{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-017045","form_type":"8-K","ticker":"NGTF","cik":"0001593001","company_name":"NightFood Holdings, Inc.","filed_at":"2025-10-06T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.858400+00:00","generated_at":"2026-05-17T04:35:09.118285+00:00","sec_items":["1.01","2.01","3.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Nightfood Holdings acquires Hilton Garden Inn hotel for $42.3M in preferred stock","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-017045","json":"https://secwatch.observer/filing/0001493152-25-017045.json","markdown":"https://secwatch.observer/filing/0001493152-25-017045.md","text":"https://secwatch.observer/filing/0001493152-25-017045.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/0001493152-25-017045-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:35:09.118285+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":"063a097a3ca8c26f445d035c1227a9b354b2255c","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/0001493152-25-017045-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure\nMountain, 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\n(the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/0001493152-25-017045-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure\nMountain, 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\n(the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/0001493152-25-017045-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure\nMountain, 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\n(the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/0001493152-25-017045-index.htm","comparable_excerpt":"Mr. Owens, Ms. Owens and JAO, the “Sellers”),\nand Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration\nfor the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class\nA Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001493152-26-021767","ticker":"SHPH","company_name":"Shuttle Pharmaceuticals Holdings, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021767","json":"https://secwatch.observer/filing/0001493152-26-021767.json","markdown":"https://secwatch.observer/filing/0001493152-26-021767.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure\nMountain, 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\n(the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/0001493152-25-017045-index.htm","comparable_excerpt":"On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm"}},{"accession":"0001493152-26-021330","ticker":"CHRN","company_name":"EKSO BIONICS HOLDINGS, INC.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","3.02","3.03","4.01","5.01","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021330","json":"https://secwatch.observer/filing/0001493152-26-021330.json","markdown":"https://secwatch.observer/filing/0001493152-26-021330.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/form8-ka.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure\nMountain, 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\n(the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/0001493152-25-017045-index.htm","comparable_excerpt":"On May 5, 2026 (the “Closing Date”), Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso” or the “Company”), consummated the previously announced business combination transaction (the “Business Combination”) contemplated by that certain Contribution and Exchange Agreement","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm"}},{"accession":"0001140361-26-018716","ticker":"GYRE","company_name":"GYRE THERAPEUTICS, INC.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Gyre Therapeutics completes $300M all-stock acquisition of Cullgen; appoints Ying Luo as CEO","event_type":"m_and_a","sec_items":["2.01","5.03","1.01","3.02","3.03","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-018716","json":"https://secwatch.observer/filing/0001140361-26-018716.json","markdown":"https://secwatch.observer/filing/0001140361-26-018716.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/ef20072211_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure\nMountain, 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\n(the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/0001493152-25-017045-index.htm","comparable_excerpt":"Revenue Code of 1986, as\n amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at\n approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm"}},{"accession":"0001731122-26-000653","ticker":"LNAI","company_name":"Lunai Bioworks Inc.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Lunai Bioworks completes merger to acquire CNS patent portfolio; issues $20M Series B Preferred Stock","event_type":"m_and_a","sec_items":["1.01","2.01","9.01","3.01","3.02","3.03","5.03"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001731122-26-000653","json":"https://secwatch.observer/filing/0001731122-26-000653.json","markdown":"https://secwatch.observer/filing/0001731122-26-000653.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/e7595_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure\nMountain, 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\n(the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/0001493152-25-017045-index.htm","comparable_excerpt":"nto an Agreement and Plan of Merger (the “Merger Agreement”) with Neurobridge IP Holdings Incorporated, a Delaware corporation\n(“Holdings”), Lunai Bioworks IP, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm"}},{"accession":"0001193125-26-197835","ticker":"BKKT","company_name":"Bakkt, Inc.","filed_at":"2026-04-30T23:59:59+00:00","headline":"Bakkt completes acquisition of DTR; issues ~11.3M shares to sellers including CEO","event_type":"m_and_a","sec_items":["2.01","1.01","3.02","5.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-197835","json":"https://secwatch.observer/filing/0001193125-26-197835.json","markdown":"https://secwatch.observer/filing/0001193125-26-197835.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/0001193125-26-197835-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/d233784d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Treasure Mountain’s enterprise value to be of $52,780,080, based on the outstanding debt of Treasure\nMountain, 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\n(the “Purchase Price”). The Purchase Price for the Membership Interests was satisfied by the issuance of 176,167 shares","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1593001/000149315225017045/0001493152-25-017045-index.htm","comparable_excerpt":"Purchase Agreement) for purposes of consummating the acquisition of DTR at Closing. At the closing of the acquisition of DTR (the “Closing”), the Company issued an aggregate of 11,316,775 shares (such shares, the “Consideration Shares”) of its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), comprised of (A) 31.5% of (i) the aggregate","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/0001193125-26-197835-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}