GLOBAL ACQUISITIONS Corp

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Companys Form 10-K for the year ended December 31, 2025, filed with the Commission on March 31, 2026 (the Form 10-K), under the heading Risk Factors, aexcept as set forth below, and investors should review the risks provided in the Form 10-K and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K, under Risk Factors, and below, any one or more of which could, directly or indirectly, cause the Companys actual financial condition and operating results to vary materially from past, or from anticipated future, financial conditions and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Companys business, financial condition, operating results and stock price.

We recently filed a resale Form S-1 registration statement, and sales of a substantial number of shares by the selling shareholders named therein, or the perception that such sales may occur, could cause the market price of our common stock to decline or become volatile.

We have filed a registration statement on Form S-1, to register the resale of up to 13,981,982 shares of our common stock, including up to (a) 10,694,606 outstanding shares of common stock; and (b) 3,287,376 shares of common stock issuable upon exercise of certain warrants to purchase shares of common stock of the Company, which was declared effective on August 12, 2026. The shares registered for resale include only the shares and warrant shares held by the selling shareholders named in the registration statement, and do not include all shares of common stock issuable upon exercise of our outstanding warrants, which totaled 3,412,376 shares as of the date of this Report. The selling shareholders named in the registration statement may sell all, some or none of their shares at any time, subject to applicable securities laws, and certain lock-up agreements entered into by certain of such shareholders. Because many of the selling shareholders acquired their shares or warrants in privately negotiated transactions, they may be willing to dispose of their shares at prices below the prices paid by other investors or below the then-current market price.

The resale by the selling shareholders of a substantial number of shares of our common stock, or the perception that these sales could occur, may adversely affect the prevailing market price of our common stock. Any such sales, or the availability of a significant number of additional shares for resale in the public market, could increase the supply of our common stock, reduce the trading price of our common stock, impair our ability to raise capital through future equity financings, and contribute to significant fluctuations in the market price of our common stock, regardless of our actual operating performance or prospects. Increased trading activity resulting from the availability of these shares could also make it more difficult for investors to sell their shares at favorable prices or at all.

We recently launched our e-commerce website, and our limited operating history makes it difficult to evaluate our business and future prospects, particularly in light of our lack of brand recognition among consumers.

We launched our e-commerce website in July 2026, and as a result, we have only a limited operating history upon which prospective investors can evaluate our business, financial performance, and future prospects. Our historical sales data, to the extent it exists at all, covers a short period of time and may not be representative of the demand, customer behavior, or operating trends we will experience in the future as the business matures. We have not yet demonstrated an ability to grow revenue, achieve profitability, or maintain customer retention over a sustained period, and you should consider our prospects in light of the risks and uncertainties frequently encountered by early-stage companies in new and rapidly evolving markets.

Because our e-commerce website is new, we have limited brand recognition among consumers, retailers, and other participants in the padel community, particularly as compared to more established sporting goods retailers and racket sport brands that have operated for many years and have built substantial customer loyalty and word-of-mouth reputation. Building brand awareness requires us to spend significantly on marketing and customer acquisition without any assurance that such spending will result in a sufficient number of new customers, repeat purchases, or long-term brand loyalty. Because consumers researching pickleball equipment purchases frequently rely on reviews, established brand reputation, recommendations from padel clubs and coaches, or products they have seen used by other players, our lack of an established track record may cause potential customers to choose competitors with longer operating histories and greater brand recognition, even where our products are comparable or superior in price or quality.

In addition, prospective customers may be hesitant to purchase from a website with which they are not familiar or that lacks an established reputation for reliable fulfillment, product quality, and customer service. We also have limited data regarding customer acquisition costs, conversion rates, average order value, and customer lifetime value over any extended period, which limits our ability to accurately forecast future performance or to make informed decisions regarding marketing spend, inventory purchasing, and other operational matters. If we are unable to build brand awareness and a positive reputation efficiently, or if we experience a higher-than-expected rate of customer attrition due to our limited track record, our ability to grow revenue and achieve or maintain profitability could be materially and adversely affected.

Furthermore, our limited operating history means that our management team has limited experience operating our business as a going concern, and we may encounter unanticipated expenses, difficulties, complications, and delays in executing our business plan that a more established company would not experience. There can be no assurance that we will be successful in addressing these risks, and our failure to do so could materially harm our business, financial condition, and results of operations.

Any disruption to the functionality, security, or availability of our e-commerce website could materially harm our revenue and reputation.

We expect to generate revenue through our recently launched e-commerce website in the future. Our ability to generate sales is highly dependent on the continuous, reliable operation of our website and the underlying technology infrastructure that supports it, including our hosting provider, content delivery network, e-commerce platform, and payment gateway integrations. Any of the following could result in website downtime, degraded performance, or an inability to process transactions; server or hosting failures; software bugs or coding errors introduced during updates; capacity constraints during periods of high traffic, such as promotional events or holiday shopping seasons; distributed denial-of-service (DDoS) attacks or other malicious cyber activity; and errors by third-party vendors on whom we rely for critical infrastructure.

We do not maintain full redundancy, and any significant interruption in the availability of our website could result in lost sales that we may not be able to recapture. In addition, our websites checkout and payment functionality depends on third-party payment processors, and any technical failure, security incident, or change in the terms of service of these providers could prevent customers from completing purchases. We cannot guarantee that disruptions will not occur in the future. Any of the foregoing could damage our brand, reduce customer trust, and materially adversely affect our business, financial condition, and results of operations.

We use open source software, which could negatively impact our AI software offerings.

Our swing analysis AI App is built using both open source and publicly available (licensable) computer vision models, and proprietary and internally developed models. Open source software is generally freely accessible, usable and modifiable, and is made available to the general public on an as-is basis under the terms of a non-negotiable license. Use and distribution of open source software may entail greater risks than use of third-party commercial software or internally developed software. Open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or other claims relating to violation of intellectual property rights or the quality of the software. In addition, certain open source licenses, may require us to offer for no cost the components of our platform that incorporate the open source software, to make available source code for modifications or derivative works we create by incorporating or using the open source software or to license our modifications or derivative works under the terms of the particular open source license. If we are required under the terms of an open source license to release our proprietary source code to the public, competitors could create similar products with lower development effort and time, which ultimately could result in a loss of sales for us.

We may also face claims alleging noncompliance with open source license terms or infringement, misappropriation or other violation of open source technology. These claims could result in litigation or require us to purchase a costly license, devote additional research and development resources to re-engineer our platform, discontinue the sale of our software products if re-engineering could not be accomplished on a timely or cost-effective basis, or make generally available our proprietary code in source code form, any of which would have a negative effect on our business and operating results, including being enjoined from the offering of the components of our platform that contained the open source software. We could also be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition and require us to devote additional research and development resources to re-engineer our platform.

Although we monitor use of open source software and try to ensure that none is used in a manner that would subject our platform to unintended conditions, few courts have interpreted open source licenses, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our AI software. We cannot guarantee that we will incorporate open source software in our platform in a manner that will not subject us to liability, or in a manner that is consistent with our current policies and procedures.

We may be unable to successfully launch our planned World Series of Pickleball event, and any delay or failure to do so could adversely affect our business and the market price of our securities.

Our plans to launch the World Series of Pickleball are subject to numerous risks and uncertainties, many of which are outside our control, including our ability to secure and finalize sponsorship, media, and broadcast arrangements on acceptable terms; obtain necessary venues, permits, licenses, and approvals in the locations where the event is to be held; recruit a sufficient number of qualified participants and organizing partners; secure adequate financing and manage development and launch costs, which may exceed our expectations; and avoid disruption from litigation, insurance or liability issues, adverse weather, public health concerns, or other unforeseen events. Desirable locations may not be available at an acceptable cost or on a timely basis due to competition from established events, scheduling conflicts, zoning, licensing, or environmental requirements. Even if secured, we may be unable to attract sufficient spectators, players, or media attention to those locations. We have limited or no experience organizing and promoting an event of this kind, and there is no assurance that we will be able to execute on our plans within our anticipated timeframe, on economically viable terms, or at all. If we are unable to launch the event as planned, are required to delay, postpone, or significantly scale back the event, or determine to abandon the event entirely, we may not realize the anticipated business, marketing, or revenue benefits associated with it, we may be unable to recover development, marketing, and related costs already incurred, and our reputation, brand, and relationships with prospective sponsors, partners, and participants could be harmed, any of which could materially and adversely affect our business, financial condition, and results of operations.

We may be unable to adequately protect our intellectual property rights in the World Series of Pickleball and future similar branded events, and competitors may develop and market similar or competing events, which could dilute our brand and adversely affect any competitive position we may have.

We intend to promote the World Series of Pickleball as a signature branded event, but our trademark and related intellectual property protections, generally extend only to specific names, marks, and trade dress, and do not prevent competitors (including those with greater financial and marketing resources) from launching similarly themed pickleball tournaments under different branding, potentially with overlapping timing or audiences. If a competitor successfully launches such an event, we may face increased competition for participants, sponsors, and viewers, our brand may be diluted, and we may incur significant costs enforcing our intellectual property rights with no assurance of success, any of which could materially and adversely affect our business, financial condition, and results of operations.

We rely significantly on Mr. Andre Agassi, and the loss of such relationship would be disruptive to, and could force us to significantly scale back and/or abandon our business.

We are currently significantly reliant on Mr. Andre Agassi, our largest beneficial stockholder. We believe that a significant amount of our relationships, partners, and opportunities, are based on our affiliation with Mr. Agassi, his ownership of our securities, and his assistance with the operations, business plan, and prospects of the Company, including relationships of Mr. Agassi in the tennis and pickleball areas. Mr. Agassi is a well-known public figure, and is one of the greatest tennis players of all time. Mr. Agassis wife, Stefanie Graf, is also a brand partner, and is herself one of the greatest tennis players of all time. We are currently party to a name and likeness agreement with the entity which owns Mr. Agassis name and likeness, AKA Licenses, LLC, which has a term through June 18, 2041, but may be terminated prior to that by AKA Licenses for cause in the event of any of the following: (i) the Company conducts itself in a manner that brings the Company, AKA Licenses, or Mr. Agassi into material disrepute and degradation in the eyes of the public and/or the media, as determined by AKA Licenses in its reasonable good faith determination; (ii) the Company becomes subject to court-filed charges by any governmental or administrative entity for fraud, mismanagement, criminal activity, or other similar bad acts; (iii) the Company enters into, or publicly announces its intention to enter into or support, any agreement, binding letter of intent, memorandum of understanding or other contract related to: (a) the sale of all or substantially all of the Companys assets to a third-party(ies); (b) any merger, consolidation, plan of arrangement, share exchange, tender offer or other acquisition of the Company whereby the voting shareholders of the Company would have less than 50% of the voting power of the resulting entity; or (c) any change in the ownership of more than 50% of the voting capital stock of the Company in one or more related transactions, in each case without the written approval of AKA Licenses; or (iv) upon a material breach of the Companys obligations under the Agassi License Agreement, which breach is not cured within thirty (30) days written notice thereof by AKA Licenses to the Company, to the extent such breach can be cured.

We believe Mr. Agassis assistance has been, and will continue to be, a critical element of our success. Our ability to maintain our brand image and leverage the goodwill associated with Mr. Agassis name would be significantly damaged if our relationship with Mr. Agassi were to change, in the event of Mr. Agassis death or disability, the termination of the name and likeness license agreement with Mr. Agassi and AKA Licenses, or in the event of any negative market or industry perception with respect to him. Additionally, in the event the name and likeness agreement with Mr. Agassi and AKA Licenses were to be terminated, we may be forced to change our name, brand, and marketing plans and cease using Mr. Agassi in our advertising and promotional activities which we expect would have a material adverse effect on our results of operations, business plans and prospects.

Furthermore, any negative publicity regarding Mr. Agassi, or other members of our management team, or our Company as a whole, especially through social media which accelerates and increases the potential scope of negative publicity, could adversely impact the image of our brand with our customers and result in diminished loyalty to our brand and potentially lead to adverse consumer actions, including boycotts, even if the subject of such publicity is unverified or inaccurate and we seek to correct it. Consumer sentiment can also be influenced by our partnership with athletes and other public figures, our relationships with partners, our views on political and social issues, or our long-term initiatives and goals regarding our impact on the environment and society as a whole, among other factors. Even if we react appropriately to negative publicity, customers perception of our brand image and our reputation could be negatively impacted. Any failure on our part to retain the value and reputation of brands could adversely impact our business.

The issuance of securities upon conversion of the Investments AKA Convertible Note will cause immediate and substantial dilution to existing shareholders.

On July 28, 2026, the Company entered into a $1,000,000 Convertible Promissory Note in favor of Investments AKA. Unless earlier converted, the outstanding principal balance of the Investments AKA Convertible Note, together with all accrued and unpaid interest, is due and payable in full on July 27, 2027. The Investments AKA Convertible Note will automatically convert, without any action required by holder, into the equity or equity-linked securities or units issued by the Company to arms-length, new-money investors in the next sale (or related series of sales) by the Company of such new securities that results in gross proceeds to the Company of not less than $3,000,000, at a conversion price equal to the price paid by such new money investors.

The issuance of Company securities upon conversion of the convertible note will result in immediate and substantial dilution to the interests of other stockholders. We cannot predict the effect, if any, that future issuances and sales of our securities may have on the market price of our common stock. Sales or distributions of substantial amounts of our securities upon the conversion of the convertible note, or the perception that such sales could occur, may cause the market price of our common stock to decline.

Our App is expected to initially be significantly reliant on the USTA Content which is provided under the USTA Agreement and the cross-promotional aspect of our relationship with USTA, and the USTA Agreement which can be terminated under certain circumstances.

Our App is expected to initially be significantly reliant on the USTA Content, which is to be provided to us under the terms of the USTA Agreement. Additionally, pursuant to the terms of the USTA Agreement, USTA has agreed to help us promote the App and offer the App to its members and coaches at a discount, which we expect will at least initially be significantly responsible for the marketing awareness of, and user base for, our App. Because UTSA receives a percentage of the net revenue generated from the App from USTA members and coaches, we expect that USTA will be incentivized to help us market and grow the Apps userbase of USTA members and coaches.

The USTA Agreement has a term of three years, and can be terminated prior to that by either party for cause, provided the non-breaching party provides the other 60 days after written notice of any such event relating to a for cause termination and the non-breaching party does not cure such breach within such 60 day period, and can also be terminated immediately by USTA in the event of (i) our unauthorized use of the USTA Content, (ii) the occurrence of a material security incident caused by our failure to comply with certain of our obligations under the agreement, (iii) our breach of the agreements prohibitions on reverse engineering and secondary use of the USTA Content, or (iv) our agreement to use commercially reasonable efforts to make the App available to users. Additionally, either party may terminate the agreement upon the other partys insolvency or entry into bankruptcy.

Under the terms of the agreement, the license provided by USTA to use the USTA Content expires upon termination of the Agreement and the Company is required, within 30 days of termination of the USTA Agreement, to return to USTA or certify in writing the secure destruction of all copies of USTAs proprietary content in the Companys possession, including copies on backup media, development environments, and other systems. Separately, upon termination of the USTA Agreement, the Company must, within 180 days (subject to extension for technical complexity), use commercially reasonable efforts to implement technical measures intended to reduce the continued influence of USTAs content on any AI model it operates, selecting from options such as retraining, fine-tuning reversal, machine unlearning, or exclusion of the data from future training runs. However, the agreement expressly acknowledges that AI models may retain residual effects from previously ingested data and that complete removal or verification of such removal is not currently technically feasible.

The termination of the USTA Agreement may have a material adverse effect on the App and/or the quality of coaching, including AI coaching outputs, that our App provides. Additionally, the termination of the USTA Agreement may make it harder for us to market the App, may result in USTA members/coaches who receive a discount to use the App terminating their subscriptions, and/or result in a decline in users, revenue and/or prospects. As a result, a termination of the USTA Agreement may adversely affect our results of operations and cash flow, and have a material adverse effect on the value of our securities.

Our agreement with USTA requires us to share a percentage of revenues and provide free and discounted subscriptions, which will reduce our net revenues and could adversely affect our results of operations.

Pursuant to the USTA Agreement, in consideration for USTA entering into the Agreement, we agreed to (i) provide USTA with a fixed number of complimentary subscriptions to our App at no cost, (ii) provide USTA members and USTA coaches with a discount on yearly subscriptions to our App during the term of the Agreement, and (iii) pay USTA a fixed percentage of the net revenues we generate through the App from USTA members and USTA coaches, net of platform and application fees and as adjusted for chargebacks and refunds.

These obligations will directly reduce the net revenues we generate from the affected user base for as long as the USTA Agreement remains in effect. The complimentary subscriptions we are required to provide generate no subscription revenue to us at all, while the discounted subscriptions generate revenue at a reduced rate compared to the pricing we would otherwise be able to charge such users absent the USTA Agreement. In addition, the revenue-sharing payments we owe to USTA will further reduce the portion of net revenues we are able to retain from USTA members and USTA coaches. As the number of USTA members and USTA coaches who subscribe to the App grows, or as the discount or revenue-sharing percentage increases (whether upon renewal, renegotiation, or otherwise), the cumulative effect of these arrangements on our revenues and profitability will correspondingly increase.

We entered into the USTA Agreement, and may enter into similar arrangements with other organizations in the future, because we believe the anticipated benefits, including increased brand visibility, user acquisition, and market penetration, will outweigh the associated costs. However, we cannot guarantee that these anticipated benefits will be realized, or that they will be realized to an extent that offsets the reduction in revenues resulting from the free subscriptions, discounted pricing, and revenue-sharing payments required under the USTA Agreement. If the expected benefits do not materialize as anticipated, our obligations under the USTA Agreement could have a disproportionately negative effect on our net revenues and results of operations relative to the value we receive. Furthermore, because the discount and revenue-sharing obligations are tied to the number of USTA members and USTA coaches who subscribe to the App, our ability to accurately forecast the financial impact of the USTA Agreement is limited, and better-than-expected adoption by USTA members and coaches could result in a greater-than-anticipated reduction in our net revenues.

Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

We could be subject to claims related to the construction or operation of our planned future facilities and the use or condition of our future planned premises, facilities, equipment, services, activities or products, which could have a negative effect on our results of operations and financial condition.

Use of our future planned premises, facilities, equipment, services, activities or products pose potential health or safety risks to members and guests. Claims may be asserted against us for loss, injury or death suffered by someone (including a minor child) using our future planned premises, facilities, equipment, services, activities or products. We could also face claims in connection with the construction of our planned facilities, as well as claims related to environmental matters or remediation. While we expect to carry insurance generally applicable to such claims, we will face exposure for losses within any self-insured retention or for uninsured damages.

We could also face claims for economic or other damages by future members, guests or employees, including consumer protection, wage and hour, or other statutory or common law claims arising from our business operations. Such claims may be uninsured or the proceeds of our insurance coverages for such claims may be insufficient to cover our losses fully. Depending upon the outcome, these matters may have a material adverse effect on our business, results of operations and financial condition.

On August 4, 2026, we announced the launch of our Lets Play pickleball and padel platform initiative, pursuant to which we intend to pursue the acquisition of, partnership with, and franchising of pickleball and padel facilities, beginning with the United States and future planned initial expansion into Germany and Australia. As of the date of this Report, we have not acquired any facilities, have not entered into any definitive agreement to acquire, partner with, or franchise any facility, and are not a party to any strategic partnership, collaboration, or franchise agreement in connection with this initiative. There can be no assurance that we will identify suitable facilities or operators, that any discussions will result in definitive agreements, or that any facilities we do acquire or affiliate with will operate profitably or as currently contemplated. The risks described herein and in our Annual Report on Form 10-K relating to construction, operation, insurance and liability exposure for facilities apply with equal or greater force to this initiative, including in international jurisdictions where our experience, insurance markets, and legal recourse may differ materially from the United States.

We may not be able to compete successfully against present or future competitors.

We do not have the resources to compete with larger providers of similar planned services at this time. With the limited resources we have available, we may experience great difficulties in expanding our operations. Competition from existing and future competitors could result in our inability to secure funding to expand our business. This competition from other entities with greater resources and experience may result in our failure to maintain or expand our business, as we may never be able to successfully execute our business plan.

Additionally, in connection with our Lets Play pickleball and padel initiative, established regional and national pickleball and padel club operators in Germany, Australia, and other target markets may have longer operating histories, superior local market knowledge, existing member bases, and lower-cost access to real estate than we do. We may be unable to identify, attract, or compete for attractive acquisition or partnership targets, and competitors, including local operators, other consolidators, and other racket-sports brands, may outbid us or reach similar operators first.

Our ability to grow and compete in the future will be adversely affected if adequate capital is not available.

The ability of our business to grow and compete depends on the availability of adequate capital, which in turn depends in large part on the availability of equity and debt financing. Our cash flow from operations, if any, in the future may not be sufficient or we may not be able to obtain equity or debt financing on acceptable terms or at all to implement our growth strategy. As a result, adequate capital may not be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business.

Our Lets Play initiative is expected to require substantial additional capital for acquisitions, partnership investments, facility improvements, franchise development, and related working capital, which would be in addition to, and not a substitute for, our existing funding obligations to the IBM Parties described elsewhere in this Report. We have not secured financing specifically earmarked for this initiative, and our ability to pursue it, or to pursue it on the scale or timeline currently contemplated, is dependent on our ability to raise significant additional capital on acceptable terms, which may not be available. If we are unable to raise sufficient capital, we may be unable to pursue this initiative at all, may need to scale it back materially, or may be forced to prioritize it over other elements of our business plan (or vice versa), any of which could adversely affect our growth prospects and the market price of our common stock.

Our Lets Play facilities initiative is in a very early stage, and we may never enter into any definitive agreements or realize any of its anticipated benefits.

We are currently in the beginning stages of discussions with facility operators, developers, and strategic partners regarding potential future acquisitions, collaborations, and franchise opportunities across potential domestic and international markets. As of the date of this Report, we have not acquired any facilities, have not entered into any definitive agreement to acquire any facility, and are not a party to any strategic partnership, collaboration, or franchising agreement in furtherance of this initiative. Preliminary discussions, non-binding expressions of interest, or letters of intent, even if entered into, do not guarantee that a transaction will be completed on the terms discussed, on the anticipated timeline, or at all. Negotiating and completing transactions of this nature can take considerably longer than we anticipate, and negotiations may be terminated at any time by us or a counterparty. Announcing this initiative may itself create expectations among investors, analysts, potential partners, and the public that we may be unable to satisfy, and if we fail to enter into definitive agreements or complete transactions consistent with our announced plans, our reputation and the trading price of our common stock could be adversely affected.

We may be unable to identify, negotiate, finance, or successfully integrate acquisitions, partnerships, or franchise relationships, and any transactions we do complete may not achieve their intended benefits.

Our Lets Play strategy contemplates growth through a combination of acquisitions of existing facility operators, strategic partnerships and collaborations, and franchising arrangements. Each of these approaches carries distinct and substantial risks, including: difficulty identifying suitable targets or partners on acceptable terms; competition from other acquirers, including better-capitalized strategic and financial buyers; the expense and diversion of management attention involved in due diligence and negotiation, whether or not a transaction is completed; the risk that we overpay for, or overestimate the prospects of, an acquired business; difficulty integrating acquired operations, personnel, technology, and financial and other controls with our own, particularly given that we currently have limited management infrastructure and no operating history running physical facilities; the potential loss of key employees, members, or customers of an acquired business following a transaction; assumption of known and unknown liabilities of acquired businesses, including litigation, employment, tax, environmental, and regulatory liabilities; and the need to fund acquisitions, franchise development, or partnership investments with cash, debt, or equity that may not be available to us on favorable terms, or at all, or which may cause significant dilution to existing shareholders. If we are unable to successfully execute and integrate acquisitions, partnerships, or franchise relationships, we may not realize the anticipated benefits of this initiative, and our business, financial condition, and results of operations could be adversely affected.

If we pursue franchising as part of our Lets Play initiative, we will become subject to a complex and evolving body of U.S. and foreign franchise laws and regulations, and our failure to comply could result in significant liability.

Franchising is heavily regulated in the United States at both the federal level (including the Federal Trade Commissions Franchise Rule) and the state level (including state franchise registration, disclosure, and relationship laws), as well as under the laws of foreign jurisdictions in which we may seek to franchise, including Germany, Australia, and other target markets, each of which may have differing (and in some cases more stringent) disclosure, registration, termination, and franchisee-protection requirements. We currently have no experience operating a franchise system. Establishing and administering a compliant franchise program will require us to develop franchise disclosure documents and related compliance infrastructure, which will involve significant cost, and any failure to comply with applicable franchise laws could result in rescission rights for franchisees, fines, injunctions, or other regulatory action, and could damage our relationships with future or prospective franchisees. In addition, even where we comply with applicable law, franchisees are independent business operators, and we will have limited ability to control the day-to-day operations, quality, and customer experience at franchised locations. Poor performance, non-compliance with our brand and operating standards, or negative publicity involving a franchised location could harm our brand and reputation across our entire network, even at facilities we do not own or directly operate.

We expect to rely significantly on Stefanie Graf and Darren Cahill in connection with our Lets Play initiative in Germany and Australia, respectively, and the loss of, or any change to, these relationships could adversely affect this initiative.

We have announced that our initial international expansion efforts of our Lets Play pickleball and padel initiative will be led by Stefanie Graf in Germany and Darren Cahill in Australia, and that each is expected to advise on facility design, programming, player development, and regional and local market strategy. Ms. Graf currently serves the Company as a brand partner under a five-year Brand Partner Agreement, and Mr. Cahill is party to a name and likeness license agreement with the Company, in each case entered into prior to, and not specifically contemplating, the scope of involvement described for the Lets Play initiative. Neither has entered into any agreement with the Company obligating them to provide the operational, advisory, or market-development services contemplated by this initiative, and there can be no assurance that the scope of their involvement will be formalized on acceptable terms, or at all. If our relationship with Ms. Graf or Mr. Cahill were to change, including as a result of disagreement over the scope or terms of their involvement in this initiative, health, personal considerations, or reputational concerns affecting either individual, our ability to execute our German and Australian expansion plans as currently contemplated could be materially and adversely affected, and we may be required to identify alternative regional leadership without the benefit of their reputations, relationships, and expertise.

Our Lets Play initiative contemplates international expansion, which will subject us to risks specific to operating outside the United States that we have not previously faced.

We currently have no operating history outside the United States. Our initial international efforts are expected to focus on Germany and Australia, with the goal of expanding further into North America, Europe, Asia Pacific, and other markets. International operations, whether through direct acquisition, joint venture, partnership, or franchising, would expose us to a variety of risks that differ from, or are in addition to, the risks of our U.S. operations, including: compliance with foreign laws and regulations, including labor, real estate, consumer protection, tax, anti-corruption (including the U.S. Foreign Corrupt Practices Act and local anti-bribery laws), and data privacy laws (including the EU General Data Protection Regulation and Australian privacy law), which may differ significantly from U.S. requirements and may change in ways adverse to us; foreign currency exchange rate fluctuations, which could adversely affect our results of operations and the value of any international investments, and which we do not currently hedge; difficulty repatriating cash or profits from foreign operations, or restrictions on our ability to do so; differing cultural attitudes, business practices, and consumer preferences regarding club membership, sports participation, and hospitality, which may not respond as expected to our brand or model; tariffs, trade restrictions, and geopolitical instability affecting our ability to operate, procure equipment, or move personnel across borders; the burden and cost of complying with multiple, and potentially conflicting, legal and regulatory regimes with limited internal legal and compliance resources; and reduced or more limited legal protections and recourse in certain foreign jurisdictions relative to the United States. Our lack of experience operating internationally increases the risk that we will not be able to execute this strategy successfully, or at all.

Acquiring, developing, leasing, or franchising physical facilities will expose us to real estate, construction, and development risks that we have not previously faced.

Facilities acquired, developed, or franchised under the Lets Play initiative, if any, may require us or our partners to enter into leases or purchase real property, obtain zoning, land use, health, safety, and other permits and approvals, and undertake construction or renovation, in each case in jurisdictions where we have limited or no experience. These activities are subject to risks including construction delays and cost overruns; the unavailability of suitable real estate in desirable locations on acceptable terms; difficulty obtaining necessary permits, licenses, and approvals on a timely basis, or at all; exposure to environmental liabilities associated with real property; landlord or counterparty default or insolvency; and the risk that facility designs or locations do not attract the anticipated level of member or customer interest. Any of these risks could increase our costs, delay our timeline, or prevent us from opening or maintaining Lets Play facilities as planned, which could adversely affect our business, financial condition, and results of operations.

If we acquire or operate pickleball and padel facilities, our results will depend on our ability to attract and retain members and other facility customers, which may be seasonal, discretionary, and subject to significant local competition.

Revenue from any facilities we acquire, develop, or franchise in the future is expected to depend on membership fees, court and program bookings, food and beverage, retail, and related hospitality revenue, each of which is discretionary in nature and may be highly sensitive to local economic conditions, weather and seasonality, local competition (including from non-profit and municipal facilities that may have lower cost structures), and consumer trends in racket sports participation more generally. We have no experience operating or managing member-based athletic or recreational facilities, and there can be no assurance that we will be able to attract or retain a sufficient membership base, achieve targeted utilization levels, or operate any such facilities profitably.