Agassi Sports Entertainment Corp. (AASP) Form 424B3 — Aug 14, 2026

$AASPForm 424B3Filed Aug 14, 2026, 4:43 PM ET0001493152-26-038470Original filing

Agassi Sports Entertainment Corp. filed a 424B3 prospectus registering the resale of up to 13,981,982 shares by selling shareholders — 10,694,606 outstanding shares plus 3,287,376 warrant shares. The company is not selling any shares, will receive no proceeds, and has engaged no underwriter. The registered shares equal roughly 82% of the 13,096,824 shares outstanding, creating a major potential overhang.

Key figures

Offering Price: 6.4
Shares Offered: 13981982
Shares Outstanding: 13,096,824 before offering; 16,384,200 after (assuming full warrant exercise)
Last Sale Price: $6.30 on August 12, 2026 (OTCID)
Total Warrants: 3,412,376 shares at weighted average exercise price of $4.35
App Launch Target: beginning of fourth quarter 2026
Equity Plan Reserve: 1,200,000 shares reserved under 2026 Equity Incentive Plan
Accumulated Deficit: $42,140,416 as of March 31, 2026 ($39,630,102 as of December 31, 2025)
Ibm Cloud Commitment: $500,000 minimum (Feb 1, 2026-Jan 31, 2027) and $3,300,000 (Feb 1, 2027-Jan 31, 2031); $33,553 paid to date
Recent Capital Raised: $1.62 million in private placements at $5.00 per share since March 31, 2025, plus $1,000,000 convertible promissory note to Investments AKA, LLC
Ibm Services Obligation: approximately $2,134,716 under Services Agreement/SoW 1; $1,367,548 paid to date
Working Capital Deficit: $873,810 as of March 31, 2026
Warrant Shares Registered: 3287376
Platform Implementation Cost: approximately $2,700,000
Outstanding Shares Registered: 10694606

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