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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):
June 30, 2026
FLASH SPORTS & MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39933 |
|
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
8913 Regents Park Drive, Suite 550
Tampa, Florida 33647
(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) |
| |
|
|
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
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 June 30, 2026, Flash Sports & Media Holdings,
Inc. (the “Company”) issued a press release announcing that it had entered into a confidential, non-binding letter of intent,
dated June 27, 2026, contemplating the potential acquisition of a 51% controlling interest in the assets of Nooa Holdings Ltd., a Dubai-based
hospitality group.
As described in the press release, the proposed
transaction remains subject to, among other things, completion of due diligence, negotiation and execution of definitive agreements, the
Company’s ability to obtain financing, and receipt of required approvals. There can be no assurance that definitive agreements will
be executed or that the proposed transaction will be completed on the terms described, or at all.
A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item
7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated
June 30, 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: June 30, 2026 |
FLASH SPORTS & MEDIA HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chairman and Chief Executive Officer |
Exhibit 99.1
Flash Sports & Media Holdings, Inc. (NASDAQ:
FLZH) Announces Non-Binding Letter of Intent to Potentially Acquire Controlling Interest in Approximately $35 Million-Revenue Hospitality
Group in an All-Preferred Stock Transaction
Purchase Price to Be Paid Entirely in Series
A Preferred Stock, Requiring No Cash and No Immediate Issuance of Common Stock at Closing; Acquisition Would Bring Player and Team Hosting
In-House Across Flash’s Cricket Leagues
Transaction would give Flash a 51% controlling
interest in a Dubai-based hospitality group, vertically integrating accommodation for players, officials and production crews across the
LPL and the planned MT20, SG20 and ZT20 leagues.
Consideration of $51 million would be paid entirely
in newly created Flash Series A Preferred Stock, requiring no cash and no immediate issuance of common stock at closing; the Series A
is expected to carry voting rights and would become convertible beginning 365 days after closing. The proposed transaction is non-binding
and remains subject to due diligence, definitive agreements, financing and customary approvals
Dubai, United Arab Emirates — June 30, 2026 — Flash
Sports & Media Holdings, Inc. (NASDAQ: FLZH) (“Flash” or the “Company”) today announced that it has entered
into a confidential, non-binding Letter of Intent, dated June 27, 2026, to acquire a 51% controlling interest in the assets of Nooa Holdings
Ltd (“Nooa”), a Dubai-based hospitality group which generates approximately $35 million in annual revenue through its hotel
operations. The Company intends to complete the proposed acquisition through Nooa Corp Inc. (“NOAC”), a newly incorporated
subsidiary. The LOI is non-binding with respect to the proposed transaction terms, and there can be no assurance that definitive agreements
will be executed or that the transaction will be completed.
The proposed acquisition is designed to bring player, official and
production-crew hosting in-house across Flash’s cricket properties. As the Company builds out the Lanka Premier League and prepares
to launch new leagues in Malaysia (MT20), Singapore (SG20) and Zimbabwe (ZT20), team accommodation, hospitality and event logistics represent
a recurring and significant operating cost. Owning a controlling interest in an established hospitality platform would allow Flash to
control the cost and quality of that experience, reduce reliance on third-party providers, and add a hospitality revenue line that operates
year-round, beyond the cricket calendar.
Under the terms outlined in the Letter of Intent, Flash would pay a
purchase price of $51 million for the 51% interest, payable entirely in shares of newly created Flash Series A Preferred Stock. Using
preferred stock as consideration means the transaction would require no cash outlay and would not result in the immediate issuance of
any common stock at closing. The Series A Preferred Stock would carry voting rights and, beginning 365 days after closing or upon a contemplated
spin-out, would become convertible into shares of Flash common stock. Any issuance or conversion of preferred stock would be subject to
applicable Nasdaq listing rules, including stockholder approval to the extent required. The parties intend to evaluate potential tax-efficient
structures, subject to legal and tax advice.The Letter of Intent also contemplates a potential future spin-out and separate listing of
NOAC, subject to market conditions, financing and regulatory approval. The parties have agreed to use best efforts to complete the proposed
transaction within 60 days of signing; however, the timing of any definitive agreement or closing remains subject to diligence, financing,
approvals, and other conditions. “Hospitality is one of the largest fixed costs in running a professional cricket league, and it
sits right at the center of the player and partner experience,” said Brad Nattrass, CEO of Flash Sports & Media Holdings, Inc.
“The proposed transaction, if completed, would allow us to bring hosting in-house across our leagues, we can control quality, capture
margin that today flows to outside vendors, and build a revenue stream that works year-round. Nooa gives us an established platform to
do exactly that, and we look forward to completing our diligence and working toward definitive agreements.”
Nooa Holdings Ltd is chaired by Amit Kumar Basnet and is headquartered
in the Dubai International Financial Centre. Its hotel operations would form the foundation of Flash’s hospitality and player-hosting
platform following completion of the proposed transaction.
The Letter of Intent is non-binding with respect to the proposed transaction
terms, other than customary provisions relating to confidentiality, exclusivity and the procedures for negotiating definitive agreements.
Completion of the transaction is subject to satisfactory due diligence, the negotiation and execution of definitive agreements, Flash
securing adequate financing, and the receipt of all required board, shareholder, regulatory and third-party approvals, including any applicable
approvals from the U.S. Securities and Exchange Commission and The Nasdaq Stock Market LLC. There can be no assurance that the parties
will enter into definitive agreements or that the proposed transaction will be completed on the terms described, or at all.
About Flash Sports & Media Holdings, Inc.
Flash Sports & Media Holdings, Inc. (Nasdaq: FLZH) is a cricket-focused
sports and media company seeking to develop and commercialize cricket media, league-management, sponsorship, and related sports-entertainment
opportunities. Through its relationship with Innovative Production Group FZ, LLC, Flash is focused on professional cricket properties,
media and broadcast opportunities, sponsorships, league operations, and related commercial initiatives. The Company’s business plans
remain subject to execution risks, market conditions, definitive agreements, third-party approvals, and the Company’s ability to
finance, develop, and commercialize its sports and media initiatives. https://flashsportsandmedia.com
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, but are not limited to,
statements regarding the proposed acquisition of a controlling interest in Nooa Holdings Ltd and its hospitality operations; the anticipated
benefits of bringing player, team and production hosting in-house; the expected purchase price and form of consideration; the intended
structure of the transaction, including through Nooa Corp Inc. and any potential future spin-out or separate listing; the anticipated
timing of any definitive agreements or closing; the development and commercialization of Flash’s cricket and sports-media platforms,
including the Lanka Premier League and the planned MT20, SG20 and ZT20 leagues; and the Company’s ability to generate revenues from
its activities. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “expect,”
“intend,” “plan,” “may,” “will,” “could,” “seek,” “estimate,”
“potential,” or similar expressions. Forward-looking statements are not guarantees of future performance, events, or results,
and readers should not place undue reliance on them.
These forward-looking statements are based on current expectations,
estimates, and assumptions and involve known and unknown risks and uncertainties that could cause actual results and outcomes to differ
materially from those expressed or implied by such statements. Such risks and uncertainties include, without limitation: the non-binding
nature of the Letter of Intent and the possibility that definitive agreements may not be entered into on acceptable terms, or at all;
the results of due diligence; the Company’s ability to secure the debt and equity financing necessary to complete and capitalize
the transaction; the possibility that required board, shareholder, regulatory, governmental, league, or third-party approvals, including
approvals of the U.S. Securities and Exchange Commission and The Nasdaq Stock Market LLC, may not be obtained; risks relating to the integration
of the acquired hospitality operations and the Company’s ability to realize anticipated cost savings, synergies or revenues; the
accuracy of the revenue and financial information of Nooa Holdings Ltd relied upon by the Company; the Company’s reliance on third-party
partners and counterparties to perform under contractual arrangements; the timing and success of the Company’s expansion into new
leagues and markets; general economic, market, and industry conditions; international, geopolitical, and regulatory risks associated with
operations in multiple jurisdictions; and the Company’s ability to maintain compliance with applicable listing standards of The
Nasdaq Stock Market LLC.
In addition, certain market, industry, and economic data referenced
in this press release are based on third-party sources and estimates that the Company believes to be reliable, but the Company has not
independently verified such information and makes no representation as to its accuracy or completeness. Additional factors that could
cause actual results to differ materially from those described in forward-looking statements can be found in the Company’s most
recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as other filings with the Securities and Exchange
Commission, which are available at www.sec.gov.
Forward-looking statements speak only as of the date of this press
release, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law.
Investor Relations Contact
Investors@flashsm.com
Company Websites
https://flashsportsandmedia.com
https://www.theipggroup.com
Source: Flash Sports & Media Holdings, Inc. (Nasdaq: FLZH)
