[SCHEDULE 13G] NightFood Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

NightFood Holdings, Inc. (NGTF)EAGLE EQUITIES LLC. Eagle reports beneficial ownership of 12,549,000 shares of NightFood common stock, representing 7.96% of the outstanding class. Eagle, a Nevada limited liability company, reports sole voting and sole dispositive power over all of these shares, with no shared voting or dispositive authority. The holder states that the shares were not acquired and are not held for the purpose of changing or influencing control of NightFood, indicating a passive investment approach under the Schedule 13G framework.

11/18/2025 - 02:53 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NightFood Holdings, Inc.

(Name of Issuer)

Common

(Title of Class of Securities)

65412F101

(CUSIP Number)

11/11/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 65412F101

1

Names of Reporting Persons

EAGLE EQUITIES LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 12,549,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,549,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,549,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.96 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NightFood Holdings, Inc.
(b)	Address of issuer's principal executive offices: 500 White Planes Road, Suite 520, Tarrytown, NY, 10591
Item 2.
(a)	Name of person filing: EAGLE EQUITIES LLC
(b)	Address or principal business office or, if none, residence: 390 Whalley Ave. New Haven, CT 06511
(c)	Citizenship: Nevada LLC
(d)	Title of class of securities: Common
(e)	CUSIP No.: 65412F101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 12,549,000
(b)	Percent of class: 7.96 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 12,549,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 12,549,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EAGLE EQUITIES LLC

Signature:	/s/ Yakov D Borenstein
Name/Title:	Member
Date:	11/17/2025

FAQ

What percentage of NightFood Holdings (NGTF) does Eagle Equities own?

EAGLE EQUITIES LLC reports beneficial ownership of 7.96% of NightFood Holdings, Inc.'s common stock, based on 12,549,000 shares.

How many NightFood (NGTF) shares does Eagle Equities beneficially own?

EAGLE EQUITIES LLC reports beneficial ownership of 12,549,000 shares of NightFood Holdings, Inc. common stock.

Does Eagle Equities control voting for its NightFood (NGTF) shares?

EAGLE EQUITIES LLC reports sole voting power and sole dispositive power over all 12,549,000 NightFood shares, with no shared power.

Is Eagle Equities filing as a passive investor in NightFood (NGTF)?

The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of NightFood, indicating a passive investment intent.

What type of entity is Eagle Equities in the NightFood (NGTF) Schedule 13G?

EAGLE EQUITIES LLC is described as a Nevada limited liability company and is classified as type "OO" (other) as a reporting person.

When did Eagle Equities ownership in NightFood (NGTF) trigger this disclosure?

The reported Date of Event requiring the Schedule 13G is 11/11/2025.