- **Nightfood Holdings, Inc.** (OTCQB: NGTF), doing business as TechForce Robotics, announced the successful closing of its **fifth acquisition** in under two years.  **[1593001_9cb084a0903e44d3b2909422412f2ca1_0]** 
- The company acquired Treasure Mountain Holdings, LLC, owner and operator of the **120-room Hilton Garden Inn Rancho Mirage, California**, for approximately **$52.8 million**.  **[1593001_9cb084a0903e44d3b2909422412f2ca1_0]** 
- The transaction officially closed on **September 30, 2025**, with Nightfood issuing **176,167 shares of Series C Preferred Stock**, each convertible into **6,000 shares of common stock**, to the sellers.  **[1593001_9cb084a0903e44d3b2909422412f2ca1_0]** 
- This acquisition is a strategic step to enhance the company's balance sheet with asset-backed real estate holdings and to create a live testbed for its **Robotics-as-a-Service (RaaS)** technology, supporting its evolution into an AI-powered robotics company.  **[1593001_9cb084a0903e44d3b2909422412f2ca1_0]** **[1593001_9cb084a0903e44d3b2909422412f2ca1_1]**

Nightfood Holdings Completes $52.8 Million Hilton Garden Inn Rancho Mirage Acquisition

- Nightfood Holdings, Inc. (**NGTF**) completed the acquisition of **100%** of the membership interests of Treasure Mountain Holdings, LLC, which operates a Hilton Garden Inn, on **September 30, 2025**.  **[1593001_0001493152-25-017045_form8-k.htm:2]** 
- The total enterprise value for Treasure Mountain Holdings, LLC was determined to be **$52,780,080**, with a purchase price of **$42,280,080**.  **[1593001_0001493152-25-017045_form8-k.htm:2]** 
- The purchase price was satisfied by the issuance of **176,167 shares of Series C Convertible Preferred Stock**, with each share convertible into **6,000 shares of NGTF's common stock**.  **[1593001_0001493152-25-017045_ex2-1.htm:1]** **[1593001_0001493152-25-017045_form8-k.htm:2]** 
- An additional earnout of up to **20,000 shares of Series C Convertible Preferred Stock** is possible if certain milestones, including the completion of five new guest rooms, are met by **December 31, 2027**.  **[1593001_0001493152-25-017045_ex2-1.htm:1]** **[1593001_0001493152-25-017045_form8-k.htm:2]** 
- The transaction's implied value was based on **NGTF's common stock closing price of $0.04 per share** as of the agreement date.  **[1593001_0001493152-25-017045_ex2-1.htm:1]**

NightFood Holdings (NGTF)