Flash Sports & Media Holdings, Inc. (FLZH) News & EventsFLZHFlash Sports & Media Holdings, Inc.

Stock Futures Mostly Unchanged as Oil Prices Fluctuate

Stock futures were mostly unchanged after the major averages had a broadly higher day to close out the second quarter as traders continue to monitor oil prices amid tensions in the Middle East. Despite geopolitical tensions, an oil-price shock earlier in the quarter, and persistent inflation concerns, the major indexes still notched one of their strongest quarterly performances in years.Check out this evening's top movers from around Wall Street, compiled by The Fly.HIGHER AFTER EARNINGS -Constellation Brandsup 3.9%ALSO HIGHER -Bloom Energyup 9.9% after announcing it will expand its AI infrastructure partnership with Brookfieldto $25B from $5BAllison Transmissionup 2.9% after being named to join the S&P MidCap 400DOWN AFTER EARNINGS -Nikedown 1.5%ALSO LOWER -Inlifdown 45% after announcing a 1-for-200 share combinationFlash Sports and Mediadown 7.9% after filing to sell 62.67M shares of common stock for holders

Flash Sports to Acquire 51% Stake in Nooa Holdings

Flash Sports & Media announced that it has entered into a confidential, non-binding letter of intent to acquire a 51% controlling interest in the assets of Nooa Holdings, a Dubai-based hospitality group whose hotel operations and other verticals generate approximately $35M in annual revenue. The company intends to complete the proposed acquisition through Nooa Corp, 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. Under the terms outlined in the Letter of Intent, Flash would pay a purchase price of $51M 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. Nooa Holdings 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.