NightFood Holdings, Inc. (NGTF): M&A transaction — Nightfood acquires 155-room Holiday Inn hotel for $31M in preferred stock

NightFood Holdings, Inc.

Acquired 100% of Victorville Treasure Holdings for $31M, paid with 216,667 Series C Convertible Preferred shares (each convertible into 6,000 common shares).
Sellers can earn up to additional 41,667 Series C shares if milestones met: gym buildout, 50 members, renovations, operating under Courtyard by Marriott for 30 days.
15% of exchange shares held in escrow for 18 months to cover indemnification claims.
Purchase price adjustable if 30-day VWAP of common stock below $0.02 per share at closing.
Closing on August 27, 2025; Victorville becomes wholly owned subsidiary.

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 Victorville Treasure Holdings, LLC for $31,000,000 (closed 2025-08-27).

Action: acquisition
Counterparty: Victorville Treasure Holdings, LLC
Consideration: $31,000,000
Closing: 2025-08-27

Exact text from the filing

On August 27, 2025, Nightfood Holdings, Inc. (“NGTF” or the “Company”), Victorville Treasure Holdings, LLC, a California limited liability company (“Victorville”), SBZ Investment Industry Inc., a California corporation, Nuo Wei Zhang, Siyuan Li and Jue Wang (each a “Seller” and, collectively the “Sellers”), entered into a share exchange agreement (the “Agreement”) whereby the Company will acquire Victorville from the Sellers. Pursuant to the terms of the Agreement, the Company purchased 100% of the issued and outstanding membership interests (the “Membership Interests”) of Victorville from the Sellers for a total purchase price of $31,000,000 (the “Purchase Price”)

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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 0001641172-25-026392

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