NightFood Holdings, Inc. (NGTF): M&A transaction — Nightfood Holdings acquires Hilton Garden Inn hotel for $42.3M in preferred stock

NightFood Holdings, Inc.

Acquired 100% of Treasure Mountain Holdings (Hilton Garden Inn, Rancho Mirage, CA); enterprise value $52.78M, purchase price $42.28M in 176,167 Series C Preferred shares.
Each Series C Preferred share converts into 6,000 common shares; implied valuation based on $0.04 common stock price.
Earnout of up to $4.8M (20,000 additional Series C Preferred shares) if five new guest rooms completed by Dec 31, 2027.
Working capital requirement of $100K cash; transaction closed Sept 30, 2025. Nightfood (NGTF) OTCQB-listed.
Series C Preferred is junior to Series B Preferred; Class A Preferred retains super-majority voting rights.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

NightFood Holdings, Inc. completed an acquisition involving Treasure Mountain Holdings, LLC, SBZ Industry Investment Inc., Xu Shunping, Xu Lian for $42,280,080 (closed 2025-09-30).

Action: acquisition
Counterparty: Treasure Mountain Holdings, LLC, SBZ Industry Investment Inc., Xu Shunping, Xu Lian
Consideration: $42,280,080
Closing: 2025-09-30

Exact text from the filing

Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure Mountain, an amount not exceeding $10,500,000, the purchase price was $42,280,080 and a potential earnout of up to an additional $4,800,000 (the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares

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5 m&a transactions filed in the last 30 days. Browse all m&a transactions →

NightFood Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-25-017045

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