Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 19, 2026, Flash Sports & Media Holdings, Inc. (the "Company") received a Staff Determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") regarding its actions after it completed its reverse merger on February 17, 2025. On February 24, 2026, Nasdaq Staff determined that the transaction constituted a business combination resulting in a "Change of Control" under Nasdaq Listing Rule 5110(a). In connection with that determination, the Company was required to complete Nasdaq's initial listing application process prior to consummation of the transaction by removing the 19.9% conversion cap from the Series B Non-Voting Convertible Preferred Stock. On June 12, 2026, the Company's stockholders approved the removal of the 19.9% conversion cap. On June 23, 2026, the Company announced the conversion of the Series B Convertible Non-Voting Preferred Stock into 53,539,119 shares of the Company's common stock. Nasdaq Staff's determination states that the initial listing application process had not been completed prior to the stockholder approval and conversion of the Series B Convertible Non-Voting Preferred Stock, and, on that basis, determined that the Company's securities are subject to immediate suspension. The Company understands that the Staff Determination concerns the timing and sequencing of the initial listing application process in connection with the transaction and does not reflect any substantive deficiency with the Company or its business.

The Company intends to timely request a hearing before a Nasdaq Hearings Panel (the "Panel"), pursuant to the Nasdaq Listing Rule 5800 Series, and further request reinstatement on Nasdaq. Nasdaq stated that trading of the Company's common stock will be suspended at the opening of business on August 26, 2026.

The Company intends to submit its hearing request no later than 4:00 p.m. Eastern Time on August 26, 2026, consistent with the deadline specified in the Staff Determination. Although there can be no assurance that the Panel will grant the Company's request for reinstatement, the Company believes in its position and intends to pursue the hearing diligently and constructively.

If the Panel does not grant the Company's request for continued listing, or if the Company's securities are otherwise ultimately delisted, the liquidity and market price of the Company's common stock could be adversely affected. The Company is focused on presenting its position to the Panel and taking all necessary steps to be successful in the hearing.