{"url_path":"/sec/ugro/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1706524/0001213900-26-059249-index.html","accession_number":"0001213900-26-059249","cik":"0001706524","ticker":"UGRO","issuer_name":"Flash Sports & Media Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1706524/0001213900-26-059249-index.html","primary_entity_key":"0001706524","primary_entity_name":"urban-gro, Inc."},"word_count":630,"has_tables":true,"body_markdown":"**ITEM 1A. RISK FACTORS**\n\n \n\nOur Annual Report on Form 10-K for the fiscal year ended December\n31, 2025 includes a discussion of certain risk factors. There have been no material changes to those risk factors, except as set forth\nbelow in connection with the Merger:\n\n \n\n**Risks Related to the Flash Merger and IPG Operations**\n\n \n\n●**Integration risk:**The integration of Flash and IPG into\nour operations is complex and subject to significant risks. Failure to successfully integrate\ncould materially harm our business, financial condition, and results of operations.\n\n \n\n●**Dependence on the Lanka Premier League:**A substantial\nportion of our identifiable intangible assets and projected revenue is attributable to IPG’s\nexclusive Event Rights for the Lanka Premier League under the Master Event Rights Agreement\nwith Sri Lanka Cricket. Loss of these rights, non-renewal of the agreement, or any disruption\nin the LPL season would have a material adverse effect on our business and financial condition.\n\n \n\n●**Counterparty risk — Sri Lanka Cricket:**Our most\nsignificant commercial relationship is with Sri Lanka Cricket, the governing body of cricket\nin Sri Lanka. Any change in Sri Lanka Cricket’s leadership, regulatory status, financial\ncondition, or willingness to perform under our agreement could materially impact our business.\n\n \n\n●**Seasonality and revenue concentration:**The LPL season\nis held over approximately three to four weeks per calendar year, resulting in significant\nseasonality in IPG’s revenues. A substantial portion of our annual revenue is recognized\nduring a single quarter, and operational disruptions during the season could disproportionately\nimpact our annual results.\n\n \n\n●**Foreign currency risk:**IPG operates in the United Arab\nEmirates and Sri Lanka. We are exposed to fluctuations in the U.S. Dollar relative to the\nUAE Dirham and the Sri Lankan Rupee. We do not currently hedge foreign currency exposure.\n\n \n\n●**Sri Lanka country risk:**Sri Lanka has experienced periods\nof significant economic and political instability. Adverse economic, political, or regulatory\ndevelopments in Sri Lanka could disrupt the LPL or our broader cricket operations.\n\n \n\n●**Dubai Free Zone regulatory environment:**IPG operates\nas a Free Zone entity in the United Arab Emirates. Changes in Free Zone regulations, tax\ntreatment, or licensing requirements could affect IPG’s ability to operate or repatriate\ncapital.\n\n \n\n●**Tax risk and lack of dedicated tax advisor:**We have not\nengaged a dedicated tax advisor for the IPG acquisition. The acquisition is intended to be\ntreated as an asset purchase for U.S. federal income tax purposes under IRC §1001, with\na related IRC §754 election. Failure to make required elections or properly characterize\nthe transaction could result in adverse tax consequences.\n\n \n\n●**Foreign operations:**IPG’s operations are conducted\nprincipally in Sri Lanka, the United Arab Emirates, and other international jurisdictions,\nexposing us to risks related to foreign currency fluctuations, regulatory changes, geopolitical\ninstability, and tax controversies.\n\n \n\n●**Contingent earn-out:**The IPG sellers may earn up to $24,000,000\nin additional consideration over three years, which would dilute our existing common stockholders.\n\n \n\n●**Series B Preferred Stock conversion:**Upon stockholder\napproval, our Series B Preferred Stock will convert into approximately 54.6 million additional\nshares of common stock, representing approximately 90% of our post-conversion outstanding\ncommon stock and substantially diluting our existing common stockholders.\n\n** **\n\n32 \n\n \n\n** **\n\n**Risks Related to Going Concern and Liquidity**\n\n \n\n●**Going concern:**Substantial doubt exists about our ability\nto continue as a going concern. If we are unable to raise additional capital or generate\nsufficient revenue, we may be forced to curtail or cease operations.\n\n \n\n●**Reliance on dilutive financing:**We have funded our operations\nthrough highly dilutive equity and convertible debt financings, including the AHP Note (variable\nconversion price), the Hudson Global ELOC, and Section 3(a)(10) settlement share issuances.\nContinued reliance on such financings could result in substantial additional dilution.\n\n \n\n●**Nasdaq listing:**We have previously been deficient with\nNasdaq listing standards, including the minimum bid price requirement. While we regained\ncompliance on March 9, 2026, there can be no assurance that we will maintain compliance in\nthe future."}