October 26, 2026 · Applied Cybernetics Group
Agassi Sports Entertainment Corp. — 8-K Item 1.05
- Filer
- Agassi Sports Entertainment Corp. (AASP)
- CIK
0000930245- Accession
0001493152-26-048428- Filed
2026-10-26- Records
- not stated
- Attacker
- unstated
- EDGAR
- https://www.sec.gov/Archives/edgar/data/930245/000149315226048428/ex99-2.htm
Narrative (as filed)
Review and evaluate reports from Company management regarding the Company’s technology and cybersecurity processes and programs. Discuss periodically with senior management of the Company and Board any material issues that arise with respect to the Company’s technology and cybersecurity risk assessment and risk management processes and programs. Establish procedures with senior management regarding the proper disclosure of material technology and cybersecurity incidents, including receiving reports from management as to their impact on the Company’s financial statements and assessing any corrective actions related to such matters to be implemented by the Company. The Committee shall also review management’s framework and escalation procedures for assessing the materiality of cybersecurity incidents without unreasonable delay following discovery, as well as the Company’s procedures for updating or amending prior disclosures as additional material information becomes available. Financial Reporting Process and Financial Statements: The Committee shall meet regularly with management. The Committee shall meet, at least annually, with the Company’s outside auditors in a private session. The Committee shall review and discuss with management and the outside auditors at least on a quarterly basis prior to filing quarterly or annual financial statements: (i) the audited financial statements to be included in the Company’s Annual Report on Form 10-K (or the Annual Report to Stockholders if distributed prior to the filing of the Form 10-K) (ii) the quarterly financial statements to be included on Form 10-Q; (iii) the Company’s disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained therein; (iv) the Company’s disclosure controls and procedures (including any significant internal control deficiencies or material weaknesses and any changes implemented in light of material control deficiencies or weaknesses) and (v) any fraud that involves management or other employees who have a significant role in the Company’s internal controls. In connection with the annual audit and the outside auditors review of the financial information included in the Company’s Quarterly Reports on Form 10-Q, the Committee shall, prior to the filing of the Form 10-K or Form 10-Q, discuss with the outside auditors the results of their audit or review, and the matters required to be discussed by applicable accounting standards. In addition, the chairperson or his or her designee shall, before the quarterly earnings press releases are released, discuss with the outside auditors the results of their review of quarterly earnings press releases. Agassi Sports Entertainment Corp. Audit Committee Charter Page 5 of 8 The Committee shall request from the Company’s outside auditors and, where applicable, the Company’s internal auditors, timely reports concerning: a)Major issues regarding accounting principles and financial statement presentations, including all critical accounting policies and practices and any changes in the selection or application of accounting principles; b)All significant financial reporting issues and judgments, including all critical accounting estimates and alternative treatments of financial information within generally accepted accounting principles that have been discussed with the management of the Company, the ramifications of the use of such alternative estimates or treatments and the estimate/treatment preferred by the auditors; c)The effect of regulatory or accounting initiatives, as well as off-balance sheet transactions, on the financial statements; and d)Any material written communication between the auditors and the management of the Company (such as any management letter or schedule of unadjusted differences). The Committee shall review with the outside auditors and the internal auditors any audit problems or difficulties encountered (including any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management) and management’s response. The Committee shall be responsible for the resolution of disagreement among the Company’s management, the outside auditors and the internal auditors regarding financial reporting. The Committee shall review with the internal auditor and the external auditor their annual audit plans and the degree of coordination of such plans. Based on the above review and discussions, the Committee shall determine whether to recommend to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K. The Committee shall prepare the report of the audit Committee required by the rules of the SEC included in the Company’s annual proxy statement. The Committee shall periodically discuss with management the types of information to be disclosed and the types of presentation to be made in quarterly earnings press releases and with respect to financial information and earnings guidance provided to analysts and rating agencies or otherwise made public. The Committee shall oversee management’s assessment of the effectiveness of the Company’s internal control over financial reporting and review any material weaknesses or significant deficiencies identified. The Committee shall review the Company’s use of non-GAAP financial measures in earnings releases and SEC filings and assess whether such measures are presented consistently with applicable SEC rules. Risk Management: The Committee shall discuss with management, the internal auditors and the outside auditors, the Company’s policies with respect to risk assessment and risk management. This discussion should cover the Company’s major financial risk exposures and the steps management has taken to monitor and control these exposures. The Committee shall review the annual audit report regarding officers’ expense accounts and perquisites and the results of any surveys of compliance with any business conduct policies of the Company. Agassi Sports Entertainment Corp. Audit Committee Charter Page 6 of 8 Compliance with Laws, Regulations and Ethics Codes: The Committee shall review with the Company’s general counsel, the internal auditors and other appropriate parties, as applicable, legal matters that may have a material impact on the Company’s financial statements, the Company’s compliance policies and procedures and any material reports received from or communications with regulators or government agencies. The Committee shall also periodically review the Company’s insider trading policies and procedures, including compliance with the disclosure and exhibit requirements of Item 408 of Regulation S-K relating to insider trading policies and Rule 10b5-1 trading arrangements. The Committee shall review and pre-approve any related party transactions and other matters pertaining to the integrity of management, including potential conflicts of interest, or adherence to standards of business conduct as required by the policies of the Company. The Committee shall (i) review all requests for waivers of any code of conduct and ethics policies or procedures that the Company has adopted including requests from executive, operating or financial officers and management of the Company and from any other individuals that conduct business on behalf of the Company or who are involved with the preparation of financial statements or in the assessment of the Company’s internal disclosure controls over financial reporting, and (ii) promptly disclose any waivers that are required by regulation or listing standards to be disclosed publicly. The Committee shall establish, oversee and regularly review the adequacy and performance of procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting control and/or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters. The Committee shall have authority to establish, monitor and maintain a Whistleblower Protection Policy for the Company that facilitates the reporting of suspected wrongdoings of the Company, and prohibits retaliatory action against employees who report suspected wrongdoings when they reasonably believe violations of laws, rules or regulations have occurred. Related Party Transactions: (a) The Committee will review any issues relating to conflicts of interests and all related party transactions of the Company (“Related Party Transactions”). (b) The Committee will analyze the following factors, in addition to any other factors the Committee deems appropriate, in determining whether to approve a Related Party Transaction: (1)fairness of the terms for the Company (including fairness from a financial point of view); (2)materiality of the transaction; (3)bids / terms for such transaction from unrelated parties; (4)structure of the transaction; (5)the policies, rules and regulations of the U.S. federal and state securities laws; (6)the policies of the Committee; and (7)interests of each related party in the transaction. (c) The Committee will only approve a Related Party Transaction if the Committee determines that the terms of the Related Party Transaction are beneficial and fair (including fair from a financial point of view) to the Company and are lawful under the laws of the United States. In the event multiple members of the Committee are deemed a related party, the Related Party Transaction will be considered by the disinterested members of the Board of Directors in place of the Committee. Agassi Sports Entertainment Corp. Audit Committee Charter Page 7 of 8 (d) The following transactions will be exempted from this Charter and will be governed by the Company’s other applicable policies: (1)payment of compensation by the Company to its officers or directors for service to the Company in their stated capacity; (2)transactions available to all employees or all stockholders of the Company on the same terms; and (3)transactions which, when aggregated for any related party, involve less than $120,000 and are approved by the Chief Executive Officer, who is not a related party in the transaction. (e) Approval of a Related Party Transaction may be conditioned upon the Company and the related party taking any or all of the following additional actions, or any other actions that the Committee deems appropriate: (1)requiring the related party to resign from, or change position within, an entity that is involved in the Related Party Transaction with the Company; (2)assuring that the related party will not be directly involved in negotiating the terms of the Related Party Transaction; (3)limiting the duration or magnitude of the Related Party Transaction; (4)requiring that information about the Related Party Transaction be documented and that reports reflecting the nature and amount of the Related Party Transaction be delivered to the Committee on a regular basis; (5)requiring that the Company have the right to terminate the Related Party Transaction by giving a specified period of advance notice; or (6)appointing a Company representative to monitor various aspects of the Related Party Transaction. (f) If the Company or a related party becomes aware that any Related Party Transaction exists that has not been previously approved or ratified under this policy, it will promptly submit the transaction to the Committee or Chair of the Committee or disinterested members of the Board of Directors for consideration. The Committee or Chair of the Committee or Board will evaluate the transaction under this policy and will consider all options, including ratification, amendment or termination of the Related Party Transaction. (g) All Related Party Transactions are to be disclosed in the Company’s applicable filings with the SEC, as required by the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and related rules and regulations. All Related Party Transactions will be disclosed to the Committee and any material Related Party Transaction will be disclosed to the Board of Directors. (h) The Committee is prohibited from approving or ratifying any Related Party Transaction whereby the Company directly or indirectly, including through any subsidiary, extends or maintains credit, arranges for the extension of credit, or renews an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company. Annual Evaluation and Charter Review: The Committee shall review, discuss and assess its own performance at least annually. The Committee shall also review and assess the adequacy of this charter at least annually, and shall recommend any proposed changes to the Board for its consideration and approval. Agassi Sports Entertainment Corp. Audit Committee Charter Page 8 of 8