Note 1 — Description of Business

Description of Business

Flash Sports & Media Holdings, Inc. (formerly urban-gro, Inc.) (the “Company” or “FLZH”) is a Delaware corporation listed on the Nasdaq Capital Market under the ticker symbol FLZH. On June 12, 2026, at a special meeting of stockholders (the “Special Meeting”), the Company’s stockholders approved a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to change the Company’s corporate name from “urban-gro, Inc.” to “Flash Sports & Media Holdings, Inc.” (the “Corporate Name Change”). The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on June 12, 2026, and the Corporate Name Change became effective on that date. On February 17, 2026, the Company completed its merger (the “Merger”) with Flash Sports & Media, Inc. (“Flash”), pursuant to the Agreement and Plan of Merger dated February 17, 2026. As a result of the Merger, Flash became a wholly-owned subsidiary of the Company. Concurrently, Flash holds a 51% membership interest in Innovative Production Group FZ, LLC (“IPG”), a Dubai Free Zone entity, pursuant to a Membership Interest Purchase Agreement dated July 27, 2025, as amended and made effective February 17, 2026.

Following the Merger, the Company’s continuing operations consist of the sports, media, and experiential marketing activities of Flash and IPG, including the production and commercialization of the Lanka Premier League (“LPL”), a T20 cricket franchise league. IPG is the exclusive Event Rights Partner for the LPL pursuant to a Master Event Rights Agreement with Sri Lanka Cricket dated October 14, 2020.

The Company’s legacy-controlled environment agriculture (“CEA”) operations, comprising its equipment systems and construction design-build businesses, have been classified as discontinued operations as of the Merger closing date. The Company no longer conducts any equipment reselling, construction, or other CEA-sector activities, and does not intend to resume them. See Note 6 — Discontinued Operations.

Concentration of Risk

The Company’s continuing operations are concentrated in the production and commercialization of cricket leagues, principally the Lanka Premier League. IPG’s exclusive Event Rights for the LPL are pursuant to the Master Event Rights Agreement with Sri Lanka Cricket dated October 14, 2020. Sri Lanka Cricket is the Company’s most significant commercial counterparty for the post-Merger business. Loss of these rights, non-renewal of the agreement, or any disruption in the LPL season would have a material adverse effect on our business and financial condition.

IPG operates in the United Arab Emirates and conducts business principally in Sri Lanka and other South Asian and emerging markets. The Company is exposed to foreign currency risk principally in the UAE Dirham (which is pegged to the U.S. Dollar) and the Sri Lankan Rupee. The Company does not currently hedge foreign currency exposure.