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): ~~January~~February 292, 2026

AGASSI SPORTS ENTERTAINMENT CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-24970

88-0203976

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1120 N. Town Center Dr #160

Las Vegas, NV

89144

(Address of Principal Executive Offices)

(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):

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

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. [ ]

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure.~~a Material Definitive Agreement

~~Agassi~~IBM ~~Sports~~Embedded ~~Entertainment~~Solution ~~Corp. (the “Company”) is furnishing herewith an updated version of its investor presentation, a copy of which is attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference.~~ Agreement

~~The~~On ~~information~~February ~~contained~~2, in2026, ~~Item~~Agassi ~~7.01 of~~Sports ~~this~~Entertainment ~~Current~~Corp. ~~Report~~ (~~and~~the ~~including~~“Company,” ~~Exhibit~~“us,” ~~99.1 hereto)~~“we,” ~~shall not~~or ~~be deemed~~ “~~filed~~our”) ~~for~~and ~~purposes~~International ofBusiness ~~Section~~Machines 18Corporation ~~of the Securities Exchange Act of 1934, as amended~~ (~~the~~ “~~Exchange Act~~IBM”), orentered ~~incorporated by~~into ~~reference~~an inEmbedded ~~any~~Solution ~~filing~~Agreement ~~under~~– ~~the~~IBM ~~Securities~~Cloud ~~Act~~Enterprise ofSavings ~~1933,~~PLAN asESA ~~amended,~~Transaction orDocument (the ~~Exchange~~ ~~Act,~~“Embedded ~~except~~Solution asAgreement”) ~~shall~~and bean ~~expressly~~Embedded ~~set~~Solution ~~forth~~Agreement byAttachment ~~specific~~for ~~reference~~Build ~~in such~~Fund aCloud ~~filing~~Credits (the “Cloud Credits Attachment”).

~~The~~Pursuant ~~presentation furnished as Exhibit 99.1~~ to ~~this~~the ~~Current~~Embedded ~~Report~~Solution onAgreement, ~~Form~~the ~~8-K,~~Company ~~contains~~plans ~~forward-looking statements,~~to order and, asfor ~~such,~~IBM ~~may~~to ~~involve~~integrate ~~known~~certain ~~and~~IBM ~~unknown~~cloud ~~risks,~~services ~~uncertainties and~~in ~~assumptions.~~an ~~These~~AI-powered ~~forward~~self-~~looking~~improvement ~~statements~~mobile ~~relate~~application tofor ~~the~~active ~~Company’s current~~tennis ~~expectations~~ and ~~are~~pickleball ~~subject~~players to ~~the~~be ~~limitations~~developed ~~and~~by ~~qualifications~~the ~~set forth~~Company in (the ~~presentation~~“App”), as ~~well as~~ in ~~the Company’s~~exchange ~~other~~for ~~filings~~a ~~with~~minimum ~~the~~payment ~~Securities~~commitment ~~and~~of ~~Exchange Commission~~$500,000 ~~including, without~~for ~~limitation,~~the ~~that~~period ~~actual~~between ~~events~~February ~~and/or~~1, ~~results~~2026 ~~may differ materially from those projected in such forward-looking statements. These statements also involve known~~ and ~~unknown~~January ~~risks~~31, ~~which~~2027 ~~may cause~~ (the ~~results~~“First ofCommitment ~~the~~Period”) ~~Company~~ and ~~its~~ ~~subsidiaries~~$3,300,000 tofor bethe ~~materially~~period ~~different~~between ~~than~~February ~~those~~1, ~~expressed~~2027 orand ~~implied~~January ~~in such statements. Accordingly~~31, ~~readers~~2031 ~~should~~(the ~~not~~“Second ~~place~~Commitment ~~undue reliance on any forward-looking statements~~Period”). The ~~Forward-looking~~initial ~~statements may include comments as to the Company’s beliefs and expectations as to future financial performance~~$500, ~~events~~000 ~~and~~commitment ~~trends~~is ~~affecting~~non-refundable ~~its business~~ and ~~are~~the ~~necessarily~~subsequent ~~subject to uncertainties~~$3,300,000 ~~many~~commitment ofwill ~~which~~become ~~are~~non-refundable ~~outside~~unless the Company’s ~~control.~~terminates ~~More information~~such oncommitment ~~potential~~by ~~factors~~written ~~that~~notice ~~could~~to ~~affect~~IBM ~~the~~on ~~Company’s~~or ~~financial results~~before isDecember ~~included~~31, ~~from~~2026. ~~time~~The toEmbedded ~~time~~Solution inAgreement ~~the~~has ~~“Forward-Looking~~an ~~Statements,” “Risk~~initial ~~Factors”~~term ~~and~~of ~~“Management’s~~one ~~Discussion~~year and ~~Analysis~~will ofautomatically ~~Financial Condition~~renew ~~and~~for ~~Results~~an ofadditional ~~Operations”~~four ~~sections~~years of(unless the ~~Company’s~~parties ~~periodic~~agree ~~and current~~to ~~filings~~a ~~with~~different ~~the~~renewal ~~SEC~~term), ~~including~~unless the ~~Form~~Company ~~10-Qs~~terminates ~~and~~it ~~Form~~by ~~10-Ks,~~written ~~filed with~~notice ~~the~~to ~~SEC~~IBM ~~and~~on ~~available~~or atbefore ~~www.sec.gov~~December 31, ~~and~~2026. ~~specifically~~If ~~including~~IBM and the Company’s ~~Quarterly~~do ~~Report~~not onexecute ~~Form~~a ~~10-Q~~renewal for the ~~quarter~~continued ~~ended~~purchase ~~September~~of ~~30, 2025~~IBM ~~and~~cloud ~~Annual~~services ~~Report~~after ~~on Form 10-K for~~ the ~~year~~initial ~~ended~~renewal ~~December 31~~term, ~~2024. Forward-looking statements speak only as of~~ the ~~date~~Embedded ~~they~~Solution ~~are~~Agreement ~~made.~~will ~~The~~continue ~~Company undertakes~~on noa ~~obligation~~ month-to-month ~~publicly~~basis ~~update~~until orterminated ~~revise~~by ~~any~~either ~~forward-looking statements,~~the ~~whether~~Company asor aIBM ~~result~~upon of30 ~~new~~days’ ~~information,~~prior ~~future~~written ~~events~~notice. orIBM ~~otherwise that~~will ~~occur~~also ~~after~~provide ~~that~~technical ~~date,~~support ~~except~~for asits ~~otherwise~~cloud ~~provided~~services byduring ~~law~~the term.

Pursuant to the Cloud Credits Attachment, IBM will grant the Company up to $250,000 in cloud credits in three installments over the First Commitment Period, with each set of cloud credit expiring six months from the date the credits are applied. Cloud credits are to be used for development and testing of the Company’s embedded solution as part of IBM’s Build Fund Program. IBM may terminate the Company’s cloud credits for any reason, in IBM’s discretion, including if it determines that any information supporting the Company’s eligibility for participation was untrue or if the Company breaches the terms of the Cloud Credits Attachment or the Embedded Solution Agreement.

The foregoing description of the Embedded Solution Agreement and Cloud Credits Attachment does not purport to be complete and is qualified in its entirety by reference to the full text of the Embedded Solution Agreement and Cloud Credits Attachment filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information and disclosures in Item 1.01, above, are incorporated by reference into this Item 2.03 in their entirety by reference, to the extent required by Item 2.03 of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		~~Description of~~ Exhibit Description
99.1*		Presentation of Agassi Sports Entertainment (January 2026)
10.1#♦*		Embedded Solution Agreement – IBM Cloud Enterprise Savings PLAN ESA Transaction Document dated February 2, 2026, by and between Agassi Sports Entertainment Corp. and International Business Machines Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL documents).
10.2#*		Embedded Solution Agreement Attachment for Build Fund Cloud Credits dated February 2, 2026, by and between Agassi Sports Entertainment Corp. and International Business Machines Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* ~~Furnished~~ Filed herewith.

# Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential.

♦ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

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.

	Agassi Sports Entertainment Corp.
	By:	/s/ Ronald S. Boreta
Date: January 29, 2026	Name:	Ronald S. Boreta
Date: February 3, 2026	Name:	Ronald S. Boreta
	Title:	Chief Executive Officer

Filing Compare · Agassi Sports Entertainment Corp.