Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

IBM Embedded Solution Agreement

On February 2, 2026, Agassi Sports Entertainment Corp. (the "Company," "us," "we," or "our") and International Business Machines Corporation ("IBM") 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").

Pursuant to the Embedded Solution Agreement, the Company plans to order and for IBM to integrate certain IBM 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 IBM 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 IBM on or before December 31, 2026. If IBM and the Company do not execute a renewal for the continued purchase of IBM 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 IBM upon 30 days' prior written notice. IBM will also provide technical support for its cloud services during 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 10.1and10.2, 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 2.03in their entirety by reference, to the extent required by Item 2.03of Form 8-K.