{"filing":{"accession_number":"0001213900-26-104324","cik":"0001706524","ticker":"UGRO","company_name":"Flash Sports \u0026 Media Holdings, Inc.","form":"8-K","filing_date":"2026-09-29","report_date":"2026-09-28","primary_document":"ea0306949-8k_flash.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1706524/000121390026104324/ea0306949-8k_flash.htm"},"events":[{"id":35617,"run_id":32814,"accession_number":"0001213900-26-104324","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Flash Sports \u0026 Media entered into a material definitive software development and technology services agreement with MindWave Innovations on September 28, 2026, for the design, development, and operation of FlashChain, a blockchain network for broadcasting rights and ticketing. The consideration includes $506,000 in common stock issuance and 20% of total FLASH TOKEN, representing a significant strategic commitment to blockchain infrastructure.","company_name":"Flash Sports \u0026 Media Holdings, Inc.","ticker":"UGRO","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":39733,"accession_number":"0001213900-26-104324","item_number":"1.01","item_title":"Entry into","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Flash Sports \u0026 Media entered into a material definitive software development and technology services agreement with MindWave Innovations on September 28, 2026, involving the design, development, and operation of FlashChain, a blockchain network. The consideration includes $506,000 in common stock issuance and 20% of total FLASH TOKEN issued, representing a significant strategic commitment to blockchain infrastructure for broadcasting rights and ticketing. While technically a service agreement rather than a traditional M\u0026A transaction, the magnitude, strategic importance, and long-term nature of the arrangement (with renewal provisions) make it a material commercial commitment that would affect investor assessment of the company's direction and capital allocation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T12:16:43.548011+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39734,"accession_number":"0001213900-26-104324","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities to MindWave under a 12-month software development and technology services agreement. The consideration includes \"FLZH common shares\" and a 20% allocation of FLASH TOKEN, issued in reliance on Section 4(a)(2) and Rule 506(b) exemptions. This is a dilutive private placement of equity securities by Flash Sports \u0026 Media to a counterparty in exchange for services, meeting the definition of dilutive_issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T12:16:43.548011+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39735,"accession_number":"0001213900-26-104324","item_number":"7.01","item_title":"Regulation","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Flash Sports \u0026 Media Holdings disclosed a 12-month software development and technology services agreement with MindWave Innovations to build and operate FlashChain, a blockchain infrastructure for digital ticketing and media assets. This is a material operational and strategic partnership involving development of core infrastructure for the company's streaming and ticketing business, but does not fit the specific categories of M\u0026A activity, debt issuance, or other named event types. The agreement involves equity consideration (FLZH common shares and FLASH TOKEN allocation) and establishes a significant technical relationship supporting the company's direct-to-consumer operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T12:16:43.548011+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39733,"accession_number":"0001213900-26-104324","item_number":"1.01","item_title":"Entry into","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Flash Sports \u0026 Media entered into a material definitive software development and technology services agreement with MindWave Innovations on September 28, 2026, involving the design, development, and operation of FlashChain, a blockchain network. The consideration includes $506,000 in common stock issuance and 20% of total FLASH TOKEN issued, representing a significant strategic commitment to blockchain infrastructure for broadcasting rights and ticketing. While technically a service agreement rather than a traditional M\u0026A transaction, the magnitude, strategic importance, and long-term nature of the arrangement (with renewal provisions) make it a material commercial commitment that would affect investor assessment of the company's direction and capital allocation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T12:16:43.548011+00:00","company_name":"Flash Sports \u0026 Media Holdings, Inc.","ticker":"UGRO","filing_date":"2026-09-29"},{"id":39734,"accession_number":"0001213900-26-104324","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities to MindWave under a 12-month software development and technology services agreement. The consideration includes \"FLZH common shares\" and a 20% allocation of FLASH TOKEN, issued in reliance on Section 4(a)(2) and Rule 506(b) exemptions. This is a dilutive private placement of equity securities by Flash Sports \u0026 Media to a counterparty in exchange for services, meeting the definition of dilutive_issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T12:16:43.548011+00:00","company_name":"Flash Sports \u0026 Media Holdings, Inc.","ticker":"UGRO","filing_date":"2026-09-29"},{"id":39735,"accession_number":"0001213900-26-104324","item_number":"7.01","item_title":"Regulation","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Flash Sports \u0026 Media Holdings disclosed a 12-month software development and technology services agreement with MindWave Innovations to build and operate FlashChain, a blockchain infrastructure for digital ticketing and media assets. This is a material operational and strategic partnership involving development of core infrastructure for the company's streaming and ticketing business, but does not fit the specific categories of M\u0026A activity, debt issuance, or other named event types. The agreement involves equity consideration (FLZH common shares and FLASH TOKEN allocation) and establishes a significant technical relationship supporting the company's direct-to-consumer operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T12:16:43.548011+00:00","company_name":"Flash Sports \u0026 Media Holdings, Inc.","ticker":"UGRO","filing_date":"2026-09-29"}]}