UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 2025
AGASSI SPORTS ENTERTAINMENT CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada |
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000-24970 |
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88-0203976 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1120 N. Town Center Dr #160 Las Vegas, NV |
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89144 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (702) 400-4005
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
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. [ ]
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Item 1.01 |
Entry into a Material Definitive Agreement. |
Collaboration and Licensing Agreement
On July 10, 2025, Agassi Sports Entertainment Corp. (the “Company,” “us,” “we,” or “our”), 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.
The foregoing description of the Collaboration Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Collaboration Agreement filed with this Current Report on Form 8-K as Exhibit 10.1, and incorporated herein by reference.
Item 7.01 |
Regulation FD Disclosure |
On July 15, 2025, the Company issued a press release announcing the entry into the Collaboration Agreement with JOOLA, a copy of which press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information under this item and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
Exhibit No. |
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Exhibit Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith.
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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 hereunto duly authorized.
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Agassi Sports Entertainment Corp. |
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By: |
/s/ Ronald S. Boreta |
Date: July 15, 2025 |
Name: |
Ronald S. Boreta |
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Title: |
Chief Executive Officer |
COLLABORATION AND LICENSING AGREEMENT
This agreement (the “Agreement”) is entered into as of this 10th day of July, 2025 (the “Effective Date”) by and between Agassi Sports Entertainment Corp. (“ASEC”) with an address of 1120 N. Town Center Dr., Suite 160, Las Vegas, NV 89144, and Sport Squad, Inc. (“Joola”) with an address of 915 Meeting Street, Suite 1300, North Bethesda, Maryland 20852. ASEC and Joola are collectively referenced herein as the “Parties”, and each individually as a “Party.”
The following terms are agreed:
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The Parties confirm 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. |
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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 shall 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 NIL rights of celebrities and athletes shall be the sole responsibility of ASEC to obtain. |
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The term of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the terms hereof. Either Party may terminate this Agreement by providing written notice to the other Party, it being understood that the termination of this Agreement shall not affect any other written agreements theretofore entered into by the Parties in connection with a particular Venture or Ventures. |
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Each Venture shall be subject to the mutual execution of a separate written agreement, to be negotiated in good faith by the Parties. In such connection, the Parties agree to consider the following elements: |
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The form of the venture (a joint venture, a license agreement, a new corporate vehicle, etc.); |
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Financial Terms – advances, royalties, the split of revenues and profits, handling of expenses and possible recoupment terms; |
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Approvals – including the procedure and timeframe for exercising or obtaining such approvals; |
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Credits; |
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Quality Controls and the management thereof; |
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The use of ASEC and Joola trademarks and other brand indicia, and the acquisition or licensing of any trademark or NIL rights, and any and all conditions pertinent thereto; |
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The selection and possible engagement of strategic partners, consultants, and other creative or production entities and personnel. |
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In the course of doing business, the Parties anticipate that they shall exchange confidential information about their respective business practices, projects and product lines, etc. For purposes hereof, “Confidential Information” shall mean all confidential information of whatever nature, (however recorded, preserved or disclosed) disclosed by a Party to the other Party, including but not limited to, any information that would be regarded as confidential by a reasonable business person, including information relating to business affairs, customers, clients, suppliers, plans, intentions or market opportunities, operations, processes, product information, knowhow, designs, trade secrets, or software of the disclosing Party, and any information or analysis derived from Confidential Information. Confidential Information shall not include information that is or becomes generally available to the public other than as a result of its disclosure by the recipient. |
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Each Party agrees to keep the other Party’s Confidential Information confidential, and, except with the prior written consent of the disclosing party, shall and shall procure that its representatives shall: (i) not use or exploit the other Party’s Confidential Information in any way except for such purposes as the Parties may agree in writing, (the “Purposes”); (ii) not disclose or make available the Confidential Information in whole or in part to any third party except as expressly permitted by agreement between the Parties; (iii) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purposes; (iv) apply the same security measures and degree of care to the Confidential Information as the recipient applies to its own confidential information, which the recipient warrants as providing adequate protection from unauthorized disclosure, copying or use; and (iv) disclose Confidential Information only to officers, employees, agents or advisors who need access to the same for the Purposes, and ensure that such officers, employees, agents or advisors are aware of the obligations contained in this provision. Each Party agrees to maintain adequate commercially reasonable measures to safeguard the Confidential Information of the other Party from unauthorized access or use. |
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The Parties agree to work in tandem with respect to any and all PR and corporate communications regarding both this Agreement and any Ventures which the Parties decide to pursue jointly. In connection with this Agreement, the Parties shall jointly issue a press release approved by both Parties, substantially in the form attached hereto as Exhibit A. |
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This document represents the entire agreement between the Parties, supersedes all prior agreements whether oral or written with respect to the subject matter hereof, and cannot be modified except in a writing signed by both Parties. |
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This Agreement shall be interpreted in accordance with the laws in the State of Nevada applicable to agreements made and wholly to be performed therein. The Parties hereby consent to the exclusive jurisdiction of the state and federal courts in Las Vegas, Nevada. |
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This Agreement may be signed in counterparts which taken together shall comprise one fully executed original. Signature pages executed in facsimile or in PDF format via email, shall be deemed binding. |
The signatures of the Parties affixed below shall confirm their agreement to the terms and conditions herein contained.
FOR: Agassi Sports Entertainment Corp.
/s/ Ron Boreta
Ron Boreta
FOR: Sport Squad, Inc.
/s/ Gordon Kaye
Gordon Kaye, Chief Experience Officer
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Agassi Sports Entertainment Announces Entry Into Collaboration Agreement with JOOLA on Future Ventures
Las Vegas, Nevada / July 15, 2025 - Agassi Sports Entertainment Corp. (OTC PINK:AASP), an emerging leader in sports entertainment and innovation, is pleased to announce the entry into a collaboration and licensing agreement relating to pickleball with JOOLA, a global leader in table tennis for decades and now a recognized global leader in pickleball.
Under the agreement, the parties plan to identify various pickleball ventures which they would jointly pursue. Ventures may include the development of products, live events, exhibitions, competitions and tournaments, wellness projects, and content for distribution across various media. It is anticipated that certain ventures shall involve the use of iconic brands, logos, and related trademarks, and/or the name, image and likeness of various athletes and celebrities.
The acquisition or licensing of the rights in and to any brands, logos, and/or trademarks, and the NIL rights of celebrities or athletes shall be the sole responsibility of Agassi Sports Entertainment to obtain. Each venture will be governed by its own separate definitive agreement which shall include financial terms and other details.
Commenting for Agassi Sports Entertainment, CEO Ronald Boreta stated, “We expect this collaboration to be a strategic step for us to grow and influence the pickleball industry worldwide and are excited to be working with JOOLA, a global leader in the sport, to that end. As we’ve stated and continued to demonstrate with this agreement, Agassi Sports Entertainment intends to work with best of class brands with global reach, and JOOLA is that in pickleball and table tennis. We believe that this collaboration is a strong step towards maximizing value for our shareholders. As a publicly-traded company, we believe this effort accelerates our path to commerciality, and our intention of allowing our shareholders to financially participate in the rapidly growing global pickleball industry. Additionally, we are continuing strategic discussions regarding capital market structure in order to increase visibility, liquidity in our shares, and potentially uplist to a national exchange as soon as practicable.”
Adding to Mr. Boreta’s comments, Mr. Andre Agassi, who has been a World Number 1, 8-time Grand Slam winner, and an Olympic Gold Medalist during his Hall of Fame tennis career, stated, “I’ve had a long-standing personal relationship with JOOLA and I’m excited to expand that relationship through Agassi Sports Entertainment. By collaborating with JOOLA, a leading global brand in pickleball, we believe we’re in a great position to work together to expand the sport we both love and make it more accessible worldwide, while promoting fun, health, and wellness along the way.”
About Agassi Sports Entertainment Corp.
Agassi Sports Entertainment Corp. (OTC PINK:AASP) is a vibrant sports entertainment, content, media, and technology company focused on bringing together sports communities under one brand. We believe we are uniquely positioned to become a leader in the racquet sports space, including pickleball and padel. Our strategy centers on working to consolidate, promote, and grow the highly opportunistic industry through various organic and transactional efforts worldwide.
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About JOOLA
JOOLA has been a pioneer in table tennis since its establishment in 1952. In 2022, its expansion into pickleball quickly attracted the biggest names in the sport, including Ben Johns, Anna Bright, Federico Staksrud, Tyson McGuffin, and Simone Jardim. As a sponsor of both the PPA and PPA Asia Tours and to top athletes in the game, the team at JOOLA combines its expertise with fresh perspectives to bring synergy and innovation to the pickleball community. JOOLA creates a variety of equipment, apparel, and accessories for pickleball and table tennis players, both professional and recreational. JOOLA is based in Rockville, MD, and is owned by Sport Squad, Inc.
Forward-Looking Statements
This press release includes "forward-looking statements", including information about management's view of the Company's future expectations, plans and prospects. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue" and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the ability of Agassi Sports Entertainment Corp. (the “Company”) to raise funding to support its operational plans, the terms of such financing and potential dilution caused thereby; 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; the concentration of ownership of the Company's securities; the outcome of the prior engagement of IBM, the outcome of the collaboration and licensing agreement with Joola as discussed above; the market for the Company's planned services, including the market for pickleball and padel; competition in the Company's industry; the Company's ability to fully comply with numerous federal, state and local laws and regulatory requirements; current negative operating cash flows and a need for additional funding to finance our operating plans; the terms of any further financing, which may be highly dilutive and may include onerous terms, increases in interest rates which may make borrowing more expensive and increased inflation which may negatively affect costs, expenses and returns; geopolitical events and regulatory changes; and the effect of changing interest rates and inflation, economic downturns and recessions, declines in economic activity or global conflicts. These risk factors and others are included from time to time in documents the Company files with the Securities and Exchange Commission, including, but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. These reports and filings are available at www.sec.gov. All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, including the forward-looking statements included in this press release, which are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as otherwise provided by law.
Ron Boreta
Director and CEO
Agassi Sports Entertainment Corp.
702-400-4005
SOURCE: Agassi Sports Entertainment Corp.