This is a pure resale registration with no new capital raised for the company. The massive overhang of 13.98M registered shares (107% of current float) at a fixed $6.40 price creates significant near-term selling pressure. Monitor for any insider selling activity post-effectiveness and for the company's ability to raise the additional capital needed to meet IBM payment obligations and fund operations beyond Q3 2026. The Q4 2026 App launch is a binary catalyst but carries high execution risk given the company's cash position.
Executive Summary
Agassi Sports Entertainment Corp. filed Amendment No. 1 to its S-1 registration statement to register the resale of up to 13,981,982 shares of common stock by selling shareholders. The company is a pre-revenue development-stage entity aiming to build a racket sports media and entertainment platform centered on AI-powered coaching, live events (World Series of Pickleball), and a physical facilities initiative (Let's Play). The filing highlights a going-concern qualification, an accumulated deficit of $42.1M as of March 31, 2026, material weaknesses in internal controls, and heavy reliance on related-party funding from Andre Agassi and management. The company will not receive any proceeds from this resale offering, though it may receive cash from warrant exercises.
Key Facts
- Pre-revenue company with zero revenue for FY2024, FY2025, and Q1 2026.
- Accumulated deficit of $42,140,416 as of March 31, 2026.
- Working capital deficit of $873,810 as of March 31, 2026.
- Independent auditors issued a going-concern opinion for FY2025 and FY2024 financial statements.
- Material weaknesses identified in internal control over financial reporting and disclosure controls.
- Heavy reliance on related-party funding: $1.62M in stock sales and a $1M convertible note from entities controlled by Andre Agassi and management.
- Company will not receive any proceeds from the resale of shares by selling shareholders.
- 13,981,982 shares registered for resale, representing over 100% of current outstanding shares (13,096,824).
- Fixed resale price of $6.40 per share until stock is quoted on OTCQB/QX or a national exchange.
- Company does not currently meet Nasdaq uplisting requirements.
- Planned App and Platform launch targeted for Q4 2026, with estimated implementation cost of ~$2.7M.
- Obligations to IBM Parties include ~$2.1M under Services Agreement and $500K non-refundable (plus $3.3M future) under Embedded Solution Agreement.
- Officers, directors, and Andre Agassi beneficially own 56.3% of outstanding common stock.
Financial Impact
Pre-revenue company with $42.1M accumulated deficit, $873,810 working capital deficit, and $1.19M in current liabilities as of March 31, 2026. No revenue generated in FY2024, FY2025, or Q1 2026. Net losses of $9.49M (FY2025), $793,749 (FY2024), and $2.51M (Q1 2026).
Risk Factors
- Going-concern risk: accumulated deficit of $42.1M and working capital deficit of $873,810.
- Massive share overhang: 13.98M shares registered for resale vs. 13.1M shares outstanding.
- Fixed-price resale at $6.40 may create artificial ceiling on stock price until uplisting occurs.
- Heavy reliance on related-party funding from Andre Agassi and management, with no contractual obligation for future funding.
- Material weaknesses in internal controls and lack of independent directors.
- Pre-revenue business model with unproven Platform/App and no timeline for World Series of Pickleball event.
- Significant contractual obligations to IBM (~$2.1M + $500K non-refundable + $3.3M future commitment) with limited cash on hand ($316,989 as of March 31, 2026).
- Dilution risk from 3.4M outstanding warrants and $1M convertible note that converts at next equity raise of $3M+.
- Failure to meet Nasdaq listing requirements limits liquidity and keeps stock on OTC markets.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001493152-26-036891 |
| Exhibit: ex5-1.htm | 0001493152-26-036891 |
| Exhibit: ex23-1.htm | 0001493152-26-036891 |
| Document: 0001493152-26-036891-index-headers.html | 0001493152-26-036891 |
| Document: 0001493152-26-036891-index.html | 0001493152-26-036891 |
| Document: 0001493152-26-036891.txt | 0001493152-26-036891 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | 8-K | $5.20 | awaiting T+20 | — | $5.20 (−0.00%) |
Oct 20, 2026 7d ago | SC 13D/A | $5.20 | awaiting T+20 | — | $5.20 (−0.00%) |
Oct 19, 2026 8d ago | 8-K | $5.00 | awaiting T+20 | — | $5.20 (+4.00%) |
Oct 1, 2026 26d ago | 8-K | $5.00 | awaiting T+20 | — | $5.20 (+4.00%) |
Sep 24, 2026 4w ago | SC 13D/A | $4.75 $5.50 | ▲ +15.79% | ▲ +16.21% | $5.20 (+9.47%) |
Aug 13, 2026 10w ago | EFFECT | $6.30 $5.70 | ▲ +9.52% | ▲ +7.78% | $5.20 (+17.46%) |
Aug 10, 2026 11w ago | S-1/A | $6.20 $5.50 | ▲ +11.29% | ▲ +10.23% | $5.20 (+16.13%) |
Aug 10, 2026 11w ago | 8-K | $6.20 $5.50 | ▼ −11.29% | ▼ −10.23% | $5.20 (−16.13%) |
Aug 4, 2026 12w ago | 8-K | $6.50 $6.22 | ▼ −4.31% | ▼ −3.07% | $5.20 (−20.00%) |
Jul 30, 2026 12w ago | 8-K | $6.40 $6.50 | ▲ +1.56% | ▼ −2.40% | $5.20 (−18.75%) |
US Market Status
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