Private Placement, Regulation FD Disclosure (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On February 6, 2026, Investments AKA, LLC, a limited liability company indirectly controlled by Andre K. Agassi, exercised warrants to purchase an aggregate of 705,417 shares of Agassi Sports Entertainment Corp.'s (the "Company's" or "our") common stock with an exercise price of $0.397 per share (the "Warrants") on a cashless basis. In connection with such exercise, the Company issued to Investments AKA, LLC a net of 651,231 shares of common stock, after the forfeiture of 54,186 warrant shares to the Company in satisfaction of the aggregate exercise price, based on the fair market value of the Company's common stock on the exercise date, as determined in accordance with the terms of the Warrants. The issuance of the shares of common stock was made by the Company in reliance upon Section 3(a)(9) of the Securities Act of 1933, as amended, as the shares were issued in exchange for outstanding securities of the Company held by an existing security holder, and no commission or other remuneration was paid or given, directly or indirectly, for soliciting such exchange.

Item 7.01 Regulation FD Disclosure.

The Company's planned Agassi Intelligence platform, which is expected to eventually include a website and app that will be available internationally, is planned to launch by the end of the second quarter of 2026, with a staggered roll-out of e-commerce (tennis racquets, paddles, sports nutrition, etc.), a personalized racquet/paddle recommender and an artificial intelligence (AI) coaching model.

The app launch is anticipated to occur in the third or fourth quarters of 2026 and is planned to include the same coaching AI feature, as well as swing analysis feedback, motivational challenges, progress tracking, and social sharing. While it is expected to initially focus on tennis, the Company's current goal is to expand all features of the app to pickleball and padel, in the future, with the goal of helping position the platform as a single hub for racquet sports.

The information contained in Item 7.01of this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.