Agassi Sports Entertainment Enters $1M Convertible Note with Investments AKA

What Happened

• Agassi Sports Entertainment Corp. announced on July 28, 2026 that it entered into a $1,000,000 Convertible Promissory Note with Investments AKA, LLC, an entity owned and controlled by Andre Agassi (the Company’s largest beneficial stockholder). The note accrues interest at 3.96% per year (compounded semi‑annually) and matures on July 27, 2027. After an event of default the interest rate increases to 10% per year.
• The note will automatically convert, without action by the holder, into the same equity or equity‑linked securities issued to arm’s‑length new‑money investors in the Company’s next equity financing that raises at least $3,000,000 (the “Next Equity Financing”). The conversion price equals the cash price paid by those new investors. If no qualifying financing occurs before maturity, the outstanding principal and accrued interest will be payable in full at maturity.

Key Details

• Principal: $1,000,000; Lender: Investments AKA, LLC (owned/controlled by Andre Agassi).
• Interest: 3.96% per annum (compounded semi‑annually); default rate: 10% per annum.
• Maturity date: July 27, 2027. Automatic conversion trigger: Next Equity Financing raising ≥ $3,000,000.
• Filing also notes creation of a direct financial obligation and potential unregistered issuance of securities upon conversion; full note filed as Exhibit 10.1.

Why It Matters

• This creates a near‑term $1M debt obligation for the company with relatively low interest (3.96%) but a maturity in one year. If the company completes a qualifying equity raise (≥ $3M), the debt will convert into equity at the price paid by new investors, which would dilute existing shareholders.
• The lender is a related party (owned by Andre Agassi), making this a related‑party financing; investors should note the related‑party nature and review the full note (Exhibit 10.1) for detailed terms and potential impacts on capitalization.