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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): September 30, 2025
NIGHTFOOD
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
000-55406 |
|
46-3885019 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
13501
South Main Street
Los
Angeles, CA 90016
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (866) 291-7778
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Not
applicable |
|
Not
applicable |
|
Not
applicable |
EXPLANATORY
NOTE
On October 6, 2025, Nightfood
Holdings, Inc., a Nevada corporation (the “Company”), filed a Current Report on Form 8-K to report the completion of its acquisition
of Treasure Mountain Holdings, LLC, a California limited liability company d/b/a Hilton Garden Inn (“Treasure Mountain”).
This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed by the Company on October 6, 2025,
solely to include the financial information described in Item 9.01 below that was previously omitted in accordance with Item 9.01(a) and
Item 9.01(b) of Form 8-K.
Item
9.01 Financial Statements and Exhibits.
The
Audited Financial Statements and accompanying notes of Treasure Mountain for year ended December 31,2024 and the year ended December
31, 2023, are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
The
Unaudited Financial Statements and accompanying notes of Treasure Mountain Holdings for the nine months ended September 30, 2025, and
for the nine months ended September 30, 2024 are filed herewith as Exhibit 99.2 and are incorporated herein by reference.
The
Unaudited Pro Forma Condensed Combined Financial Statements and accompanying notes of Treasure Mountain Holdings for the year ended June
30, 2025 and for the three months ended September 30, 2025 are filed herewith as Exhibit 99.3 and are incorporated herein by reference.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Audited
Financial Statements of Treasure Mountain Holdings, LLC DBA Hilton Garden Inn Rancho Mirage for year ended December 31, 2024, and
the year ended December 31, 2023. |
| 99.2 |
|
Unaudited Financial Statements of Treasure Mountain Holdings, LLC DBA Hilton Garden Inn Rancho Mirage for the nine months ended September 30, 2025, and for the nine months ended September 30, 2024. |
| 99.3 |
|
Unaudited Pro Forma Condensed Combined Financial Statements of Treasure Mountain Holdings, LLC DBA Hilton Garden Inn Rancho Mirage for the year ended June 30, 2025 and for the three months ended September 30, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| *
The schedules and exhibits to the Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
January 16, 2026
| |
NIGHTFOOD
HOLDINGS, INC. |
| |
|
| |
By: |
/s/
JIMMY CHAN |
| |
Name: |
Jimmy
Chan |
| |
Title: |
Chief
Executive Officer |
