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Nightfood Closes First of 2 Strategic Hotel Acquisitions in $31M Deal for 155-Room Holiday Inn, Establishing AI Hospitality Automation Platform and Advancing SEC Audit Milestones

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Nightfood Holdings (OTCQB: NGTF) has completed the acquisition of a 155-room Holiday Inn property in Victorville, California for $31 million through a share exchange agreement. The deal, closed on August 27, 2025, marks the company's transformation into a hospitality technology company focused on AI-powered robotics.

The Victorville property will serve as Nightfood's first Robotics-as-a-Service (RaaS) innovation site, featuring initial automation solutions like Skytech's Laundry Helper robot. The company plans to expand robotics deployment across housekeeping, foodservice, and front-of-house operations. The acquisition terms include 216,667 shares of Series C Preferred Stock and a $5 million performance-based earnout.

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Positive

  • Strategic acquisition of a 155-room Holiday Inn property valued at $31 million
  • Implementation of AI-powered robotics platform to reduce labor costs and improve operational efficiency
  • Property serves as first RaaS innovation site for automation testing and deployment
  • Progress toward SEC audit milestones supporting future uplisting initiatives

Negative

  • Significant share dilution through issuance of 216,667 Series C Preferred Stock
  • Large capital commitment with $31 million purchase price
  • Execution risk in implementing new AI and robotics technology
  • Six-month lock-up period for Series C shares could impact liquidity

News Market Reaction – NGTF

+10.13%
+10.13% Session close to close

In the Sep 3 session, NGTF gained 10.13%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TARRYTOWN, N.Y., Sept. 03, 2025 (GLOBE NEWSWIRE) -- via IBN — Nightfood Holdings, Inc. (OTCQB: NGTF), a hospitality technology company redefining hotel operations through AI-powered robotics and strategic acquisitions, today announces it has officially closed the acquisition of Victorville Treasure Holdings, LLC, owner of a 155-room Holiday Inn property in Victorville, California.

The $31 million share exchange agreement (SEA), signed and closed as of Aug. 27, 2025, represents Nightfood’s first completed hotel acquisition, with a second property near completion and advancing through SEC audit milestones. Together, these acquisitions form the foundation of Nightfood’s AI-driven hospitality platform, positioning the Company at the forefront of automation in hotel operations.

Building the Smart Hotel Standard

The Victorville property is being established as Nightfood’s first Robotics-as-a-Service (RaaS) innovation site for automation deployment, testing, and operational benchmarking across hospitality brands. Initial solutions already installed include Skytech’s Laundry Helper robot, enhancing labor efficiency in back-of-house operations.

Future phases will expand robotics deployment across housekeeping, foodservice, and front-of-house functions, creating and validating a scalable “Smart Hotel” operating model.

“We’re building more than a portfolio—we’re creating the framework for how hotels can operate with AI,” said Jimmy Chan, CEO of Nightfood Holdings. “Victorville is our first automation blueprint. It’s where we test, learn, and set the bar for the next generation of smart hotel operations.”

Key Deal Terms

  • Total Purchase Price: $31 million, including $5 million in performance-based earnout consideration
  • Equity Consideration: 216,667 shares of NGTF Series C Preferred Stock, convertible into common shares
  • Transaction Structure: Tax-deferred reorganization under Section 368 of the IRS Code
  • Lock-Up: Six months for all Series C shares received by sellers

A Strategic Inflection Point

Nightfood’s vertically integrated model combines hotel ownership with proprietary robotics deployment, directly addressing rising labor costs and operational inefficiencies in the hospitality sector. These acquisitions are also tied to SEC audit milestones, supporting compliance and strengthening the Company’s foundation for future growth and uplisting initiatives.

“By embedding automation directly into our hotel operations, we’re doing what others only talk about,” added Chan. “Victorville is live today, giving us the platform to lead the AI transformation of hospitality—backed by real assets, real operations, and real technology.”

About Nightfood Holdings, Inc. (OTCQB: NGTF)

Nightfood Holdings, Inc. is an emerging robotics company focused on developing and deploying AI-powered automation across industries. Hospitality is the Company’s first sector of entry, where its Robotics-as-a-Service (RaaS) platform addresses heavy-duty, repetitive, dirty, and injury-prone tasks that are increasingly difficult to staff with human labor. Nightfood’s long-term vision is to expand into additional verticals requiring similar automation solutions, delivering scalable robotics that improve safety, efficiency, and reliability across multiple sectors.

As part of its vertically integrated model, Nightfood is also strengthening its balance sheet through ownership of asset-rich real estate, beginning with hotel acquisitions that double as live deployment sites for robotics testing and operational benchmarking. This combined strategy of robotics innovation and real estate growth positions NGTF to capture market share in the rapidly expanding global service robotics industry, projected to exceed $170 billion by 2030.

Forward-Looking Statements

This press release contains forward-looking statements regarding future events and Nightfood Holdings’ expected performance. These statements are subject to risks and uncertainties, and actual results may differ materially from expectations. Investors are encouraged to review the Company’s SEC filings for additional information.

Investor & Media Contacts

Investor Relations
Nightfood Holdings, Inc.
Email: ir@nightfoodholdings.com

Media Relations
Nightfood Holdings, Inc.
Email: media@nightfoodholdings.com | Phone: (866) 261-7778

Corporate Communications
IBN | Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office | Editor@InvestorBrandNetwork.com


FAQ

What is the value of Nightfood's Holiday Inn acquisition in Victorville?

Nightfood acquired the 155-room Holiday Inn property for $31 million, including a $5 million performance-based earnout consideration.

How is NGTF implementing AI automation in the Victorville Holiday Inn?

NGTF is using the property as a Robotics-as-a-Service (RaaS) innovation site, starting with Skytech's Laundry Helper robot and planning to expand automation across housekeeping, foodservice, and front-of-house operations.

What are the key terms of NGTF's Victorville hotel acquisition?

The deal includes 216,667 shares of Series C Preferred Stock, convertible into common shares, with a six-month lock-up period and is structured as a tax-deferred reorganization under Section 368 of the IRS Code.

How does the Victorville acquisition fit into NGTF's business strategy?

The acquisition establishes NGTF's first automation blueprint site for testing and implementing AI-powered robotics in hotel operations, supporting their vision of creating a scalable 'Smart Hotel' operating model.

What are NGTF's plans for future hotel acquisitions?

NGTF has indicated a second property acquisition is near completion and advancing through SEC audit milestones, forming part of their AI-driven hospitality platform strategy.