Flash Signs LOI To Acquire 51% Of Nooa Holdings For $51M In Preferred Stock

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 (GLOBE NEWSWIRE) -- 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 whose hotel operations and other verticals generate approximately $35 million in annual revenue.

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.