Agassi Sports Entertainment Corp. Announces Unregistered Sale of Equity Securities and Key Investor Information

Key Points:

• Agassi Sports Entertainment Corp. (the “Company”) has executed a Subscription Agreement resulting in the unregistered sale of equity securities.
• The securities were sold to an accredited investor, “Investments AKA,” under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933.
• No public offering or general solicitation was involved, and no sales commissions were paid.
• The shares issued are subject to significant restrictions on transfer and resale, and may not be sold without registration or an applicable exemption.
• The Company emphasizes the speculative nature and risks associated with this private placement, including the possibility of total loss of investment and potential dilution from future financings.
• Disclosure includes state-specific legends and regulatory warnings for residents in various U.S. states.

Detailed Investor Update

1. Execution of Subscription Agreement & Unregistered Share Issuance
Agassi Sports Entertainment Corp. has entered into a Subscription Agreement with Investments AKA, an accredited investor. The Company has issued shares of its common stock at \$5.00 per share in a private, unregistered transaction. The exact number of shares and investment amount are to be filled by the subscriber and will be reflected in the executed agreement.

2. Legal Framework and Exemption from Registration
The Company is utilizing exemptions from registration under Section 4(a)(2) and Rule 506 of Regulation D, signifying that the sale is limited to sophisticated, accredited investors. These shares are not registered under the Securities Act of 1933 and thus carry substantial resale restrictions.

3. Investor Qualifications and Representations
The Subscription Agreement is comprehensive in requiring the investor to affirm several important representations, including:

• They possess sufficient financial and business acumen to assess the risks involved.
• They are acquiring the securities for their own long-term investment, not with a view to resale or distribution.
• They are an accredited investor as defined in Rule 501 of the Securities Act.
• They are capable of bearing the economic risk of loss up to the full amount invested.
• They have performed their own due diligence and relied solely on the information provided in the agreement and its attachments.
• They understand the speculative nature of the investment and the lack of liquidity for the securities.
• They acknowledge that the Company may issue additional securities in the future, possibly at more favorable terms, leading to dilution.

4. Restrictions on Transfer, Potential Lack of Liquidity, and Regulatory Considerations
Investors are cautioned that:

• There are significant restrictions on the transferability of these securities, including potential state “blue sky” law limitations.
• No federal or state agency has passed upon or endorsed the merits of the offering.
• There may not be a public market for the shares, and Rule 144 resale may not be available unless certain conditions are met.
• Certificates for the shares will bear a restrictive legend, and legal opinions will be required for any future transfer not registered under the Securities Act.

5. Financial Reporting and Company Disclosure
The Company has directed investors to its SEC filings, including the Annual Report on Form 10-K and other reports, as sources for financial and operational information. Investors are expected to perform their own review of these materials.

6. Indemnification and Allocation of Risk
Both the Company and the subscriber have agreed to mutual indemnification clauses concerning any misstatements or omissions in registration statements for future resales, limited to the amount of proceeds received or invested. Investors must bear the economic risk of the investment and are not entitled to rescission or guaranteed returns.

7. Additional Financings and No Most Favored Nation Rights
The agreement explicitly states that the Company may conduct additional financings or issue securities on terms that are different, and potentially more favorable, than those offered to the current subscriber. There are no preemptive rights or “most favored nation” clauses protecting this investor from dilution or less favorable treatment.

8. State-Specific Disclosures and Regulatory Legends
The Subscription Agreement contains specific disclosures for residents of California, Connecticut, Florida, Georgia, New York, Oklahoma, Wisconsin, and a NASAA Uniform Legend, all emphasizing the speculative and restricted nature of the securities and the absence of regulatory approval.

Potential Price-Sensitive Information for Shareholders

• Equity Dilution Risk: The Company may issue additional shares in the future, possibly at lower prices or with preferential terms for other investors, which could dilute existing shareholders’ stakes and impact share value.
• Lack of Liquidity and Transfer Restrictions: The newly issued shares are not freely tradable. The lack of a public market and restrictive legends may depress the perceived value of these shares.
• Unregistered Security Risk: These securities are not registered and may never become freely tradable, impacting their marketability and, potentially, overall company valuation.
• No Guaranteed Use of Proceeds: The Company is not required to use the raised funds for any specific purpose, potentially affecting the strategic direction or capital allocation efficiency.
• Speculative Nature and Risk of Loss: The Company repeatedly emphasizes the highly speculative nature of the investment, with a real risk of total loss for investors. This risk level may impact future fundraising, investor confidence, and share price volatility.

Conclusion

The Company’s unregistered private sale of equity to a sophisticated, accredited investor provides new capital but comes with significant caveats for existing and future shareholders. The risk of future dilution, restrictive resale terms, and the speculative nature of the investment should be carefully considered by all stakeholders. The absence of registration or preemptive rights, combined with the Company’s flexibility to issue securities on varying terms, introduces both opportunity and risk, which may impact market perceptions and the value of the Company’s shares.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should perform their own due diligence, review all company filings, and consult with professional advisors before making any investment decisions. The Company’s securities are speculative, illiquid, and subject to significant risks, including the potential for total loss. The information provided is based on the latest SEC filings and subscription agreements as of the date of this article.

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