Flash Sports & Media (FLZH) announced that it has signed a non-binding letter of intent (LOI) to acquire 51% of the assets of Nooa Holdings, a Dubai-based hospitality group. Under the agreement, it plans to pay a total of $51 million for the controlling stake.
This acquisition will be carried out through Nooa Corp, a newly established subsidiary, according to a statement from the company. Nooa Holdings’ hotel operations and other business segments are reported to generate approximately $35 million in annual revenue.
Under the terms of the letter of intent, the $51 million purchase price will be paid entirely with Series A preferred shares to be issued by Flash Sports & Media. As a result of this structure, there will be no cash outflow in the transaction, and no common shares will be issued at closing. The preferred shares in question will carry voting rights and may be converted into Flash’s common shares 365 days after closing or during a planned spin-off process.
The agreement includes a potential spin-off plan that could involve the future public offering of Nooa Corp (NOAC) as a separate company. However, the parties noted that this process is contingent on market conditions, financing, and regulatory approvals.
Letter of intent does not guarantee the acquisition by Flash Sports & Media will go through
Although the parties stated they would use “best efforts” to complete the transaction within 60 days, there is no guarantee that final agreements will be signed or that the transaction will be completed. The process will be subject to due diligence, financing, board and shareholder approvals, and regulatory clearances. As such, approvals will be required from relevant authorities, including the U.S. Securities and Exchange Commission.
Amit Kumar Basnet serves as the chairman of Nooa Holdings, and the company is headquartered in the Dubai International Financial Center. Upon completion of the acquisition, Nooa’s hotel operations are expected to form the foundation of Flash Sports & Media’s hospitality and player entertainment platform.
