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Flash Sports & Media Holdings, Inc. has filed a resale registration statement covering up to 62,670,547 shares of common stock to be sold from time to time by existing selling stockholders. These shares include stock issued or issuable from convertible preferred stock, consulting arrangements, warrants, and convertible notes.
The company has recently transformed from its legacy urban-gro engineering business into a diversified sports, media, and experiential marketing platform built around professional cricket leagues. Its core subsidiary IPG controls key commercial and media rights to the Lanka Premier League and several emerging T20 and T10 properties, generating revenue from production fees, franchise fees, sponsorships, media rights, and related activities.
The filing highlights significant risks: heavy dependence on a single Sri Lanka Cricket rights agreement, customer and geographic concentration, going concern qualifications and large accumulated deficits, prior loan defaults and settlements, Nasdaq listing compliance history, and substantial planned dilution from the Flash merger and other equity-linked financings. The company will not receive proceeds from stockholder resales under this S-1.
Flash Sports & Media Holdings, Inc. has signed a confidential, non-binding letter of intent to acquire a 51% controlling interest in the assets of Dubai-based Nooa Holdings Ltd., a hospitality group generating approximately $35 million in annual hotel revenue. The proposed $51 million purchase price would be paid entirely in newly created Series A Preferred Stock, requiring no cash and no immediate issuance of common stock at closing. The preferred stock would carry voting rights and become convertible into common shares beginning 365 days after closing or upon a contemplated spin-out, subject to Nasdaq listing rules and any required stockholder approvals. The deal is intended to bring player, official and production-crew accommodation for Flash’s cricket leagues in-house, adding a year-round hospitality revenue stream, but remains subject to due diligence, financing, definitive agreements and multiple board, shareholder, regulatory and third-party approvals.
Flash Sports & Media Holdings, Inc. announced plans for the Zimbabwe T20 League (ZT20), a proposed professional franchise T20 cricket league tentatively targeted for October–November 2026. The league is expected to be developed through its subsidiary Innovative Production Group FZ, LLC in collaboration with Zimbabwe Cricket.
The initiative is described as a long-term sports, media, and sports-tourism property, with a grand opening ceremony currently planned for Victoria Falls and matches expected across Harare Sports Club and Bulawayo. Actual revenues, if any, will depend on the company’s specific contractual arrangements and overall tournament outcomes.
The company emphasizes that ZT20 is an early-stage project that has not commenced operations and remains subject to definitive documentation, required regulatory and governing-body approvals, venue and player availability, financing, and other execution conditions, so there is no assurance the league will launch on the anticipated timeline or generate material revenue.
Flash Sports & Media Holdings, Inc. entered into a financing deal with FirstFire Global Opportunities Fund, LLC through a convertible promissory note. The company will receive a purchase price of $800,000 in exchange for a note with an original principal amount of $880,000 and 10,000 commitment shares of common stock.
The unsecured note bears 10% annual interest, with the first twelve months of interest of $88,000 fully earned on the issue date, and matures twelve months after issuance. It is initially convertible at $5.00 per share, subject to adjustments, a 4.99% beneficial ownership limitation, and an exchange cap that limits issuance to 10,686,477 shares until stockholders approve additional issuances under Nasdaq Rule 5635(d).
Beginning 180 days after closing, the company must make monthly amortization payments, with any remaining balance due at maturity. On default, the note becomes immediately due at 150% of the then-outstanding principal plus accrued interest. The company plans to use the funds for business development and general working capital, subject to agreed restrictions.
Flash Sports & Media Holdings, Inc. reported an updated share count after converting its Series B Convertible Preferred Stock into common stock. Stockholders had previously approved, under Nasdaq Listing Rule 5635(d), issuing common shares upon conversion of this preferred series in excess of 19.99% of the then outstanding common stock. Following this approval and conversion at a price of $3.23 per share in line with the preferred stock’s Certificate of Designations, the company had 53,539,119 shares of common stock issued and outstanding as of June 17, 2026. This update is being disclosed to provide the current number of issued and outstanding common shares after the preferred stock conversion.
Flash Sports & Media Holdings, Inc. is registering up to 6,300,000 shares of common stock for resale by Hudson Global Ventures, LLC, tied to an equity line of credit and a warrant. The company will not receive proceeds from these resales but may sell shares to Hudson under a $54,000,000 equity purchase agreement and from warrant exercises for cash.
Flash recently shifted from its legacy controlled-environment agriculture design-build business into a diversified sports, media, and experiential marketing platform built around cricket. Through its IPG subsidiary, it holds long-term commercial and media rights to the Lanka Premier League and other emerging cricket properties. IPG’s 2024 revenue was heavily weighted to Sri Lanka and Zimbabwe and derived mainly from production fees, franchise fees, sponsorships, and broadcast rights.
The filing highlights significant risks, including going concern warnings, high historical losses and deficits, reliance on a single key rights agreement with Sri Lanka Cricket, geographic concentration, intense sports-media competition, past Nasdaq compliance issues, substantial dilution from the merger with Flash, and the need for additional capital to fund operations and expansion plans.
Flash Sports & Media Holdings, Inc. has launched the Malaysia T20 League (MT20), a new professional franchise T20 cricket league scheduled to debut in September and October 2026. The league will be developed and operated through subsidiary Innovative Production Group FZ, LLC in partnership with the Malaysian Cricket Association.
MT20 is designed as a long-term sports and media property featuring franchise-based teams, international player participation, global broadcast distribution, and sponsorship opportunities. A select number of founding franchises are expected to be introduced, giving investors and partners exposure to potential revenues from media rights, sponsorships, ticketing, merchandise, and licensing.
The initiative extends Flash’s cricket-league footprint in Southeast Asia alongside its Lanka Premier League involvement. Management emphasizes that MT20 remains an early-stage project and that franchise sales, player participation, sponsorships, media arrangements, and any revenues are uncertain and subject to contracts, financing, regulatory approvals, and market acceptance.
Flash Sports & Media Holdings, Inc., formerly urban-gro, Inc., reports that shareholders approved changing the corporate name to Flash Sports & Media Holdings, Inc. at a special meeting on June 12, 2026. Of 1,404,499 common shares eligible to vote as of May 6, 2026, 799,592 shares, or about 56.93%, were represented, satisfying quorum requirements.
Shareholders approved the name change, the issuance of common shares upon conversion of Series B Convertible Non-Voting Preferred Stock above 19.99% of outstanding common stock, and additional issuances above 19.99% related to transactions with Hudson Global Ventures, LLC and Agile Hudson Partners LLC. The company also announced that its stock is expected to begin trading on Nasdaq under the new ticker symbol FLZH, reflecting its strategic transition into a global sports and media platform following its business combination with Flash Sports & Media and the integration of Innovative Production Group FZ, LLC.
urban-gro, Inc. is registering up to 6,300,000 shares of common stock for resale by Hudson Global Ventures under an equity line and warrant arrangement. The company itself is not selling shares in this prospectus and will not receive proceeds from these resales, though it may receive up to $54,000,000 from future sales of stock to Hudson under the ELOC Purchase Agreement and from cash warrant exercises.
urban-gro has transformed its business through a merger with Flash Sports & Media, shifting from controlled-environment agriculture services to a diversified sports, media, and experiential marketing platform centered on professional cricket leagues and related media rights. The core subsidiary, IPG, holds long-term commercial and media rights for Sri Lanka’s Lanka Premier League and other emerging cricket properties, generating revenue from production fees, franchise fees, sponsorships, and broadcast rights.
The filing highlights significant risks, including heavy historical losses, going concern qualifications, reliance on Sri Lanka Cricket for most revenue, substantial potential dilution from preferred stock conversion and financing structures relative to the 1,569,119 shares outstanding as of June 10, 2026, and a history of Nasdaq listing deficiencies.
urban-gro, Inc. held a Special Meeting of Stockholders on June 3, 2026 but was unable to conduct any business because a quorum was not reached. Under its bylaws, the company adjourned the Special Meeting to June 12, 2026 at 10:00 AM EST.
The record date for stockholders entitled to vote remains May 6, 2026, and previously submitted valid proxies will continue to apply unless changed or revoked before votes are taken. The company will keep delivering proxy materials and soliciting votes ahead of the reconvened meeting.