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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August
3, 2026
FLASH SPORTS & MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
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001-39933 |
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46-5158469 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1140 Avenue of the Americas, Suite 1140
New York, New York 10036
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (720) 390-3880
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
FLZH |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01. Regulation FD Disclosure
On August 5, 2026, the Flash Sports & Media
Holdings, Inc. (the “Company”) issued a press release regarding the Term Sheet (as defined below), a copy of which is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On August 3, 2026, the Company entered into a
term sheet (the “Term Sheet”) with Bongo Holdings Pte Ltd, a Singapore private limited company (“Bongo”), regarding
the Company’s proposed acquisition of a 51% controlling interest in Bongo.
The Term Sheet contemplates that the Company would
acquire newly issued shares of Bongo and shares from certain existing Bongo stockholders so that the Company would own 51% of Bongo’s
fully diluted equity immediately following the closing. The proposed transaction is based on a pre-money equity valuation of Bongo of
$35.0 million and provides for aggregate closing consideration of approximately $25.7 million, consisting of approximately $15.4 million
of primary capital to be invested in Bongo and approximately $10.3 million of secondary consideration payable to existing Bongo stockholders.
The proposed consideration would consist of 60% cash and 40% equity securities of the Company, subject to adjustment based on Bongo’s
indebtedness and cash at closing.
In addition to the closing consideration, certain
members of Bongo’s management team who continue with the business following the closing may be eligible to receive an earnout of
up to an aggregate of $12.0 million over three years, subject to the achievement of specified annual revenue and EBITDA growth targets.
The earnout would be payable in cash, warrants to purchase shares of the Company’s common stock or a combination thereof, as provided
in the definitive transaction agreements.
Following the closing and payment of the closing
consideration, the Company would have operational control over Bongo and the right to appoint three of the five members of Bongo’s
board of directors. Bongo’s existing management would continue to manage its day-to-day operations under the Company’s direction
and supervision.
The number of shares of the Company’s common
stock issuable in connection with the proposed transaction would be subject to a limitation of 19.99% of the Company’s outstanding
common stock unless the Company obtains stockholder approval in accordance with the applicable rules of The Nasdaq Stock Market LLC. Any
consideration that could not be paid in shares as a result of this limitation would be payable in cash.
Completion of the proposed transaction is subject
to, among other matters, the negotiation and execution of definitive agreements, completion of due diligence, completion of an audit of
Bongo’s financial statements by a PCAOB-registered independent accounting firm, the Company obtaining sufficient financing, receipt
of any required Company stockholder approval, receipt of required regulatory and third-party approvals and satisfaction of other customary
closing conditions.
The Term Sheet provides that the parties will
use good-faith efforts to execute definitive agreements on or before August 15, 2026 and identifies September 15, 2026 as the parties’
target closing date. There can be no assurance, however, that definitive agreements will be entered into by that date or at all, that
the proposed transaction will be completed on the terms described in the Term Sheet or at all, or that the Company will obtain the financing
and approvals necessary to complete the proposed transaction.
Except for limited provisions relating to transaction-expense
reimbursement, exclusivity, the binding effect of those provisions and governing law, the Term Sheet is non-binding. Accordingly, the
proposed transaction terms remain subject to further negotiation and may change materially before the execution of definitive agreements.
The foregoing description of the Term Sheet is a summary and does not
purport to be complete. It is qualified in its entirety by reference to the Term Sheet, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements, including statements regarding the proposed acquisition of Bongo, the negotiation and execution of definitive agreements,
the proposed consideration and earnout, the anticipated governance arrangements, the timing and completion of the proposed transaction
and the Company’s ability to obtain financing and required approvals. These statements are based on current expectations and assumptions
and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such
statements, including the possibility that the parties may not enter into definitive agreements, that the definitive terms may differ
from those described in the Term Sheet, that financing or required approvals may not be obtained, or that other closing conditions may
not be satisfied. The Company undertakes no obligation to update any forward-looking statement except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Description |
| 10.1 |
|
Term Sheet by and between Flash Sports & Media Holdings, Inc. and Bongo Holdings Pte Ltd executed as of August 3, 2026 |
| 99.1 |
|
Press Release dated August 5, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: August 5, 2026 |
FLASH SPORTS & MEDIA HOLDINGS, INC. |
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By: |
/s/ Bradley Nattrass |
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Name: |
Bradley Nattrass |
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Title: |
Chief Executive Officer |
Exhibit 99.1
Flash
(Nasdaq: FLZH) Signs Term Sheet for 51% of Bongo; Deal gives access to 300M Viewers, ~$10M Revenue, EBITDA Accretive
New York, NY, August 5th, 2026 — Flash
Sports & Media Holdings, Inc. (Nasdaq: FLZH) (“Flash Sports & Media,” “FSM” or the “Company”),
a vertically integrated sports, media and fan engagement platform, today announced that it has entered into a non-binding term sheet to
acquire a 51% controlling interest in Bongo Holdings Pte Ltd (“Bongo”), one of South Asia’s leading digital media, streaming
and content distribution platforms. This transaction would give FSM a controlling position and based on financial information provided
by Bongo management, the Company expects Bongo to contribute positive EBITDA following closing, before giving effect to transaction expenses,
purchase-accounting adjustments and financing costs.
Bongo has built one of South Asia’s largest
digital media ecosystems, combining a proprietary end-to-end streaming platform with a distribution network reaching more than 300 million
viewers and owned digital brands with over 73 million social media followers. Bongo distributes content through platforms including YouTube,
Facebook and TikTok and has advised the Company that it is delivering premium sports and entertainment content from globally recognized
brands including, Premium Football Leagues & Tournaments, MasterChef, Shark Tank, Eurovision and Family Feud, in addition to working
with major media companies such as Sony and among many others.
The proposed acquisition positions Flash Sports
& Media to own and operate a fully integrated sports and media ecosystem spanning premium sports rights, original content, live event
production, proprietary streaming technology, direct-to-consumer distribution, advertising inventory and fan engagement. Beyond adding
an established, revenue-generating digital platform, the transaction is expected to significantly accelerate Flash’s global expansion
strategy by providing immediate technology infrastructure, distribution scale and access to high-growth Asian markets.
Except for provisions relating to exclusivity, transaction-expense
reimbursement, governing law and the binding effect of those provisions, the Term Sheet is non-binding.
Strategic Rationale: Building a Vertically Integrated Global Sports
& Media Platform
Flash Sports & Media has assembled a portfolio of premium sports
rights, live event properties, production capabilities and fan engagement assets. The proposed Bongo acquisition adds the final layer
of the value chain by combining proprietary streaming technology, large-scale digital distribution and an established audience into a
single integrated platform capable of delivering and monetizing content directly with consumers worldwide.
The Company believes acquiring a controlling interest in Bongo creates
several significant strategic advantages:
Technology Infrastructure — Bongo’s proprietary
end-to-end streaming platform, purpose-built for mobile-first users and optimized for lower-bandwidth environments across emerging markets,
will provide the technology backbone for Flash’s global direct-to-consumer streaming strategy.
Distribution Network — Immediate access to a digital creator
ecosystem reaching more than 300 million viewers across South Asia and international diaspora markets provides Flash with a powerful distribution
network for content sourcing, original programming and future premium content.
Audience & Engagement — More than 73 million followers
across Bongo’s owned digital brands create an established audience for Flash’s sports properties while significantly expanding
opportunities for fan acquisition, engagement and cross-promotion.
Premium Content Relationships — Commercial relationships
with leading global content owners and entertainment brands, including Premium Football Leagues & Tournaments, MasterChef, Shark Tank,
Eurovision and Family Feud, provide meaningful opportunities to accelerate Flash’s content strategy and broaden its premium media
offering.
Sports & Cricket Ecosystem — Bongo’s deep experience
across Asian sports markets and established relationships throughout the regional cricket ecosystem are expected to strengthen Flash’s
ability to expand sports rights, develop premium programming and deepen fan engagement throughout one of the world’s fastest-growing
sports markets.
Streaming & Media Expansion — Bongo’s proprietary
streaming technology is expected to power Flash’s future streaming services, reducing development timelines while providing a scalable
infrastructure capable of supporting premium live sports, entertainment and original programming at a substantially lower operating cost.
Advertising & Monetization — The combination significantly
expands advertising inventory, subscription opportunities, audience analytics and data-driven monetization capabilities, strengthening
Flash’s recurring revenue model beyond event-driven revenues.
Content Strategy & Market Intelligence — Bongo’s
extensive experience in content acquisition, regional programming, audience behavior and digital media strategy provides Flash with valuable
expertise to support future content investments and expansion throughout Asia.
If completed, the acquisition is expected to significantly strengthen
Flash Sports & Media’s position as a vertically integrated global sports, media and technology company by combining premium
sports rights, proprietary streaming technology, large-scale digital distribution network, audience engagement and recurring media revenues
into a single scalable platform. “Bongo gives us the piece of the value chain we do not own today. We control live properties, we
control production, and we control activation — what we have not controlled is the pipe to the consumer. A 51% position in a streaming
platform already generating close to $10 million of revenue changes that. It lets us take our content directly to the audience that cares
most about it, keep the subscriber relationship, and build recurring revenue alongside our event-driven business. The proposed structure
includes a 60% cash and 40% equity consideration mix, limits share issuances absent stockholder approval and provides for up to an additional
$12 million management earnout tied to future revenue and EBITDA growth.”
— Bradley Nattrass, CEO, Flash Sports & Media Holdings, Inc.
“For more than a decade, Bongo has grown into one of South Asia’s
leading digital media ecosystems by combining proprietary streaming technology, premium global content partnerships and one of the region’s
largest digital audiences. Joining forces with Flash Sports & Media represents an exciting new chapter that brings together technology,
premium sports content, global distribution and world-class fan engagement. Together, we believe we can build one of the most compelling
sports and digital media platforms serving emerging markets and audiences worldwide.”
— Ahad Bhai, Founder, Bongo Holdings Pte Ltd
About Flash Sports & Media Holdings, Inc.
Flash Sports & Media Holdings, Inc. (Nasdaq: FLZH) is a vertically
integrated sports, media and fan engagement company focused on owning, producing, distributing and monetizing premium sports and entertainment
content. The Company operates across live sports rights, original content production, experiential marketing, digital fan engagement and
direct-to-consumer media platforms, leveraging proprietary intellectual property, strategic partnerships and technology to connect global
audiences with premium sports experiences.
Through its expanding portfolio of sports properties, media assets
and technology platforms, Flash Sports & Media is building a next-generation global sports ecosystem spanning content creation, production,
streaming, fan engagement and commercial monetization. https://flashsportsandmedia.com
About Bongo Holdings Pte Ltd
Bongo Holdings Pte Ltd is one of South Asia’s leading digital
media, technology and content distribution companies, operating a proprietary end-to-end streaming platform designed specifically for
mobile-first users and lower-bandwidth environments across emerging markets.
The Company has built one of the region’s largest digital media
ecosystems, generating close to US$10 million in annual revenue while reaching more than 300 million viewers through its owned platforms,
partner network and digital distribution channels. Bongo also operates one of South Asia’s largest branded social media portfolios
with more than 73 million followers across its owned digital brands.
Bongo’s proprietary technology platform delivers premium live
and on-demand video across mobile, web and connected devices and has been engineered to provide high-quality streaming performance in
markets where bandwidth efficiency and mobile accessibility are critical.
Beyond its technology platform, Bongo maintains strategic relationships
with leading global digital platforms including YouTube, Facebook and TikTok, enabling large-scale audience distribution, advertising
monetization and content discovery across multiple markets.
The Company’s premium content portfolio includes world’s
most recognized sports and entertainment brands, including Premium Football Leagues & Tournaments, MasterChef, Shark Tank, Eurovision
and Family Feud, alongside a broad catalogue of regional entertainment, sports and original programming.
Bongo’s combination of proprietary technology, premium content
partnerships, audience scale and regional market expertise positions it as a strategic platform for expanding digital media and streaming
services throughout South Asia and other high-growth emerging markets.
About Advisors
Thunder Rock Capital, LLC is acting as exclusive advisor to Flash Sports
& Media Holdings in connection with this transaction. Hovde Group, LLC is acting as exclusive financial advisor to Bongo in connection
with the proposed transaction. Flash Sports & Media Holdings is being advised by Whiteford, Taylor & Preston LLP as legal counsel
and Fattal Legal PLLC is serving as legal counsel to Bongo.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without
limitation, statements regarding the proposed acquisition by Flash Sports & Media Holdings, Inc. (the “Company”) of a
controlling interest in Bongo Holdings Pte Ltd (“Bongo”); the negotiation and execution of definitive agreements; the proposed
structure, consideration, financing, earnout and governance arrangements; the anticipated timing and completion of the proposed transaction;
the anticipated benefits, synergies and strategic effects of the proposed transaction; the integration of Bongo’s business, technology,
content, distribution capabilities and management; the future financial and operating performance of Bongo and the Company; the ability
to expand the Company’s audience, content offerings, streaming capabilities, advertising inventory and revenue opportunities; and
the Company’s ability to obtain financing, stockholder approval and other required approvals.
Forward-looking statements may be identified by
words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,”
“plan,” “potential,” “seek,” “should,” “will,” “would” and similar
expressions. These statements are based on the Company’s current expectations, estimates and assumptions and are subject to known
and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from
those expressed or implied by the forward-looking statements.
Such risks and uncertainties include, among others:
the non-binding nature of the term sheet and the possibility that the parties may not negotiate or execute definitive agreements; the
possibility that the terms of any definitive agreements may differ materially from those described in the term sheet or this press release;
the Company’s ability to obtain sufficient financing to fund the cash portion of the proposed consideration and any other cash payment
obligations; the completion of confirmatory due diligence and the audit of Bongo’s financial statements; the accuracy and completeness
of financial, operational, audience, content-rights and other information provided by Bongo; the receipt of required stockholder, regulatory,
tax, third-party and other approvals and consents; the satisfaction or waiver of closing conditions; the risk that the proposed transaction
may be delayed, restructured or not completed at all; the potential issuance of Company securities and resulting dilution to existing
stockholders; the possibility that anticipated benefits, synergies, cost savings, revenue opportunities and growth prospects may not be
realized or may take longer to realize than expected; risks associated with integrating Bongo’s operations, technology, personnel
and business relationships; the retention of key management and employees; risks relating to content ownership, licensing, distribution,
intellectual property and third-party platform relationships; competition in the sports, media, digital-content and streaming industries;
international, geopolitical, currency, tax and regulatory risks associated with operations in Singapore, South Asia and other markets;
the Company’s ability to maintain compliance with the continued listing requirements of The Nasdaq Stock Market LLC; and general
economic, market and industry conditions.
Financial and operating information regarding
Bongo included in this press release is unaudited, was provided by Bongo management and remains subject to completion of the required
audit and the Company’s due diligence. Audited results and other verified information may differ materially from the information
presented in this press release. Audience, follower, reach, market and industry data included in this press release are based on information
provided by Bongo or third-party sources believed to be reliable but have not been independently verified by the Company, and the Company
makes no representation as to their accuracy or completeness.
Additional information concerning risks and uncertainties
that could affect the Company’s business and financial results is included in the Company’s filings with the Securities and
Exchange Commission, including its most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports
filed with the SEC. Forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to
update or revise any forward-looking statement to reflect events or circumstances occurring after the date of this press release, except
as required by applicable law.
Source: Flash Sports & Media Holdings, Inc. (Nasdaq: FLZH)
Investor Relations Contact:
Investors@flashsm.com
Company Website:
https://flashsportsandmedia.com
https://flashsm.com
