange Commission, beginning after the Rule 144 holding period has expired with respect to such shares. The Services Agreement may be terminated by either party at any time, with or without cause, upon written notice. In the event the Company terminates the agreement for cause (as defined in the Services Agreement), or if Moneta terminates the agreement, Moneta will forfeit any unvested or unpaid equity or bonus compensation due pursuant to the terms of the agreement. If Moneta terminates the agreement for cause (as defined in the Services Agreement), Moneta will retain all compensation issued or otherwise due.

The Services Agreement includes customary representations of the parties, confidentiality provisions, indemnification obligations, and non-solicitation and non-compete obligations restricting Moneta for two years following the termination of the Services Agreement.

The Moneta Warrants have an exercise price of $6.30 per share (the closing sales price of the Company’s common stock on the date the Services Agreement was entered into) and a three year term and are exercisable only on a cash basis. The Moneta Warrants include a 4.999% beneficial ownership limitation, which can be increased to 9.999% by holder, with at least 61 days prior written notice to the Company.

The Company claims an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act for the grant of the Moneta Warrants since the foregoing grant did not involve a public offering, the recipient was an “ accredited investor ” and took the securities for investment and not resale, and we took appropriate measures to restrict transfer. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

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If exercised in full, a maximum of 50,000 shares of common stock would be issuable upon exercise of the Moneta Warrants.

Use of Proceeds From Sale of Registered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

(c) Rule 10b5 - 1 (c) Trading Plans. Our director and executive officer may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or may represent a non-Rule 10b5 - 1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a - 1 (f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any “non-Rule 10b5 - 1 trading arrangement .”

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Item 6. Exhibits

Exhibit			Filed/ Furnished		Incorporated By Reference
Number		Description of Exhibit	Herewith		Form		Exhibit		Filing Date		File Number
3.1		Articles of Incorporation Since Formation			10-K		3.1		3/26/2025		000-24970
3.2		Amended and Restated Bylaws of Global Acquisitions Corp.			8-K		3.1		1/10/2025		000-24970
3.3		Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on March 25, 2025 and effective on March 31, 2025			8-K		3.1		3/31/2024		000-24970
4.1 †		Form of Warrant to Purchase Shares of Common Stock Dated July 3, 2024			8-K		4.1		7/5/2024		000-24970
4.2†		Global Acquisitions Corporation, Warrant to Purchase Common Stock dated March 6, 2025, issued to Shawn Cable			8-K		4.1		3/11/2025		000-24970
4.3 †		Global Acquisitions Corporation, Warrant to Purchase Common Stock dated March 6, 2025, issued to Justin Gimblestob			8-K		4.2		3/11/2025		000-24970
4.4		Global Acquisitions Corporation, Warrant to Purchase Common Stock dated March 6, 2025, issued to Darren Cahill			8-K		4.3		3/11/2025		000-24970
4.5		Common Stock Purchase Warrant dated May 31, 2025, granted by Agassi Sports Entertainment Corp. to Patrick J. Rolfes			8-K		4.1		6/4/2025		000-24970
4.6 †		Common Stock Purchase Warrant dated May 31, 2025, granted by Agassi Sports Entertainment Corp. to Ted Angelo			8-K		4.2		6/4/2025		000-24970
10.1		Purchase Agreement, dated as of July 3, 2024, by and between Global Acquisitions Corporation, and All-American Golf Center, Inc.			8-K		10.1		7/5/2024		000-24970
10.2 †		Consulting Agreement, dated as of July 3, 2024, by and between Global Acquisitions Corporation and James Askew			8-K		10.2		7/5/2024		000-24970
10.3		Form of Subscription Agreement for November 2024 Private Offering by Global Acquisitions Corporation and the Investors party thereto			8-K		10.1		11/8/2024		000-24970
10.4		Trademark Acquisition Agreement dated May 31, 2025, by and between Agassi Sports Entertainment Corp., Patrick J. Rolfes and Ted Angelo			8-K		10.1		6/4/2025		000-24970
10.5		Statement of Work dated July 2, 2025, by and between Agassi Sports Entertainment Corp. and IBM Norge AS			8-K		10.1		7/9/2025		000-24970
10.6		Collaboration and Licensing Agreement entered into on July 10, 2025, by and between Agassi Sports Entertainment Corp. and Sport Squad, Inc. (JOOLA)			8-K		10.1		7/15/2025		000-24970
10.7#♦		Partnership Agreement for Consulting Services dated October 31, 2025, by and between Agassi Sports Entertainment Corp. and IBM Norge AS			8-K		10.1		11/5/2025		000-24970
10.8#		Commitment Agreement dated October 31, 2025, by and between Agassi Sports Entertainment Corp. and IBM Norge AS			8-K		10.2		11/5/2025		000-24970
10.9#♦		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			8-K		10.3		11/5/2025		000-24970
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act	[X]
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act	[X]
32.1**		Certification of Principal Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	[X]
32.2**		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	[X]
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document	[X]
101.SCH*		XBRL Taxonomy Extension Schema Document	[X]
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document	[X]
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document	[X]
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document	[X]
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document	[X]
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q included in the Exhibit 101 Inline XBRL Document Set	[X]

* Filed herewith.

** Furnished herewith.

† Exhibit constitutes a management contract or compensatory plan or agreement.

# 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.

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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 thereunto duly authorized.

	Agassi Sports Entertainment Corp.
Date: November 12, 2025	By:	/s/ Ronald Boreta
		Ronald Boreta
		Chief Executive Officer, President and Treasurer
		(Principal Executive Officer)

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