Flash Sports & Media Announces Term Sheet to Acquire 51% of Bongo

What Happened Flash Sports & Media Holdings, Inc. (FLZH) announced on Aug 5, 2026 that it entered a term sheet dated Aug 3, 2026 to acquire a 51% controlling interest in Singapore-based Bongo Holdings Pte Ltd. The proposed deal values Bongo at a $35.0 million pre‑money equity valuation and contemplates approximately $25.7 million of aggregate closing consideration (about $15.4M primary investment and $10.3M secondary payments).

Key Details

• Transaction size & mix: ~$25.7 million total consideration — ~60% cash and ~40% FLZH equity, subject to adjustment for Bongo’s cash and debt at closing.
• Earnout: Up to $12.0 million payable over three years to certain Bongo managers if revenue and EBITDA targets are met; payable in cash, warrants, or a mix.
• Control & governance: FLZH would have operational control after closing and the right to appoint 3 of 5 Bongo board members.
• Conditions & timing: Term sheet is largely non‑binding; closing depends on definitive agreements, due diligence, a PCAOB audit of Bongo, FLZH financing, required approvals, and other customary conditions. Parties aim to sign definitive agreements by Aug 15, 2026 with a target close of Sept 15, 2026.
• Equity issuance limit: FLZH stock issuance in the deal is limited to 19.99% of outstanding common stock unless stockholder approval is obtained; any excess would be paid in cash.

Why It Matters This term sheet signals a potential material acquisition for FLZH that would give the company operational control of Bongo and could meaningfully change FLZH’s asset base and ownership structure. Important investor considerations from the filing include the mixed cash/equity purchase price (possible dilution), the 19.99% cap on stock issuance (may require a shareholder vote), the contingent earnout of up to $12M, and that the agreement remains non‑binding until definitive documents, audits, financing and approvals are completed. Retail investors should note the multiple closing conditions and timing targets — there is no assurance the transaction will be completed as described.