Form 8-K

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

Accession: 0001213900-26-085414

Filed: 2026-08-05

Period: 2026-08-03

CIK: 0001706524

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0300599-8k_flash.htm (Primary)

EX-10.1 — TERM SHEET BY AND BETWEEN FLASH SPORTS & MEDIA HOLDINGS, INC. AND BONGO HOLDINGS PTE LTD EXECUTED AS OF AUGUST 3, 2026 (ea030059901ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED AUGUST 5, 2026 (ea030059901ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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0001706524

2026-08-03

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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):

August

3, 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

Not Applicable

(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 August 5, 2026, the Flash Sports & Media

Holdings, Inc. (the “Company”) issued a press release regarding the Term Sheet (as defined below), a copy of which is furnished

as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01, including

Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act

of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or

the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On August 3, 2026, the Company entered into a

term sheet (the “Term Sheet”) with Bongo Holdings Pte Ltd, a Singapore private limited company (“Bongo”), regarding

the Company’s proposed acquisition of a 51% controlling interest in Bongo.

The Term Sheet contemplates that the Company would

acquire newly issued shares of Bongo and shares from certain existing Bongo stockholders so that the Company would own 51% of Bongo’s

fully diluted equity immediately following the closing. The proposed transaction is based on a pre-money equity valuation of Bongo of

$35.0 million and provides for aggregate closing consideration of approximately $25.7 million, consisting of approximately $15.4 million

of primary capital to be invested in Bongo and approximately $10.3 million of secondary consideration payable to existing Bongo stockholders.

The proposed consideration would consist of 60% cash and 40% equity securities of the Company, subject to adjustment based on Bongo’s

indebtedness and cash at closing.

In addition to the closing consideration, certain

members of Bongo’s management team who continue with the business following the closing may be eligible to receive an earnout of

up to an aggregate of $12.0 million over three years, subject to the achievement of specified annual revenue and EBITDA growth targets.

The earnout would be payable in cash, warrants to purchase shares of the Company’s common stock or a combination thereof, as provided

in the definitive transaction agreements.

Following the closing and payment of the closing

consideration, the Company would have operational control over Bongo and the right to appoint three of the five members of Bongo’s

board of directors. Bongo’s existing management would continue to manage its day-to-day operations under the Company’s direction

and supervision.

The number of shares of the Company’s common

stock issuable in connection with the proposed transaction would be subject to a limitation of 19.99% of the Company’s outstanding

common stock unless the Company obtains stockholder approval in accordance with the applicable rules of The Nasdaq Stock Market LLC. Any

consideration that could not be paid in shares as a result of this limitation would be payable in cash.

Completion of the proposed transaction is subject

to, among other matters, the negotiation and execution of definitive agreements, completion of due diligence, completion of an audit of

Bongo’s financial statements by a PCAOB-registered independent accounting firm, the Company obtaining sufficient financing, receipt

of any required Company stockholder approval, receipt of required regulatory and third-party approvals and satisfaction of other customary

closing conditions.

The Term Sheet provides that the parties will

use good-faith efforts to execute definitive agreements on or before August 15, 2026 and identifies September 15, 2026 as the parties’

target closing date. There can be no assurance, however, that definitive agreements will be entered into by that date or at all, that

the proposed transaction will be completed on the terms described in the Term Sheet or at all, or that the Company will obtain the financing

and approvals necessary to complete the proposed transaction.

Except for limited provisions relating to transaction-expense

reimbursement, exclusivity, the binding effect of those provisions and governing law, the Term Sheet is non-binding. Accordingly, the

proposed transaction terms remain subject to further negotiation and may change materially before the execution of definitive agreements.

The foregoing description of the Term Sheet is a summary and does not

purport to be complete. It is qualified in its entirety by reference to the Term Sheet, a copy of which is filed as Exhibit 10.1 to this

Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements, including statements regarding the proposed acquisition of Bongo, the negotiation and execution of definitive agreements,

the proposed consideration and earnout, the anticipated governance arrangements, the timing and completion of the proposed transaction

and the Company’s ability to obtain financing and required approvals. These statements are based on current expectations and assumptions

and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such

statements, including the possibility that the parties may not enter into definitive agreements, that the definitive terms may differ

from those described in the Term Sheet, that financing or required approvals may not be obtained, or that other closing conditions may

not be satisfied. The Company undertakes no obligation to update any forward-looking statement except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

10.1

Term Sheet by and between Flash Sports & Media Holdings, Inc. and Bongo Holdings Pte Ltd executed as of August 3, 2026

99.1

Press Release dated August 5, 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: August 5, 2026

FLASH SPORTS & MEDIA HOLDINGS, INC.

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chief Executive Officer

EX-10.1 — TERM SHEET BY AND BETWEEN FLASH SPORTS & MEDIA HOLDINGS, INC. AND BONGO HOLDINGS PTE LTD EXECUTED AS OF AUGUST 3, 2026

EX-10.1

Filename: ea030059901ex10-1.htm · Sequence: 2

Exhibit 10.1

Term Sheet

Proposed

Acquisition by Flash Sports & Media Holdings, Inc. of a 51% Interest in Bongo Holdings Pte Ltd

Updated July 30, 2026.

This Term Sheet has been streamlined to serve

as a business-term summary only. The definitive agreements will govern all legal rights and obligations. Except for Section 10 (Breakup

Fee and Transaction Expenses), the latter as it relates to the “Transaction Expenses”, Sections 11 (Exclusivity) and 14 (Binding

Provisions), which are intended to be legally binding, this Executive Summary is non-binding and creates no obligation on either party

to proceed with the transaction.

1. Transaction Overview

FSM proposes to acquire a 51% controlling interest

in Bongo Holdings Pte Ltd at a pre-money valuation of $35.0 million. Total consideration is $25.7 million, consisting of $15.4 million

of newly issued primary capital and $10.3 million of secondary consideration payable to existing shareholders. Consideration will consist

of 60% cash and 40% FSM equity. The parties have agreed to an enterprise value of $35.8 million. The $35.0 million pre-money valuation

reflects such enterprise value less an agreed debt allowance of $800,000. Bongo's aggregate indebtedness as of closing shall not exceed

$800,000 (the "Debt Allowance"); to the extent indebtedness as of closing is less than the Debt Allowance, the pre-money valuation

shall be increased, and to the extent indebtedness exceeds the Debt Allowance, the pre-money valuation shall be reduced, in each case

dollar-for-dollar. Cash as of closing shall be added to the pre-money valuation on a dollar-for-dollar basis. For the avoidance of doubt,

no other cash-free, debt-free or working capital adjustment shall apply.

2. Transaction Structure

The acquisition will occur at the Singapore holding-company

level. FSM will acquire newly issued primary shares together with secondary shares from existing shareholders so that FSM owns exactly

51% of the fully diluted equity immediately following closing. Fully diluted equity shall be calculated to include all outstanding options,

warrants, convertible instruments, and all shares reserved for issuance under any employee equity plan, whether or not vested. The detailed

capitalization schedule shall be agreed and attached at signing of the definitive agreements.

3. Purchase Consideration

Both the primary and

secondary components shall be priced at the agreed pre-money valuation. The FSM share consideration shall be issued pursuant to the

definitive agreements, as restricted securities under Rule 144. FSM shall file a resale registration statement covering the FSM

share consideration within 30 days following closing and shall cause it to be declared effective within 90 days following closing.

If the registration statement has not been declared effective by the 90th day following closing, each Existing Stockholder may, by

written notice, require FSM to repurchase all or any portion of such holder's FSM share consideration at the greater of (x) the

value ascribed to such shares at closing and (y) the volume weighted average price over the ten trading days preceding the notice,

payable in cash within ten business days.

Resales shall be subject to a leak-out under which the Existing Stockholders may not sell,

in the aggregate on any trading day, more than 10% of the trailing twenty-day average daily trading volume of FSM common stock. The

leak-out shall automatically terminate if the resale registration statement is not filed and declared effective by the deadlines set

forth above or thereafter ceases to be effective.

Exchange Cap. The aggregate number of FSM shares issuable in connection with this

transaction, including the initial share consideration, any shares issued under the Pref X mechanism in Section 5, any equity

portion of the earnout in Section 6 and any breakup fee in Section 10, shall not exceed 19.99% of the FSM common stock outstanding

as of the date of this Executive Summary (the "Exchange Cap"), unless FSM first obtains stockholder approval in accordance

with Nasdaq Rule 5635. Any consideration otherwise payable in shares in excess of the Exchange Cap shall be settled in cash. FSM's

obligation to settle such excess amounts in cash shall be absolute and unconditional, shall apply at the same value and on the same

schedule as the share consideration it replaces, and in no event shall the Exchange Cap reduce the aggregate consideration payable

to Bongo or the Existing Stockholders. At the request of Bongo, FSM shall seek stockholder approval under Nasdaq Rule 5635 at its

next annual or special meeting of stockholders. No Existing Stockholder shall receive FSM shares representing 19.99% or more of

FSM's outstanding common stock on an individual basis.

4. Capital Structure

As a condition to signing, holders of the existing

preferred share classes shall waive any preferential economic rights, including liquidation preferences and anti-dilution protections,

so that all issued shares participate on an economically equivalent basis unless otherwise agreed. Such holders shall execute support

and waiver agreements concurrently with execution of the definitive agreements. Treatment of employee equity awards shall be confirmed

at signing and reflected in the fully diluted capitalization schedule.

5. Security for Stock Consideration

The stock consideration shall be secured through a

newly created class of preferred shares (the "Pref X Shares") pledged for the benefit of Bongo and the Existing Stockholders

until the agreed value of the FSM equity consideration has been fully realized or otherwise satisfied. The definitive agreements shall

specify the pledge, release mechanics, valuation methodology, liquidity thresholds and enforcement provisions, and shall in all cases

provide for: (i) a floor price below which no further shares become issuable, set at 75% of the volume weighted average price of FSM common

stock over the twenty trading days preceding signing; (ii) a hard cap of 1,850,000 FSM shares issuable in the aggregate under the Pref

X mechanism; and (iii) the obligation of FSM to satisfy any shortfall in cash in lieu of issuing additional shares. In no event shall

the Pref X mechanism result in the issuance of shares in excess of the Exchange Cap or the 1,850,000 share cap, whichever is lower. To

the extent the floor price, the 1,850,000 share cap or the Exchange Cap limits the issuance of shares under the Pref X mechanism, FSM

shall satisfy any resulting shortfall in cash.

6. Earnout

addition to the purchase price, the Management Stockholders (as defined in subsection (g) below) shall be eligible to receive an

earnout, structured as performance units as a part of a management retention program held at FSM, of up to $12.0 million, payable up

to $4.0 million per measurement year over three years, in each case payable in cash and/or warrants to purchase FSM common stock as

set forth in subsection (e) below. The earnout is separate from, and in addition to, the consideration of $25.7 million payable at

closing (aggregate transaction value, assuming the full earnout is achieved, of $37.7 million), does not form part of the purchase

price, and shall be addressed in a separate section of the definitive agreements.

(a) Targets.

The earnout payment for each measurement year shall be earned upon achievement of both (i) 20% year-over-year revenue growth and (ii)

20% year-over-year EBITDA growth for that year, measured against the prior measurement year (or, for Year 1, the agreed baseline).

(b) Variance

threshold. Each target shall be deemed achieved if actual results equal at least 95% of the applicable target level.

The three-year earnout period begins on the first day of the first full fiscal quarter following closing.

(d) Baseline

and illustrative targets. Based on an agreed baseline of $9.6 million revenue (actual 2025 revenue) and $1.2 million EBITDA and the

20% growth targets:

Period

Revenue

EBITDA

Baseline

$ 9.6 M

$ 1.2 M

Year 1

$ 11.52 M

$ 1.44 M

Year 2

$ 13.82 M

$ 1.73 M

Year 3

$ 16.59 M

$ 2.07 M

(e) Form

of payment; Earnout Warrants. The earnout payment for each measurement year in which the earnout is earned shall be settled as

follows: (i) if the consolidated EBITDA of FSM and its subsidiaries (including Bongo) for such measurement year equals or exceeds

$15.0 million, 50% in cash and 50% in Earnout Warrants; and (ii) if such consolidated EBITDA is less than $15.0 million for such

measurement year, 100% in Earnout Warrants. “Earnout Warrants” means warrants to purchase shares of FSM common stock,

issued fully vested, with a nominal exercise price of $0.01 per share, exercisable for five years from issuance (including on a

cashless basis), with the number of underlying shares in respect of each measurement year fixed at signing and not subject to

adjustment for changes in the trading price of FSM common stock. The Earnout Warrants shall be issued in the name of Bongo’s

CEO, Ahad Bhai (“Ahad”). Ahad and Bongo’s board of directors shall, together, determine the allocation and

redistribution of the Earnout Warrants (and any shares issued upon exercise thereof) among himself and the other members of

Bongo’s management team, subject to compliance with applicable securities laws and the transfer provisions to be set out in

the definitive agreements.

(f) Variance

threshold. If actual results for a measurement year equal at least 95% but less than 100% of both targets, the earnout payment for

that year shall be paid on a proportionately scaled basis; at or above 100% of both targets, the full payment is earned.

(g) Management

Stockholders; allocation. “Management Stockholders” means Ahad, and any members of Bongo’s active management team

who will continue to be engaged in the management of the business following closing, as identified in a schedule to be agreed and attached

at signing, with the allocation of earnout payments among the Management Stockholders to be determined by Ahad in his sole discretion.

The earnout is intended solely to incentivize the persons responsible for the post-closing growth and scalability of the business; no

non-operating or passive Existing Stockholder shall have any right to, or interest in, any earnout payment, notwithstanding that the Existing

Stockholders will collectively retain a 49% interest in Bongo following closing. If a Management Stockholder ceases to be engaged in the

management of the business during the earnout period, such holder’s unpaid allocation shall be reallocated among the remaining Management

Stockholders as determined by Ahad in his sole discretion, and shall not revert to FSM or reduce the aggregate earnout.

7. Governance

Effective immediately upon closing, and subject to

and conditioned upon the prior or concurrent payment in full of the closing consideration payable to Bongo and the Existing Stockholders,

FSM shall have full operational control over Bongo and its subsidiaries, to the fullest extent permitted by applicable law. At closing,

Bongo and the Existing Stockholders shall execute and deliver a management services agreement, voting and support agreement, board and

shareholder resolutions, delegations of authority, bank mandates and such other instruments as are reasonably necessary to implement such

operational control. From and after such transfer of control, FSM shall have sole authority to direct and supervise the day-to-day business

and operations of Bongo, including approval of operating budgets and business plans, cash management, material expenditures and contracts,

financing activities, hiring and termination of senior management, and other material operational decisions. Existing management shall

continue to manage the day-to-day operations of the business under FSM's direction and supervision. For the avoidance of doubt, no operational

or governance control of Bongo shall transfer to FSM, and no instrument implementing such transfer shall become effective or be released,

unless and until the closing consideration payable to Bongo and the Existing Stockholders has been indefeasibly paid and received in full.

Effective upon closing and payment in full of the

closing consideration, the board of directors of Bongo shall consist of five directors: (i) three directors appointed by FSM; and

(ii) two directors appointed by the Existing Stockholders. Each of FSM and the Existing Stockholders may remove and replace its own

appointees at any time. Following closing, FSM's operational control shall continue subject to board oversight and customary

reserved matters. The reserved matters list shall be agreed and attached at signing, shall be limited to customary protective rights

for each party, and shall not prevent, delay or materially impair FSM's authority to direct the ordinary-course business and

operations of Bongo.

8. Shareholder Approval and Closing Conditions

Closing shall remain subject to the appropriate consents,

execution of definitive transaction documents, completion of confirmatory diligence, completion of the Audit (as defined below) and satisfaction

of customary closing conditions. "Audit" means an audit of Bongo's financial statements conducted by a PCAOB-registered independent

accounting firm, prepared in accordance with the requirements of Regulation S-X Rule 3-05 and sufficient to permit FSM to file the required

financial statements and pro forma information on Form 8-K/A within 71 days following closing. Closing shall further be conditioned on

receipt of FSM stockholder approval to the extent required under Nasdaq Rule 5635, and on the additional conditions set forth in Section

12.

9. Timeline

The parties shall use good faith efforts to execute

definitive agreements on or before August 15, 2026. Closing is targeted for September 15, 2026, subject to completion of the Audit and

satisfaction of closing conditions. The purchase price shall remain based upon the agreed valuation unless the audited financial results

deviate beyond the agreed materiality threshold. The materiality threshold and the corresponding price adjustment mechanism shall be quantified

and agreed at signing. If closing has not occurred on or before December 15, 2026 (the "Outside Date"), either party may terminate

the transaction on written notice without further liability, other than the expense reimbursement and, where applicable, the breakup fee

set forth in Section 10. FSM may not terminate at or after the Outside Date if closing has not occurred as a result of FSM's failure to

obtain financing, board or stockholder approval, or any other matter within FSM's control, unless FSM has paid the breakup fee.

10. Breakup Fee and Transaction Expenses

If, as of September 15, 2026 (the "Breakup Fee

Eligibility Date"), FSM is unable to consummate the transaction and satisfy the purchase price in full, Bongo may trigger a $500,000

breakup fee payable in cash, provided that if FSM's board of directors does not approve payment of the breakup fee in cash or FSM does

not then have cash available, the breakup fee shall be payable in freely transferable FSM shares of equivalent value. This right may be

exercised only if Bongo has completed the Audit by the Breakup Fee Eligibility Date and the Audit results remain within the agreed financial

parameters. If the Audit has not been completed by such date, the Breakup Fee Eligibility Date shall automatically extend until the business

day immediately following completion of the Audit, and in no event beyond the Outside Date.

No breakup fee shall be payable if the

transaction fails to close as a result of (i) Bongo's inability to complete the Audit within the agreed financial parameters, to be

further defined in the definitive agreements, or (ii) a Material Breach by Bongo. “Material Breach” means fraud,

intentional misrepresentation or a willful and material breach by Bongo of its obligations, as further defined in the definitive

agreements. For the avoidance of doubt, payment of the breakup fee shall not be conditioned on, or excused by, FSM’s ability

to obtain financing or any FSM board or stockholder approval.

FSM shall reimburse Bongo $85,000 of transaction expenses,

consisting of (i) $30,000 payable upon signing of this Term Sheet and (ii) the remaining $55,000 payable on September 15, 2026, provided

the Audit has been completed by such date. If the Audit has not been completed, the remaining balance shall become payable on the first

business day following completion of the Audit. The expense reimbursement shall be payable whether or not the transaction closes, except

where the transaction is terminated as a result of a breach by Bongo, and shall not exceed $85,000 in the aggregate.

11. Exclusivity

From the date of this Executive Summary until the earlier

of (i) 90 days and (ii) termination of discussions by written notice, Bongo and the Existing Stockholders shall not solicit, initiate,

encourage or engage in discussions with any third party regarding any sale of equity, sale of assets, merger, recapitalization or other

change of control transaction, and shall promptly notify FSM of any such approach. This Section is binding.

12. Indemnification and Escrow

The definitive agreements shall include customary representations,

warranties, covenants and indemnities. An amount equal to 5% of the total consideration shall be held in escrow for the full period of

twelve months following closing, with no interim reduction or step-down, to satisfy indemnification claims. Fundamental representations,

including title to shares, capitalization, authority and taxes, shall survive for the applicable statute of limitations. A special indemnity

shall apply to chain of title in Bongo's content and licensing rights. The parties shall evaluate representation and warranty insurance

as an alternative to, or in reduction of, the escrow.

13. Additional Closing Conditions

Closing shall be further conditioned on: (i) delivery

of reasonably satisfactory evidence of chain of title to all material content, broadcast and licensing rights held by Bongo, together

with any required consents to change of control under those agreements; (ii) execution of employment, retention and non-competition agreements

by the key founders and management; (iii) confirmation that no director, officer or affiliate of FSM or of IPG holds any direct or indirect

economic interest in Bongo, or, if any such interest exists, satisfaction of the disclosure and approval requirements applicable to related

party transactions; (iv) confirmation or restatement on arm's-length terms of any existing licensing or sublicensing arrangement between

Bongo and FSM or its affiliates; and (v) all regulatory, tax and stamp duty clearances required in Singapore in connection with the transfer

of shares.

14. Binding Provisions

Notwithstanding anything to the contrary

contained herein this Term Sheet, Section 10 (Breakup Fee and Transaction Expenses), the latter as it relates to the

“Transaction Expenses”, Sections 11 (Exclusivity) and 14 (Binding Provisions), are all intended to be legally binding.

Every other provision herein this Term Sheet shall remain non-binding and creates no obligation on either party to proceed with the

transaction.

15. Governing Law

This Term Sheet shall be governed by, and construed

in accordance with, the laws of the State of Delaware, without regard to its conflicts of law principles. This Section is binding.

AGREED AND ACCEPTED:

FLASH SPORTS & MEDIA HOLDINGS, INC.

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chief Executive Officer

Date:

7/31/2026

BONGO HOLDINGS PTE LTD

By:

/s/ Ahad Bhai

Name:

Ahad Bhai

Title:

Chief Executive Officer

Date:

8/3/2026

EX-99.1 — PRESS RELEASE DATED AUGUST 5, 2026

EX-99.1

Filename: ea030059901ex99-1.htm · Sequence: 3

Exhibit 99.1

Flash

(Nasdaq: FLZH) Signs Term Sheet for 51% of Bongo; Deal gives access to 300M Viewers, ~$10M Revenue, EBITDA Accretive

New York, NY, August 5th, 2026 — Flash

Sports & Media Holdings, Inc. (Nasdaq: FLZH) (“Flash Sports & Media,” “FSM” or the “Company”),

a vertically integrated sports, media and fan engagement platform, today announced that it has entered into a non-binding term sheet to

acquire a 51% controlling interest in Bongo Holdings Pte Ltd (“Bongo”), one of South Asia’s leading digital media, streaming

and content distribution platforms. This transaction would give FSM a controlling position and based on financial information provided

by Bongo management, the Company expects Bongo to contribute positive EBITDA following closing, before giving effect to transaction expenses,

purchase-accounting adjustments and financing costs.

Bongo has built one of South Asia’s largest

digital media ecosystems, combining a proprietary end-to-end streaming platform with a distribution network reaching more than 300 million

viewers and owned digital brands with over 73 million social media followers. Bongo distributes content through platforms including YouTube,

Facebook and TikTok and has advised the Company that it is delivering premium sports and entertainment content from globally recognized

brands including, Premium Football Leagues & Tournaments, MasterChef, Shark Tank, Eurovision and Family Feud, in addition to working

with major media companies such as Sony and among many others.

The proposed acquisition positions Flash Sports

& Media to own and operate a fully integrated sports and media ecosystem spanning premium sports rights, original content, live event

production, proprietary streaming technology, direct-to-consumer distribution, advertising inventory and fan engagement. Beyond adding

an established, revenue-generating digital platform, the transaction is expected to significantly accelerate Flash’s global expansion

strategy by providing immediate technology infrastructure, distribution scale and access to high-growth Asian markets.

Except for provisions relating to exclusivity, transaction-expense

reimbursement, governing law and the binding effect of those provisions, the Term Sheet is non-binding.

Strategic Rationale: Building a Vertically Integrated Global Sports

& Media Platform

Flash Sports & Media has assembled a portfolio of premium sports

rights, live event properties, production capabilities and fan engagement assets. The proposed Bongo acquisition adds the final layer

of the value chain by combining proprietary streaming technology, large-scale digital distribution and an established audience into a

single integrated platform capable of delivering and monetizing content directly with consumers worldwide.

The Company believes acquiring a controlling interest in Bongo creates

several significant strategic advantages:

Technology Infrastructure — Bongo’s proprietary

end-to-end streaming platform, purpose-built for mobile-first users and optimized for lower-bandwidth environments across emerging markets,

will provide the technology backbone for Flash’s global direct-to-consumer streaming strategy.

Distribution Network — Immediate access to a digital creator

ecosystem reaching more than 300 million viewers across South Asia and international diaspora markets provides Flash with a powerful distribution

network for content sourcing, original programming and future premium content.

Audience & Engagement — More than 73 million followers

across Bongo’s owned digital brands create an established audience for Flash’s sports properties while significantly expanding

opportunities for fan acquisition, engagement and cross-promotion.

Premium Content Relationships — Commercial relationships

with leading global content owners and entertainment brands, including Premium Football Leagues & Tournaments, MasterChef, Shark Tank,

Eurovision and Family Feud, provide meaningful opportunities to accelerate Flash’s content strategy and broaden its premium media

offering.

Sports & Cricket Ecosystem — Bongo’s deep experience

across Asian sports markets and established relationships throughout the regional cricket ecosystem are expected to strengthen Flash’s

ability to expand sports rights, develop premium programming and deepen fan engagement throughout one of the world’s fastest-growing

sports markets.

Streaming & Media Expansion — Bongo’s proprietary

streaming technology is expected to power Flash’s future streaming services, reducing development timelines while providing a scalable

infrastructure capable of supporting premium live sports, entertainment and original programming at a substantially lower operating cost.

Advertising & Monetization — The combination significantly

expands advertising inventory, subscription opportunities, audience analytics and data-driven monetization capabilities, strengthening

Flash’s recurring revenue model beyond event-driven revenues.

Content Strategy & Market Intelligence — Bongo’s

extensive experience in content acquisition, regional programming, audience behavior and digital media strategy provides Flash with valuable

expertise to support future content investments and expansion throughout Asia.

If completed, the acquisition is expected to significantly strengthen

Flash Sports & Media’s position as a vertically integrated global sports, media and technology company by combining premium

sports rights, proprietary streaming technology, large-scale digital distribution network, audience engagement and recurring media revenues

into a single scalable platform. “Bongo gives us the piece of the value chain we do not own today. We control live properties, we

control production, and we control activation — what we have not controlled is the pipe to the consumer. A 51% position in a streaming

platform already generating close to $10 million of revenue changes that. It lets us take our content directly to the audience that cares

most about it, keep the subscriber relationship, and build recurring revenue alongside our event-driven business. The proposed structure

includes a 60% cash and 40% equity consideration mix, limits share issuances absent stockholder approval and provides for up to an additional

$12 million management earnout tied to future revenue and EBITDA growth.”

— Bradley Nattrass, CEO, Flash Sports & Media Holdings, Inc.

“For more than a decade, Bongo has grown into one of South Asia’s

leading digital media ecosystems by combining proprietary streaming technology, premium global content partnerships and one of the region’s

largest digital audiences. Joining forces with Flash Sports & Media represents an exciting new chapter that brings together technology,

premium sports content, global distribution and world-class fan engagement. Together, we believe we can build one of the most compelling

sports and digital media platforms serving emerging markets and audiences worldwide.”

— Ahad Bhai, Founder, Bongo Holdings Pte Ltd

About Flash Sports & Media Holdings, Inc.

Flash Sports & Media Holdings, Inc. (Nasdaq: FLZH) is a vertically

integrated sports, media and fan engagement company focused on owning, producing, distributing and monetizing premium sports and entertainment

content. The Company operates across live sports rights, original content production, experiential marketing, digital fan engagement and

direct-to-consumer media platforms, leveraging proprietary intellectual property, strategic partnerships and technology to connect global

audiences with premium sports experiences.

Through its expanding portfolio of sports properties, media assets

and technology platforms, Flash Sports & Media is building a next-generation global sports ecosystem spanning content creation, production,

streaming, fan engagement and commercial monetization. https://flashsportsandmedia.com

About Bongo Holdings Pte Ltd

Bongo Holdings Pte Ltd is one of South Asia’s leading digital

media, technology and content distribution companies, operating a proprietary end-to-end streaming platform designed specifically for

mobile-first users and lower-bandwidth environments across emerging markets.

The Company has built one of the region’s largest digital media

ecosystems, generating close to US$10 million in annual revenue while reaching more than 300 million viewers through its owned platforms,

partner network and digital distribution channels. Bongo also operates one of South Asia’s largest branded social media portfolios

with more than 73 million followers across its owned digital brands.

Bongo’s proprietary technology platform delivers premium live

and on-demand video across mobile, web and connected devices and has been engineered to provide high-quality streaming performance in

markets where bandwidth efficiency and mobile accessibility are critical.

Beyond its technology platform, Bongo maintains strategic relationships

with leading global digital platforms including YouTube, Facebook and TikTok, enabling large-scale audience distribution, advertising

monetization and content discovery across multiple markets.

The Company’s premium content portfolio includes world’s

most recognized sports and entertainment brands, including Premium Football Leagues & Tournaments, MasterChef, Shark Tank, Eurovision

and Family Feud, alongside a broad catalogue of regional entertainment, sports and original programming.

Bongo’s combination of proprietary technology, premium content

partnerships, audience scale and regional market expertise positions it as a strategic platform for expanding digital media and streaming

services throughout South Asia and other high-growth emerging markets.

About Advisors

Thunder Rock Capital, LLC is acting as exclusive advisor to Flash Sports

& Media Holdings in connection with this transaction. Hovde Group, LLC is acting as exclusive financial advisor to Bongo in connection

with the proposed transaction. Flash Sports & Media Holdings is being advised by Whiteford, Taylor & Preston LLP as legal counsel

and Fattal Legal PLLC is serving as legal counsel to Bongo.

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, without

limitation, statements regarding the proposed acquisition by Flash Sports & Media Holdings, Inc. (the “Company”) of a

controlling interest in Bongo Holdings Pte Ltd (“Bongo”); the negotiation and execution of definitive agreements; the proposed

structure, consideration, financing, earnout and governance arrangements; the anticipated timing and completion of the proposed transaction;

the anticipated benefits, synergies and strategic effects of the proposed transaction; the integration of Bongo’s business, technology,

content, distribution capabilities and management; the future financial and operating performance of Bongo and the Company; the ability

to expand the Company’s audience, content offerings, streaming capabilities, advertising inventory and revenue opportunities; and

the Company’s ability to obtain financing, stockholder approval and other required approvals.

Forward-looking statements may be identified by

words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,”

“plan,” “potential,” “seek,” “should,” “will,” “would” and similar

expressions. These statements are based on the Company’s current expectations, estimates and assumptions and are subject to known

and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from

those expressed or implied by the forward-looking statements.

Such risks and uncertainties include, among others:

the non-binding nature of the term sheet and the possibility that the parties may not negotiate or execute definitive agreements; the

possibility that the terms of any definitive agreements may differ materially from those described in the term sheet or this press release;

the Company’s ability to obtain sufficient financing to fund the cash portion of the proposed consideration and any other cash payment

obligations; the completion of confirmatory due diligence and the audit of Bongo’s financial statements; the accuracy and completeness

of financial, operational, audience, content-rights and other information provided by Bongo; the receipt of required stockholder, regulatory,

tax, third-party and other approvals and consents; the satisfaction or waiver of closing conditions; the risk that the proposed transaction

may be delayed, restructured or not completed at all; the potential issuance of Company securities and resulting dilution to existing

stockholders; the possibility that anticipated benefits, synergies, cost savings, revenue opportunities and growth prospects may not be

realized or may take longer to realize than expected; risks associated with integrating Bongo’s operations, technology, personnel

and business relationships; the retention of key management and employees; risks relating to content ownership, licensing, distribution,

intellectual property and third-party platform relationships; competition in the sports, media, digital-content and streaming industries;

international, geopolitical, currency, tax and regulatory risks associated with operations in Singapore, South Asia and other markets;

the Company’s ability to maintain compliance with the continued listing requirements of The Nasdaq Stock Market LLC; and general

economic, market and industry conditions.

Financial and operating information regarding

Bongo included in this press release is unaudited, was provided by Bongo management and remains subject to completion of the required

audit and the Company’s due diligence. Audited results and other verified information may differ materially from the information

presented in this press release. Audience, follower, reach, market and industry data included in this press release are based on information

provided by Bongo or third-party sources believed to be reliable but have not been independently verified by the Company, and the Company

makes no representation as to their accuracy or completeness.

Additional information concerning risks and uncertainties

that could affect the Company’s business and financial results is included in the Company’s filings with the Securities and

Exchange Commission, including its most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports

filed with the SEC. Forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to

update or revise any forward-looking statement to reflect events or circumstances occurring after the date of this press release, except

as required by applicable law.

Source: Flash Sports & Media Holdings, Inc. (Nasdaq: FLZH)

Investor Relations Contact:

Investors@flashsm.com

Company Website:

https://flashsportsandmedia.com

https://flashsm.com

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