{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-007066","form_type":"8-K","ticker":"NGTF","cik":"0001593001","company_name":"NightFood Holdings, Inc.","filed_at":"2024-01-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:24.740639+00:00","generated_at":"2026-06-06T16:34:41.506716+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"medium","headline":"Nightfood acquires FHVH via share exchange; CEO Sean Folkson to resign","bullets":["NGTF to acquire FHVH through share exchange; FHVH becomes wholly-owned subsidiary.","FHVH shareholder receives all NGTF Series A Preferred and 13,333 Series C Preferred (convertible to 6,000 common each at $0.025).","Closing conditions: Sean Folkson resigns as CEO, continues as President of Nightfood Inc. through Dec 2024; Lei Sonny Wang appointed CEO and director.","Series A Preferred currently pledged to Mast Hill Fund; consent obtained."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-007066","json":"https://secwatch.observer/filing/0001213900-24-007066.json","markdown":"https://secwatch.observer/filing/0001213900-24-007066.md","text":"https://secwatch.observer/filing/0001213900-24-007066.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1593001/000121390024007066/0001213900-24-007066-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1593001/000121390024007066/ea192227-8k_nightfood.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T16:34:41.506716+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a47a91a2ca7d7162ff350dd121509859c6494d7a","claim":"NightFood Holdings, Inc. entered into Exchange Agreement with Future Hospitality Ventures Holdings Inc., Sean Folkson, Lei Sonny Wang (effective 2024-01-22).","evidence_excerpt":"On January 22, 2024, Nightfood Holdings, Inc. (\"NGTF\"), Future Hospitality Ventures Holdings Inc., a Nevada corporation, and its subsidiaries (\"FHVH\"), Sean Folkson as the holder of all issued and outstanding Series A Preferred Stock of NGTF (the \"NGTF Series A Shareholder\") and Lei Sonny Wang, the sole shareholder of FHVH (the \"FHVH Shareholder\") entered into a share exchange agreement (the \"Exchange Agreement\") whereby NGTF has agreed to acquire FHVH through a share exchange (the \"Exchange\") whereby FHVH will become a wholly-owned subsidiary of NGTF.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000121390024007066/0001213900-24-007066-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Future Hospitality Ventures Holdings Inc., Sean Folkson, Lei Sonny Wang"},{"label":"Effective","value":"2024-01-22"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}