Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Agassi Sports Entertainment Corp. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
379413107 (CUSIP Number) |
Shawn Cable 1120 N. TOWN CENTER DR #160, LAS VEGAS, NV, 89144 702-866-2912 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 379413107 |
| 1 |
Name of reporting person
AGASSI VENTURES, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,941,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(7), (9) and (11) Represents shares of Common Stock issuable upon exercise of the Warrants (defined and discussed below). (13) Percentage ownership is based on 9,785,056 shares of common stock of the Issuer outstanding as of March 19, 2025, as set forth on the cover page of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 379413107 |
| 1 |
Name of reporting person
INVESTMENTS AKA, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 | |||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,941,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(7), (9) and (11) Represents shares of Common Stock issuable upon exercise of the Warrants (defined and discussed below). (13) Percentage ownership is based on 9,785,056 shares of common stock of the Issuer outstanding as of March 19, 2025, as set forth on the cover page of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 379413107 |
| 1 |
Name of reporting person
ANDRE AGASSI TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,941,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(7), (9) and (11) Represents shares of Common Stock issuable upon exercise of the Warrants (defined and discussed below). (13) Percentage ownership is based on 9,785,056 shares of common stock of the Issuer outstanding as of March 19, 2025, as set forth on the cover page of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 379413107 |
| 1 |
Name of reporting person
ANDRE K. AGASSI | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,941,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(7), (9) and (11) Represents shares of Common Stock issuable upon exercise of the Warrants (defined and discussed below). (13) Percentage ownership is based on 9,785,056 shares of common stock of the Issuer outstanding as of March 19, 2025, as set forth on the cover page of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Agassi Sports Entertainment Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1120 N. TOWN CENTER DR #160, LAS VEGAS,
NEVADA
, 89144. | |
Item 1 Comment:
This Second Amended Schedule 13D/A relates to shares of common stock, $0.001 par value per share (the "Common Stock"), of Agassi Sports Entertainment Corp. (f/k/a Global Acquisition Corporation), a Nevada corporation (the "Issuer" or the "Company"). This Amendment No. 2 (the "Amendment") amends the Schedule 13D/A filed with the Securities and Exchange Commission (the "Commission") by the Reporting Persons (defined below) on July 12, 2024. | ||
| Item 2. | Identity and Background | |
| (a) | Investments AKA, LLC is a Nevada limited liability company which is owned and managed by Agassi Ventures, LLC; Agassi Ventures, LLC, is a Nevada limited liability company which is owned by The Andre Agassi Trust and managed by Andre K. Agassi; The Andre Agassi Trust is a trust created by Andre K. Agassi, who serves as its trustee; and Andre K. Agassi is an individual. | |
| (b) | 1120 N. Town Center Drive, Suite 160 Las Vegas, NV 89144 | |
| (c) | The principal occupation of Andre K. Agassi, a retired professional tennis player, is Chairman of the Andre Agassi Foundation for Education and Chairman of Agassi Graf Holdings, LLC. The principal business of Agassi Ventures, LLC and Investments AKA, LLC is to hold and manage investments for entities related to Mr. Agassi. The Andre Agassi Trust is a revocable trust of which Mr. Agassi serves as sole trustee. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Investments AKA and Agassi Ventures, LLC are Nevada limited liability companies. The Andre Agassi Trust is a trust created under the laws of the State of Nevada of which Andre K. Agassi is sole trustee. Mr. Agassi is a United States citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On July 3, 2024, the Issuer issued to Investments AKA, LLC ("AKA") warrants to purchase 705,417 shares of Issuer's Common Stock at an exercise price equal to $0.397; and such warrants are exercisable immediately for one half (rounded up to the nearest whole share) of Issuer'
s Common Stock purchasable thereunder, with such warrants exercisable for the remainder of such Common Stock beginning on the first anniversary of the date of such warrants. The issuance of warrants by Issuer to AKA was done in connection with services provided, and to be provided, by Andre K. Agassi, either individually or through AKA (or a related entity). There was no cash involved with the acquisition of the warrants. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the warrants to purchase the shares of the Issuer's Common Stock subject to this Schedule 13D/A for investment purposes, in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Issuer and without any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Agassi Ventures, LLC, The Andre Agassi Trust and Andre K. Agassi own directly no shares of Common Stock. The Andre Agassi Trust, which owns all of the interests in Agassi Ventures, LLC, may be deemed to share voting and dispositive power with respect to the 1,941,876 shares held by Investments AKA, LLC, which represents approximately 27.1% of the shares outstanding. Andre K. Agassi, who is the manager of Agassi Ventures, LLC, may be deemed to share voting and dispositive power with respect to the 1,941,876 shares of Common Stock held by AKA Investments, LLC, which represents approximately 27.1% of the shares outstanding. | |
| (b) | Agassi Ventures, LLC, The Andre Agassi Trust and Andre K. Agassi own directly no shares of Common Stock. The Andre Agassi Trust, which owns all of the interests in Agassi Ventures, LLC, may be deemed to share voting and dispositive power with respect to the 1,941,876 shares held by Investments AKA, LLC, which represents approximately 27.1% of the shares outstanding. Andre K. Agassi, who is the manager of Agassi Ventures, LLC, may be deemed to share voting and dispositive power with respect to the 1,941,876 shares of Common Stock held by AKA Investments, LLC, which represents approximately 27.1% of the shares outstanding. | |
| (c) | See Item 3, above. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of the securities beneficially owned by the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Warrant to Purchase Common Stock issued to Investments AKA, LLC by Agassi Sports Entertainment Corp. (f/k/a Global Acquisitions Corporation) effective July 3, 2024 https://www.sec.gov/Archives/edgar/data/930245/000147237524000058/sched13da.htm (filed as Exhibit 10.1 to the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on July 12, 2024). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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