Form 8-K

8-K — Flash Sports & Media Holdings, Inc.

Accession: 0001213900-26-073456

Filed: 2026-06-30

Period: 2026-06-30

CIK: 0001706524

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0296473-8k_flash.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JUNE 30, 2026 (ea029647301ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0296473-8k_flash.htm · Sequence: 1

false

0001706524

2026-06-30

0001706524

dei:FormerAddressMember

2026-06-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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)

☐

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

EX-99.1 — PRESS RELEASE DATED JUNE 30, 2026

EX-99.1

Filename: ea029647301ex99-1.htm · Sequence: 2

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)

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jun. 30, 2026

Entity Addresses [Line Items]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 30, 2026

Entity File Number

001-39933

Entity Registrant Name

FLASH SPORTS & MEDIA HOLDINGS, INC.

Entity Central Index Key

0001706524

Entity Tax Identification Number

46-5158469

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1140 Avenue of the Americas

Entity Address, Address Line Two

Suite 1140

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10036

City Area Code

720

Local Phone Number

390-3880

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

FLZH

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Former Address [Member]

Entity Addresses [Line Items]

Entity Address, Address Line One

8913 Regents Park Drive

Entity Address, Address Line Two

Suite 550

Entity Address, City or Town

Tampa

Entity Address, State or Province

Entity Address, Postal Zip Code

33647

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressesLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

dei_EntityAddressesAddressTypeAxis=dei_FormerAddressMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: