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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

  • Flash Sports & Media Holdings, Inc. (NASDAQ: FLZH) entered a non-binding Letter of Intent on June 27, 2026, to acquire a 51% controlling interest in Dubai-based hospitality group Nooa Holdings Ltd.
  • The proposed transaction values the 51% stake at $51 million, payable entirely through newly created Flash Series A Preferred Stock with no cash outlay or immediate issuance of common stock at closing.
  • Series A Preferred Stock will carry voting rights & become convertible into common shares 365 days after closing or upon a contemplated spin-out, subject to Nasdaq listing rules & stockholder approval.
  • The acquisition aims to vertically integrate player, official, & production-crew hosting across Flash's cricket leagues, including the LPL & planned MT20, SG20, & ZT20 leagues.
  • Ownership of Nooa would allow Flash to control accommodation costs & quality, reduce reliance on third-party providers, & generate year-round hospitality revenue beyond the cricket calendar.
  • The deal would be executed via Nooa Corp Inc. (NOAC), a newly incorporated subsidiary, with parties intending to evaluate tax-efficient structures & potential future spin-outs or separate listings for NOAC.
  • Completion of the transaction is subject to due diligence, definitive agreements, financing, & customary approvals from boards, shareholders, regulators, & the SEC & Nasdaq.
  • Nooa Holdings Ltd is chaired by Amit Kumar Basnet, headquartered in the Dubai International Financial Centre, & generates approximately $35 million in annual revenue from hotel operations.
  • The parties agreed to use best efforts to complete the proposed transaction within 60 days of signing, though no assurance exists that definitive agreements will be executed or the deal completed.