Agassi Sports Entertainment Corp

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The description of the Convertible Note set forth in Item 1.01 above, and the amounts payable thereunder are incorporated by reference into this Item 2.03 by reference. Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02 in its entirety. The Convertible Note, and the New Securities issuable upon its automatic conversion, were offered and sold, and will be offered and issued, without registration under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. Investments AKA represented to the Company that it is an “ accredited investo r” as defined in Rule 501(a) of Regulation D, and that Investments AKA acquired the Convertible Note for investment purposes and not with a view toward distribution. The securities were offered without any general solicitation by us or our representatives. The securities have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. No sales commissions were paid in connection with the sales of these securities. The Company received gross proceeds of $1,000,000 from the issuance of the Convertible Note, which the Company intends to use for general working capital purposes.