OTC: AASP

2

The Company plans to use press
releases and various social media channels, including its Instagram account (agassisportsentertainment),
as additional means of disclosing public information to investors, the media
and others interested in the Company. It is possible that certain information
that the Company disseminates in press releases and on social media could be
deemed to be material information, and the Company encourages investors, the
media and others interested in the Company to review the business and financial
information that the Company disseminates in press releases and on the social
media channels identified above, as such information could be deemed to be
material information. The contents on the Company’s website and its social
media channels are not incorporated by reference in this Report.

Corporate Information

Our principal executive offices
are located at 1120 N. Town Center Dr #160, Las Vegas, Nevada 89144, and our
telephone number is (702) 400-4005.

Corporate History

The Company was incorporated in Nevada on
March 6, 1984, under the name “Sporting Life, Inc.” The Company’s name was
changed to “St. Andrews Golf Corporation” on December 27, 1988, to “Saint
Andrews Golf Corporation” on August 12, 1994, to All-American SportPark, Inc.
on December 14, 1998, and to “Global Acquisitions Corporation” on February 15,
2021.

In December 1994, the Company completed an
initial public offering of 1,000,000 Units, each Unit consisting of one share
of common stock and one Class A Warrant. The net proceeds to the Company from
this public offering were approximately $3,684,000. The Class A Warrants
expired unexercised on March 15, 1999.

On July 12, 1996, the Company entered into a
lease agreement of land in Las Vegas, Nevada, on which the Company developed a
Golf Center and All-American SportPark, (“SportPark”) properties. The
SportPark opened for business in October 1998 and was disposed of in May 2001.

On June 15, 2011, the Company entered into a
Stock Transfer Agreement with Saint Andrews pursuant to which the Company
transferred 49% of the outstanding common stock of All-American Golf Center,
Inc. (“AAGC”), a subsidiary of the Company, to Saint Andrews Golf Shop,
Ltd. (“Saint Andrews”) in exchange for the cancellation of $600,000 of
debt owed by the Company to Saint Andrews.

Saint Andrews is owned by Ronald S. Boreta, the
Company's Chief Executive Officer, President and a Director, and John Boreta,
his brother. John Boreta is a former principal shareholder of the Company and
became a Director of the Company in 2012 and resigned in October 2024. The debt
owed by the Company to Saint Andrews was from advances made in the past by
Saint Andrews to provide the Company with working capital.

On June 10, 2016, the Company entered into a
Transfer Agreement for the sale and transfer of the Company’s remaining 51%
interest in AAGC, which constituted substantially all of the Company’s
assets. On October 18, 2016, the Company
completed the closing of the Transfer Agreement pursuant to which the Company
transferred the 51% interest in AAGC to Ronald S. Boreta and John Boreta
(collectively, the “Boretas”), and also issued to the Boretas 1,000,000 shares
of the Company’s common stock, in exchange for the cancellation of promissory
notes held by the Boretas and the interest accrued thereon totaling $8,900,651.

In connection with the closing of the
Transfer Agreement, AAGC assumed the obligation of the Company to pay Ronald S.
Boreta for deferred salary which totaled $342,500. In addition, AAGC cancelled
$4,267,802 in advances previously made by it to the Company to fund its
operations.

Also in connection with the closing of the
Transfer Agreement, entities controlled by the Boretas cancelled $1,286,702
owed to them by the Company. The Company cancelled $24,523 owed to the Company
by entities controlled by the Boretas.

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On October 18, 2016, the Company
completed the closing of the Transfer Agreement for the sale and transfer of
the Company’s 51% interest in AAGC, which constituted substantially all of the
Company’s assets.

As a result of the closing of the
Transfer Agreement, the Company became a “shell company”, with nominal
operations and nominal assets. Beginning in October 2016, the Company’s purpose
was to seek, investigate and, if such investigation warrants, acquire an
interest in business opportunities presented to us by persons or firms who or
which desire to seek the perceived advantages of a corporation whose securities
are registered pursuant to the Exchange Act.

In November 2024, the
Company’s management determined to cease seeking out business opportunities,
mergers or acquisitions, and instead to launch an operating strategy to become
a leader in the global sports entertainment and media industry. The Company’s
efforts are initially focused on court sports, beginning with planned growth
opportunities associated with branding and growing the pickleball and padel
industries, both of which are currently experiencing significant growth. The
Company expects its publicly-traded structure to provide a way for the
investing public to participate in these exciting and rapidly growing markets.

On March 25, 2025, the Company
filed an amendment to the Company’s Articles of Incorporation, as amended (the
“Amendment”) with the Secretary of State of the State of Nevada to
change the name of the Company from “Global Acquisitions Corporation” to “Agassi
Sports Entertainment Corp.” (the “Name Change”). The Name Change became
effective at 12:01 A.M. EST on Monday, March 31, 2025. The Name Change was
approved by the Board of Directors of the Company, which in accordance
with Section 78.390(8) of the Nevada Revised States, can
approve amendments to a Nevada corporation’s articles of
incorporation, without the approval of the stockholders.

Current Plan of Operations

We currently plan to create and
manage unique content, building sports communities around entertainment, media,
wellness, education, commerce, and charitable efforts, with the goal of
becoming a leading media and entertainment company in the world of racket
sports.

By identifying opportunities for
co-branding, partnering, and acquisitions, we plan to develop trusted brands in
sports entertainment and bring them together under the Company’s brand.

Our planned business model is
designed around proprietary and curated content supported by planned
sponsorships, brand relationships, live event hosting, e-commerce and
merchandising, and licensing and media rights.

We currently plan to undertake
the following, funding permitting:

Digital Platform

As discussed
in greater detail below under “Material Agreements/Transactions —Statement
of Work, —Partnership Agreement for Consulting Services and — IBM Embedded Solution Agreement”, the Company has entered into
several agreements with IBM Norge AS and International Business Machines
Corporation (collectively, the “IBM Parties”), pursuant to which such
entities have agreed to help us create an artificial intelligence (AI)-powered comprehensive
digital platform designed to serve as the premier online community and wellness
hub for enthusiasts of racket sports, including tennis, padel, and pickleball (the
“Platform”). The Platform is initially expected to be accessible through
the Company’s website and in the future to be accessible as a mobile
application (the “App”).

The Platform is expected to be called “Agassi Intelligence”,
and be structured as a digital ecosystem designed to support player
development, community engagement, and personalized experiences across racquet
sports. The Platform is expected to include AI-powered coaching, swing
analysis, and tailored equipment recommendations, beginning with tennis and
expanding into pickleball and padel through a phased release strategy.

The Platform is currently also expected to include what we
are calling “Darren AI”, which will allow users to change with an AI agent
coded to think like Darren Cahill, Andre Agassi’s former coach.

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Our planned subscription-based Platform will aim to foster
a holistic approach to racket sports participation, emphasizing not only
performance tracking but also physical, mental, and social well-being.

Key features of the platform are expected to include:

•

Performance logging and analytics, enabling users to record
matches, practice sessions, drills, and cross-training activities, with
integration capabilities for wearables such as Apple Watch and Garmin devices
to capture detailed statistics including time on court, rally counts, heart
rate, training load, and shot speed.

•

A robust community and social layer that is expected to allow
users to follow friends, teammates, and local players; share match summaries,
highlights, and achievements; and participate in challenges, leaderboards, and
rankings at local club, city, and global levels, inspired by legendary figures
such as Andre Agassi and Stefanie Graf, our largest stockholder and Brand Partner,
respectively.

•

Premium coaching and educational content, featuring short-form
instructional videos and masterclasses drawing from the philosophies of
prominent racket sports icons, along with curated training plans tailored to
various skill levels from beginner to advanced, live question-and-answer
sessions, ask-me-anything events, and occasional virtual interactions with
professional players and coaches.

•

Play and partner discovery functionality to connect users with
compatible playing partners based on location, skill rating, and preferred
racket sport, with planned future integrations (in later development phases)
for direct booking with club facilities and event systems.

Through these integrated elements, the Platform will seek
to position itself as the primary destination for racket sports health and
wellness, extending beyond traditional scorekeeping or competition to support
users' overall physical fitness, mental resilience, and social connections
within the racket sports ecosystem.

Our platform has two main AI powered products, Swing Analysis AI and AI Coaching LLM.

•

Our swing analysis is built using both open
source and publicly available (licensable) computer vision models, and
proprietary and internally developed models. The publicly available models
power key point and object detection from video, where we can mitigate risk and
try different models, or change licenses if needed. The proprietary models
analyze the extracted data to provide personalized feedback to a user in a
mobile app, these models have a carefully designed data pipeline which utilize
the extracted key point data, which hence qualifies the utility of the open
source models.

•

The
LLM experience is created in partnership with IBM & Delphi (proprietary
technology from partners, respectively), handling the majority of the
performance of the LLM experience for users. Our input to this model is
carefully selected training data for text and voice, which helps us ensure the
expected quality in coaching for users. We use a proprietary hierarchical
coaching methodology on top of the extracted data in (1) to create a unique
experience for the user. The methodology is not an AI model but helps us
mitigate both risk and hallucination from the LLM experience, by selecting and
translating core coaching principles that we agree with.

The Platform, which is currently in beta testing, is currently planned to
launch by the end of the second
quarter of 2026, with a staggered roll-out of e-commerce (tennis
racquets, paddles, sports nutrition, etc.), a personalized racquet/paddle
recommender and an AI coaching model.

The App launch is anticipated to occur in the third or
fourth quarter of 2026, and is planned to include the same coaching AI feature,
as well as swing analysis feedback, motivational challenges, progress tracking,
and social sharing. While it is expected to initially focus on tennis, the
Company’s current goal is to expand all features of the app to pickleball and
padel, in the future, with the goal of helping position the platform as a
single hub for racquet sports.

5

The estimated cost for the digital platform is segmented
into two elements. The first is the
launch of “Darren AI”. The costs
associated with that launch
are estimated to be $100,000.
The second is the launch of “Agassi Intelligence”,
which we estimate to cost a total of
approximately $2,400,000 to implement. Currently, IBM is in final development of the
platform.

We hope that
the Platform and App will create strong and recurring revenue streams, while
also fostering a fun, thriving and informative racquet sports community on a
global scale under the iconic Agassi brand.

World Series of Pickleball

As
discussed in greater detail below under “Material
Agreements/Transactions—Trademark Acquisition Agreement”, on May 31, 2025,
we acquired the rights to the trademark for “World Series of Pickleball”
(the “Trademark”).

Our
current plans include launching the World Series of Pickleball, which is
intended to be a new championship property owned and developed by the Company.

The
Company hopes that the World Series of Pickleball, which is planned to feature
a marquee open, a team-based championship week welcoming players of all skill
levels from around the world, with prize purses and global celebrity
participants, including involvement from Andre Agassi, alongside everyday
competitors and professionals who choose to enter. The World Series of
Pickleball is planned to be headquartered and launched in Las Vegas. The multi-day
event is expected to bring together competitors from across the globe,
supported by planned premium production, hospitality programming, and
integrated media distribution which is expected to be designed to deliver a
world-class experience for fans and partners.

The Company intends for the World Series of Pickleball to
serve as a long-term commercial platform encompassing sponsorship, media
rights, ticketing, hospitality, and strategic brand partnerships, and the
Company is currently pursuing relationships with leading hospitality and media
organizations to support distribution, audience growth, and sustained
commercial expansion.

To date, the planning and production of the World Series of
Pickleball is in its initial stages, and the Company does not currently have a
timeline for the initial event, and has not entered into any material
agreements in connection therewith, other than with service providers who are
helping the Company plan the event, including TEAM Marketing AG, a
Switzerland-based global leader in the development, sales and delivery of
world-class sports events.

Costs associated with the World Series of Pickleball are expected to have a minimal impact
on the Company’s
cash flow because of
expected sponsorship agreements which we hope to
enter into in connection
with such planned event.
As a result, we currently anticipate that substantially
all expenses associated with
the planned event will be covered by those agreements and
associated sponsorship revenue sources.

Facilities;
Programs and Content

The
following are in the early stages of development, and we expect the World
Series of Pickleball and our planned digital platform to take priority in the
coming months:

• Acquire, build and/or create
physical facilities, leagues, tournaments, events, social communities, and
merchandisers.

• Develop strategic relationships
with “Best of Class” operators and developers in key segments within the
pickleball and padel communities through co-branding and acquisition
opportunities.

• Develop our “ACE Program” of
certifying facilities, social media communities, content creators, coaches,
third-party leagues, and events under a planned marketing brand.

• Create and distribute
proprietary and curated content through various media channels.

6

• IP development and
collaboration.

We also plan to launch a
“Pickleball for All” charitable initiative to introduce, grow, and develop
pickleball in underserved and disadvantaged communities across the United
States. We expect to work with best of class brands to provide access to our
“Fun for Free” courts and equipment in public parks, schools, and other
locations that will serve as home courts to communities across the country for
social wellness, practice, learning, and pickleball fun for all. We plan to work
with select merchandisers and retailers to create quality equipment and offer
merchandise at price points which will appeal to beginners and families, with a
portion of the revenue to be reinvested into the Pickleball for All program.

Material
Agreements/Transactions

Trademark Acquisition Agreement

On May 31, 2025, the Company
entered into a Trademark Acquisition Agreement with Patrick J. Rolfes and Ted
Angelo (the “Sellers”), the owners of the trademark for “World
Series of Pickleball”. Pursuant to the Trademark Acquisition Agreement,
we acquired all rights to, and ownership of, the Trademark, in consideration
for $25,000 in cash and warrants to purchase 50,000 shares of the Company’s
common stock (with warrants to purchase 25,000 shares granted to each
seller)(the “Sellers Warrants”).

The Trademark Acquisition
Agreement includes customary representations and indemnification obligations of
the sellers, for a transaction of the size and type, as the Trademark
acquisition. As additional consideration payable to each of the sellers, we
agreed that during the lifetime of each of the sellers, we would furnish them
an aggregate of six (6) VIP tickets to all World Series of Pickleball events
produced by or on behalf of the Company. Such tickets are subject to all
the rules and regulations, including standards of behavior, applicable to
tickets generally.

The Sellers Warrants have an
exercise price of $5.75 per share (the closing sales price of the Company’s
common stock on the last trading day prior to the entry into the Trademark
Acquisition Agreement) and a three year term and are exercisable only on a cash
basis. The Sellers Warrants include a 4.999% beneficial ownership limitation,
which can be increased to 9.999% by either holder, with at least 61 days prior
written notice to the Company.

Together with its entry into,
and the closing of the transactions contemplated by, the Trademark Acquisition
Agreement, and its change in business focus as discussed above, the Company is
no longer a “shell company” (as such term is defined in Rule 12b-2 under the
Exchange Act), and effective on the date of the closing of the Trademark
Acquisition Agreement, May 31, 2025, the Company ceased being a “shell
Company”, and transitioned to being a start-up/development stage company. In
connection therewith, the Company now has (i) a specific business plan and
purpose which required significant expertise and dedication from management to
develop, (ii) a conscionable plan of operations upon which it is executing,
(iii) a clear revenue generation strategy, and (iv) the incurrence of operating
expenses consistent with a Company that is in its development stage, each as
discussed below.

Consulting Agreements

The Company, for
consulting services agreed to be rendered, on March 6, 2025, issued to
Darren Cahill, warrants to purchase up to 250,000 shares of the Company’s
common stock, at the exercise price of $1.70 per share of common stock. The
warrants expire on March 5, 2030. The
warrants are exercisable as to one half of the shares of common stock
immediately, and exercisable as to the remaining half of the shares of common
stock one year following the grant date of the warrants.

The Company, for
consulting services agreed to be rendered, on March 6, 2025, issued to
Justin Gimblestob, warrants to purchase up to 500,000 shares of the Company’s
common stock, at the exercise price of $1.70 per share of common stock. The
warrants expire on March 5, 2030. The
warrants are exercisable as to one half of the shares of common stock
immediately, and exercisable as to the remaining half of the shares of common
stock one year following the grant date of the warrants.

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The Company, for services
agreed to be rendered as the Company’s Chief Financial Officer, on March
6, 2025, issued to
Shawn Cable, warrants to purchase up to 100,000 shares of the Company’s common
stock, at the exercise price of $1.70 per share of common stock. The warrants
expire on March 5, 2030. The warrants are exercisable as to
one half of the shares of common stock immediately, and exercisable as to the
remaining half of the shares of common stock one year following the grant date
of the warrants.

Moneta Advisory Services Agreement

On July 31, 2025, the Company
entered into a Services Agreement (the “Services Agreement”) with Moneta
Advisory Partners, LLC (“Moneta”). Pursuant to the Services Agreement,
Moneta agreed to provide us certain media and content-related services through
December 31, 2025 , unless earlier terminated in accordance with the terms of the
Services Agreement. In consideration for agreeing to provide services under the
Services Agreement, (a) we agreed to pay Moneta a one-time payment of $50,000
upon execution of the Services Agreement; and monthly payments of $25,000,
beginning on the first day of the second month of the term and continuing
through the remainder of the term; and (b) we granted Moneta a warrant to
purchase 50,000 shares of the Company’s common stock (“Moneta Warrants”), which
vested in full upon grant. The Moneta Warrants have an exercise
price of $6.30 per share (the closing sales price of the Company’s common stock
on the date the Services Agreement was entered into) and a three year term and
are exercisable only on a cash basis. The warrants expire on July 31, 2028. The
Moneta Warrants include a 4.999% beneficial ownership limitation, which can be
increased to 9.999% by Moneta, with at least 61 days prior written notice to
the Company. Payments under the agreement are currently
suspended while the Company confirms the timing for required deliverables.

Statement of Work

On July 2, 2025, the Company
entered into a Statement of Work (the “SOW”) with IBM Norge AS (“IBM”),
pursuant to which IBM agreed to support, and provide services to the Company in
connection with, the Company’s goal of launching a state-of-the-art racquet
sport experience, including design and digital product concept services.

The SOW sets forth project
responsibilities, timelines and milestones. The project is expected to start on
July 7, 2025, and to be completed on or before October 30, 2025, and the
Company has agreed to pay IBM $75,000 in consideration for services rendered
pursuant to the SOW, payable upon the completion of certain project milestones
as described in greater detail in the SOW. The SOW may be terminated by either
party with 30 days prior written notice.
The SOW was completed and
$75,000 was paid in 2025.

Collaboration and Licensing Agreement

On July 10, 2025, the Company
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.

No Ventures have been identified
as of the date of this Report.

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Partnership Agreement for Consulting Services

On October 31, 2025, the Company
entered into a Partnership Agreement for Consulting Services (the “Services
Agreement”) and a Commitment Agreement (the “Commitment Agreement”)
with IBM. Pursuant to the Services Agreement, IBM will provide us certain
consulting services to be described in one or more statements of work.
The first statement of work, entered into simultaneously with the Services
Agreement (“SoW 1”), provides for IBM to create a website, mobile
application, e-commerce, and A.I.-powered video analysis model for the Company
(the “A.I. Model”) designed to serve the racquet sports community and
create multiple revenue streams between November 1, 2025 and June 30, 2026, in
exchange for a total payment of $2,134,716, payable in monthly installments in
accordance with the terms of SoW 1, including $100,000 within 15 days after
invoice from IBM, for each of November and December 2025, and January and
February 2026, with $204,387 due before February 28, 2026 and $613,161 before
March 20, 2026, and $229,292 due for each month of March through June 2026.
We are also required to reimburse certain travel expenses, living expenses, and
reasonable expenses incurred by IBM in connection with the services provided
under SoW 1. To date, $454,387 has been paid under the Commitment Agreement.

We believe the partnership with IBM supports and will
facilitate the acceleration of our mission to build a global commercial digital
ecosystem around wellness, learning and entertainment. We expect the
partnership, and the A.I. Model, to create strong and recurring revenue
streams, while also fostering a fun, thriving and informative racquet sports
community on a global scale under our iconic Agassi brand.

Brand Partner Agreement

On November 22, 2025, we entered
into a Brand Partner Agreement with Stefanie Graf (the “Brand Partner
Agreement”), who is the spouse of Andre Agassi, our largest shareholder,
and who is a former professional tennis player who among numerous other accolades
was ranked as the world No.
1 in women’s singles by the Women's Tennis Association (WTA) for a record 377
weeks, and finished as the year-end No. 1 a record eight times, pursuant to which
Ms. Graf (a “Brand Partner”) has agreed to serve as a Company advisor,
spokesperson, celebrity endorser and brand partner. Pursuant to the Brand
Partner Agreement, the Brand Partner will (i) participate in certain Company
projects and initiatives, subject to agreement as to scope and compensation in
each instance; (ii) promote the Company’s brand and content through public
appearances, interviews, and social media activity, subject to mutual agreement
as to each social media post; and (iii) provide advice and consultation upon
Company request with respect to the Company’s brand and content. The
Brand Partner has also licensed her image, name and likeness to the Company for
use in our public relations, advertising and marketing, on a worldwide basis,
subject to the Brand Partner’s right to disapprove of any particular use. The
Brand Partner Agreement has a five-year term, subject to extension by mutual
agreement.

In consideration for her services
under the Brand Partner Agreement, we granted Ms. Graf warrants to purchase
1,000,000 shares of the Company’s common stock at an exercise price of $5.50
per share (the “Graf Warrants”). The Graf Warrants vested
immediately and have a five-year term. The Graf Warrants are exercisable
as to one half of the shares of common stock immediately, and exercisable as to
the remaining half of the shares of common stock one year following the grant
date. The Graf Warrants may be exercised either by cash payment or via
cashless exercise based on a formula set forth in the Graf Warrants.

The Brand Partner Agreement may
be terminated by either party at any time, with or without cause, upon written
notice. The Brand Partner Agreement includes customary representations of the
parties and confidentiality provisions. The Company may assign its rights under
the Brand Partner Agreement to an affiliate or in connection with the bona fide
sale of the Company’s business, whether by way of sale, merger or acquisition,
but the Brand Partner Agreement is otherwise non-assignable.

IBM Embedded Solution Agreement

On February 2, 2026, we and
International Business Machines Corporation (“International Business”)
entered into an Embedded Solution Agreement – IBM Cloud Enterprise Savings PLAN
ESA Transaction Document (the “Embedded Solution Agreement”) and an
Embedded Solution Agreement Attachment for Build Fund Cloud Credits (the “Cloud
Credits Attachment”).

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Pursuant to the Embedded Solution
Agreement, the Company plans to order and for International Business to integrate
certain International Business cloud services in an AI-powered self-improvement
mobile application for active tennis and pickleball players to be developed by
the Company (the “App”), in exchange for a minimum payment commitment of
$500,000 for the period between February 1, 2026 and January 31, 2027 (the “First
Commitment Period”) and $3,300,000 for the period between February 1, 2027
and January 31, 2031 (the “Second Commitment Period”). The initial
$500,000 commitment is non-refundable and the subsequent $3,300,000 commitment
will become non-refundable unless the Company terminates such commitment by
written notice to International Business on or before December 31, 2026. The
Embedded Solution Agreement has an initial term of one year and will automatically
renew for an additional four years (unless the parties agree to a different
renewal term), unless the Company terminates it by written notice to International
Business on or before December 31, 2026. If International Business and the
Company do not execute a renewal for the continued purchase of International
Business cloud services after the initial renewal term, the Embedded Solution
Agreement will continue on a month-to-month basis until terminated by either
the Company or International Business upon 30 days’ prior written notice. International
Business will also provide technical support for its cloud services during the
term.

Pursuant to the Cloud Credits
Attachment, International Business will grant the Company up to $250,000 in
cloud credits in three installments over the First Commitment Period, with each
set of cloud credits 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 International Business’s Build Fund
Program. International Business may terminate the Company’s cloud credits
for any reason, in International Business’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.

Competition

The
pickleball and padel industries are highly fragmented. We expect to face
competition for our planned physical facilities from fitness clubs and centers;
the YMCA and similar non-profit organizations or community centers; physical
fitness and recreational facilities established by local governments, hospitals
and businesses; racquet, tennis, pickleball and other athletic centers; rental
unit and condominium amenity centers; and country clubs. We expect to face
competition for our planned content and media channels from other fitness based
content providers and other forms of media.

We
also believe that barriers to entry in the relatively nascent pickleball and
padel industry are relatively low. We expect that some of our current
competitors have, and potential competitors may have, longer operating
histories, and significantly greater financial, marketing and other resources
than we do. In addition, business combinations and consolidation in and across
the industries in which we compete could further increase the competition we
face and result in competitors with significantly greater resources than us.
These factors may adversely affect our business, financial condition and future
operating results. These competitors may engage in more extensive research and
development efforts, undertake more far-reaching marketing campaigns and adopt
more aggressive pricing policies, which may allow them to build larger customer
bases or generate revenues more effectively than we do.

Moving
forward, we plan to compete with competitors based on our significant ties to
Andre Agassi, one of the greatest tennis players of all time, who has
transitioned into being a significant proponent of pickleball, and our plans
designed around proprietary and curated content supported by planned
sponsorships, brand relationships, live event hosting, e-commerce and
merchandising, and licensing and media rights.

Industry

According to a 2022 Pickleball
Participation Report by the Sports and Fitness Industry Association, pickleball
is among the fastest growing sports in the US and globally for 3 consecutive
years at a rapid growth rate of 223.5% in the United States. There are an
estimated over 36.5 million pickleball players in the US and the pickleball
equipment market was estimated to be worth $65 billion in 2022 with an expected
compounded rate of return of 9%, and expectations to grow to over $155 billion
by 2033.

10

Recent Funding Transactions

Between November 4, 2024 and
November 7, 2024, the Company entered into a series of subscription agreements
(the “Subscription Agreements”), in connection with a private placement
offering to accredited investors (the “Investors”), which offering
closed on November 7, 2024, and pursuant to which we raised aggregate gross
proceeds of $2,500,000 (the “Offering”). Under the Subscription
Agreements, the maximum amount of the Offering was $2,500,000, which amount was
fully subscribed. In connection with the Offering, we sold to 23 Investors, an
aggregate of 2,631,543 shares of our restricted common stock, par value $0.001
per share (the “Shares”) for $0.95 per Share.

The Company currently plans to
use the net proceeds from the Offering to advance business operations in the
global racquet sports entertainment business, with an initial focus on consolidating,
building and growing pickleball and Padel related opportunities, and for
working capital and general corporate purposes.

On March 13, 2026, the Company entered
into two Subscription Agreements with two accredited investors (the “2026 Investors”),
pursuant to which the 2026 Investors purchased an aggregate of 80,000 shares of
restricted common stock from the Company, for $5.00 per share, or a total of
$400,000. The Subscription Agreements included customary representations and
warranties of the Investors and the Company.

One of the 2026 Investors was the
Boreta Lifetime Trust, whose trustee is Ronald S. Boreta, the Company’s
President, Chief Executive Officer and director. The Boreta Trust purchased
50,000 shares of restricted common stock for $5.00 per share or $250,000 in
aggregate.

Employees

The Company currently has five full-time and one-part time employees.
None of our employees are represented
by a labor union or covered by a collective bargaining agreement.

We are focused on the safety, retention and development of our existing
employees. We promote a holistic approach to building our team and believe we have
created a culture that is inclusive, diverse and high performing. We believe
our compensation programs are competitive relative to others in our industry
and are designed to attract, retain and reward personnel through the
combination of cash-based compensation, equity-based compensation and benefits.

Intellectual Property

We
rely on a combination of patent, trademark, copyright and trade secret laws in
the United States and other jurisdictions as well as confidentiality procedures
and contractual provisions to protect our proprietary technology, trade
secrets, technical know-how and other proprietary information. We enter into
confidentiality agreements with our consultants and enter into confidentiality
agreements with other parties.

Intellectual
property laws, procedures, and restrictions provide only limited protection and
any of our intellectual property rights may be challenged, invalidated,
circumvented, infringed, or misappropriated. Further, the laws of certain
countries do not protect proprietary rights to the same extent as the laws of
the United States and, therefore, in certain jurisdictions, we may be unable to
protect our proprietary technology. Despite our efforts to protect our
proprietary technology and our intellectual property rights, unauthorized
parties may attempt to copy or obtain and use our technology to develop
applications with the same functionality as our applications. Policing
unauthorized use of our technology and intellectual property rights is
difficult.

Although
we believe that our name is protected by applicable state common law trademark
laws, we do not currently have any patents, concessions, licenses, royalty
agreements, or franchises. We do however own the rights to the U.S. trademark
for, “World Series of Pickleball” for use in goods and services, bags
and organizing,
conducting and operating tournaments.

Government Regulations

Our planned operations will be
subject to a variety of laws and regulations in the United States and around
the world that involve matters central to our business. Many of these laws and
regulations are still evolving and being tested in courts, and could be interpreted
in ways that could have a negative impact on our business. These laws may
relate to privacy and data protection, online safety, rights of publicity,
content, intellectual property, advertising, marketing, distribution, data
security, electronic contracts and other communications, artificial
intelligence, competition, protection of minors, consumer protection,
telecommunications, taxation, economic or other trade prohibitions or
sanctions, anti-corruption law compliance, securities law compliance, online
payment services, and labor and employment. Additionally, foreign data
protection, privacy, content, competition, and other laws and regulations can
impose different obligations or be more restrictive than those in the United
States. U.S. federal and state and foreign laws and regulations, which in some
cases can be enforced by private parties in addition to government entities,
are constantly evolving and can be subject to significant change. As a result,
the application, interpretation, and enforcement of these laws and regulations
are often uncertain and difficult to predict, particularly in the rapidly
evolving industry in which we plan to operate, and may be interpreted and
applied inconsistently from country to country and inconsistently with our
current policies and practices.

11

Proposed, new and evolving
legislation and regulations, as well as evolving interpretations of and
practices around certain regulations, could also significantly affect our
business. For example, the implications of the European Union General Data
Protection Regulation (“GDPR”) and the GDPR as it applies in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“UK GDPR”),
which will apply to our processing of personal data in connection with certain
products and services we may offer in the future, are far-reaching and
responses to these continue to develop. In addition to these laws, there are a
number of legislative proposals in the EU as well as other jurisdictions that
could impose new obligations or limitations in areas affecting our business. In
the United States, there are a number of existing state laws, such as those in
California, Virginia, Colorado, Connecticut, Utah and Illinois, as well as
others that are to come into force in the coming years, in addition to a
potential comprehensive federal privacy statute. Agencies such as the Federal
Trade Commission are increasing their enforcement efforts and considering
adopting new privacy rules. New privacy laws or regulations are likely to grant
enhanced privacy rights to individuals and impose obligations on us as a
business operating in those jurisdictions. In addition, some countries are
considering or have passed legislation requiring local storage and processing
of data or similar requirements that could increase the cost and complexity of
delivering our future services. For information regarding risks related to
certain of these compliance requirements, please see “Item 1A—Risk
Factors—Regulatory, Corporate Governance and Reporting Risks—Changing
regulations and increased awareness relating to privacy, information security
and data protection could increase our costs, affect or limit how we collect
and use personal information and harm our brand.”

Our planned operations will also be
subject to laws and regulations at federal, state, and local levels, related to
wage and hour and other labor and employment laws.

The foregoing description does
not include an exhaustive list of the laws and regulations governing or
impacting our business.