NGTF 8-K
NightFood Holdings, Inc. (NGTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
Item 8.01 Other Events.
On June 25, 2026, Nightfood Holdings, Inc. (“Nightfood”), entered into a non-binding Letter of Intent (the “LOI”) with the shareholders of Jiun Jiang Enterprise Co., Ltd. (“JJ Enterprise”), a Taiwan-based company, setting forth the principal terms under which the parties intend to negotiate and enter into one or more definitive agreements (the “Definitive Agreements”) pursuant to which Nightfood would acquire fifty-one percent (51%) of the issued and outstanding equity interests of JJ Enterprise (the “Transaction”).
The Transaction is contemplated as a share exchange in which Nightfood would acquire 51% of the issued and outstanding equity interests of JJ Enterprise, and JJ Enterprise would become a majority-owned operating subsidiary of Nightfood. The consideration for the Transaction consists solely of shares of Nightfood common stock, with final terms to be set forth in Definitive Agreements. The closing of the Transaction is subject to certain closing conditions. There is no guarantee that Nightfood will enter into the Definitive Agreements on the terms described herein or at all, or that the Transaction will be consummated as described herein or at all.
Item 7.01 Regulation FD Disclosure
On June 25, 2026, the Company issued a press release disclosing the signing of the LOI..
A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 10.1 | Non-Binding Letter of Intent, dated June 22, 2026, by and among Nightfood Holdings, Inc. and the shareholders of Jiun Jiang Enterprise Co., Ltd. | |
| 99.1 | Press Release date June 25, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
Date: June 25, 2026
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
NON-BINDING LETTER OF INTENT
FOR SHARE EXCHANGE ACQUISITION OF JIUN JIANG ENTERPRISE CO., LTD.
This Non-Binding Letter of Intent (“LOI”) is entered into as of June 22, 2026 (the “Effective Date”), by and among Nightfood Holdings, Inc., a Nevada corporation (“Nightfood” or the “Purchaser”), Jiun Jiang Enterprise Co., Ltd., a company organized under the laws of the Republic of China (“R.O.C.”) (“JJ Enterprise” or the “Company”), and the shareholders of JJ Enterprise listed on Schedule A attached hereto (collectively, the “Shareholders”). Nightfood, JJ Enterprise, and the Shareholders are sometimes referred to individually as a “Party” and collectively as the “Parties.”
1. PURPOSE
This LOI sets forth the principal terms under which the Parties intend to negotiate and enter into one or more definitive agreements (the “Definitive Agreements”) pursuant to which Nightfood would acquire fifty-one percent (51%) of the issued and outstanding equity interests of JJ Enterprise (the “Transaction”).
The Parties acknowledge that execution of the Definitive Agreements may occur prior to Nightfood’s anticipated uplisting to a U.S. national securities exchange. However, the Parties expressly agree that the closing of the Transaction (the “Closing”) shall not occur unless and until Nightfood’s common stock has been approved for listing and is actively traded on The Nasdaq Stock Market or another mutually acceptable U.S. national securities exchange.
Except for the provisions specifically identified in Section 11 (Binding Provisions), this LOI is intended solely as a statement of mutual intent and does not create any legally binding obligation to consummate the Transaction.
2. TRANSACTION STRUCTURE
The Parties currently contemplate a share exchange transaction pursuant to which:
| ● | Nightfood shall acquire fifty-one percent (51%) of the issued and outstanding equity interests of JJ Enterprise from the Shareholders; | |
| ● | JJ Enterprise shall become a majority-owned operating subsidiary of Nightfood; | |
| ● | Consideration shall consist solely of Nightfood common stock, subject to the pricing mechanics set forth in Section 5 below; and | |
| ● | The final structure, representations, warranties, covenants, and closing conditions shall be set forth in the Definitive Agreements. |
3. BUSINESS OVERVIEW
JJ Enterprise is a Taiwan-based engineering and manufacturing company specializing in precision industrial equipment, semiconductor automation systems, advanced packaging equipment, thermal interface material manufacturing systems, robotics, intelligent manufacturing solutions, pharmaceutical automation, and related industrial technologies.
The Parties believe a combination of their businesses may create a publicly traded platform focused on semiconductor automation, AI infrastructure, robotics, pharmaceutical automation, advanced manufacturing, and industrial technology solutions.
4. REVENUE DEFINITION AND MEASUREMENT
For all purposes under this LOI and the Definitive Agreements, “Revenue” shall mean the net revenue of JJ Enterprise (excluding intercompany transactions, contra-revenue adjustments, and extraordinary or non-recurring items) as reflected in audited financial statements prepared in accordance with U.S. GAAP and audited by an independent PCAOB-registered accounting firm acceptable for SEC reporting purposes.
The applicable measurement period for the Initial Consideration (Section 5) is the twelve (12) months ended June 30, 2027. Each Earnout Period (Section 6) is likewise measured over the twelve (12) months ended on the applicable measurement date. Earnout tiers are independent — failure to achieve one tier does not preclude achievement of a subsequent tier in a later period.
The cost of all PCAOB-compliant audits required under this LOI and the Definitive Agreements shall be borne equally by the Parties, unless otherwise agreed in writing.
5. INITIAL CONSIDERATION
Upon Closing, Nightfood shall acquire fifty-one percent (51%) of the issued and outstanding equity interests of JJ Enterprise.
The initial consideration shall be based upon achievement of an annual revenue run rate of Twenty Million Dollars (US$20,000,000), resulting in the following valuation:
Annual Revenue: US$20,000,000
Valuation Multiple: 5.0x Revenue
Implied Enterprise Value: US$100,000,000
51% Equity Value: US$51,000,000
Reference Share Price: US$0.05 per share
Shares Issuable: 1,020,000,000 shares of Nightfood common stock
The Closing share issuance shall be subject to equitable adjustment for any reverse stock split, stock dividend, recapitalization, stock combination, reclassification, or similar corporate action occurring prior to issuance.
6. ADDITIONAL EARNOUT CONSIDERATION
In addition to the Closing Consideration, the shareholders of JJ Enterprise shall be entitled to receive additional performance-based earnout consideration upon achievement of the following audited revenue milestones:
| Revenue Milestone | Valuation Multiple | Implied Enterprise Value | 51% Equity Value | Incremental Equity Value Earned | Share Price Determination | |||||||||||||||||
| $ | 50,000,000 | 5.0x | $ | 250,000,000 | $ | 127,500,000 | $ | 76,500,000 | 30-Day VWAP | |||||||||||||
| $ | 100,000,000 | 4.0x | $ | 400,000,000 | $ | 204,000,000 | $ | 76,500,000 | 30-Day VWAP | |||||||||||||
| $ | 200,000,000 | 3.5x | $ | 700,000,000 | $ | 357,000,000 | $ | 153,000,000 | 30-Day VWAP | |||||||||||||
| $ | 400,000,000 | 3.0x | $ | 1,200,000,000 | $ | 612,000,000 | $ | 255,000,000 | 30-Day VWAP | |||||||||||||
For purposes of calculating earnout consideration, all shares and consideration previously issued pursuant to Section 5 and any prior earnout milestone shall be credited against subsequent milestones.
Accordingly, upon achievement of a revenue milestone, the shareholders of JJ Enterprise shall be entitled only to the additional incremental consideration necessary to increase the aggregate consideration previously issued to an amount equal to fifty-one percent (51%) of the applicable enterprise value associated with the achieved milestone.
For each earnout milestone:
(a) Revenue shall be based upon audited financial statements prepared in accordance with U.S. GAAP and audited by an independent PCAOB-registered accounting firm acceptable for SEC reporting purposes;
(b) Shares issuable shall be determined by dividing the Incremental Equity Value Earned by the thirty (30) trading day volume-weighted average price (“VWAP”) of Nightfood common stock immediately preceding certification of the applicable milestone;
(c) Earnout shares shall be issued within thirty (30) days following completion of the applicable audit and certification of the milestone;
(d) The earnout milestones shall be cumulative and independent of one another;
(e) Achievement of one milestone shall not eliminate, reduce, or otherwise impair the right to receive consideration associated with any subsequent milestone;
(f) The earnout milestones shall not expire and shall remain outstanding until achieved, satisfied, or otherwise modified by mutual written agreement of the Parties.
By way of illustration only, if the shareholders have previously received consideration equal to $127,500,000 upon achievement of the $50,000,000 revenue milestone, and the Company subsequently achieves the $100,000,000 revenue milestone, the shareholders shall receive only the additional consideration necessary to increase the aggregate consideration received to $204,000,000, rather than receiving a second full award equal to $204,000,000.
The Parties currently anticipate that the foregoing milestones may be achieved within approximately five (5) years following Closing; however, the timing of achievement shall not affect the right to receive the applicable earnout consideration.
6A. MEASUREMENT DATES AND REVENUE DETERMINATION
For purposes of determining achievement of the Initial Consideration revenue threshold and any Earnout Consideration revenue milestones, revenue shall be measured annually as of a designated Measurement Date.
The initial Measurement Date shall be the first fiscal quarter-end occurring after the Closing Date of the Transaction. Each subsequent Measurement Date shall occur on the same fiscal quarter-end anniversary in each succeeding year.
By way of illustration only:
● If the Closing Date occurs on July 15, 2027, the initial Measurement Date shall be September 30, 2027;
● The second Measurement Date shall be September 30, 2028;
● The third Measurement Date shall be September 30, 2029;
● The fourth Measurement Date shall be September 30, 2030;
● The fifth Measurement Date shall be September 30, 2031;
and so forth for each subsequent year.
Revenue for each Measurement Date shall be determined based upon the Company’s audited trailing twelve (12) month revenue ending on the applicable Measurement Date, prepared in accordance with U.S. GAAP and audited by an independent PCAOB-registered accounting firm acceptable for SEC reporting purposes.
The applicable revenue milestone shall be deemed achieved upon certification of the audited financial statements for the corresponding Measurement Date.
If a revenue milestone is not achieved on a particular Measurement Date, such milestone shall remain outstanding and eligible for achievement on any subsequent Measurement Date.
The earnout milestones are cumulative and shall not expire. Failure to achieve a milestone during any annual measurement period shall not eliminate, reduce, or otherwise impair the right to achieve such milestone during a future annual measurement period.
Any earnout consideration resulting from achievement of a revenue milestone shall become payable within thirty (30) days following completion of the applicable audit and certification of the milestone.
For the avoidance of doubt, the earnout structure is intended to be performance-based rather than time-based, and all revenue milestones shall remain outstanding until achieved, satisfied, or otherwise modified by mutual written agreement of the Parties.
7. SHAREHOLDER IDENTIFICATION AND PARTICIPATION
Schedule A, to be attached to and incorporated into the Definitive Agreements, shall identify each Shareholder by name, their ownership percentage in JJ Enterprise, and the number of shares to be tendered in the Transaction.
The Transaction shall require the participation of Shareholders holding, in the aggregate, no less than one hundred percent (100%) of the issued and outstanding equity interests of JJ Enterprise (or such lesser percentage as the Parties may agree in the Definitive Agreements, provided it is sufficient to transfer legal and beneficial 51% ownership to Nightfood free and clear of all encumbrances). The Definitive Agreements shall include representations and warranties by each Shareholder as to title, authority, and the absence of competing claims on their shares.
8. MANAGEMENT AND GOVERNANCE
Following Closing, the Parties currently anticipate:
| ● | JJ Enterprise’s existing management team shall continue managing day-to-day operations of the Company; | |
| ● | Nightfood shall support strategic growth initiatives, financing activities, public market initiatives, acquisitions, and business development opportunities; | |
| ● | JJ Enterprise Shareholders shall have the right to designate one (1) member to the Board of Directors of Nightfood; | |
| ● | Nightfood shall have the right to designate a majority of the members of JJ Enterprise’s Board of Directors; and | |
| ● | The final governance structure, including quorum requirements, reserved matters, and minority approval rights, shall be established in the Definitive Agreements. |
Minority Protections. The Definitive Agreements shall include customary minority shareholder protections for the remaining 49% interest holders in JJ Enterprise, including without limitation: (a) preemptive rights on new equity issuances by JJ Enterprise; (b) tag-along rights on any transfer of Nightfood’s JJ Enterprise stake; (c) anti-dilution protections against unauthorized dilutive issuances; and (d) a list of reserved matters requiring Shareholder supermajority approval (including any merger, dissolution, or change of business of JJ Enterprise).
9. REGISTRATION RIGHTS
The Definitive Agreements shall include a Registration Rights Agreement (or registration rights provisions) providing that Nightfood shall use commercially reasonable efforts to register for resale, on Form S-1 or such other form as is then available, all shares of Nightfood common stock issued to the Shareholders as Closing Shares and Earnout Shares, within one hundred eighty (180) days following Closing. The registration rights shall include at least two (2) demand registration rights and unlimited piggyback registration rights, subject to customary cutback and lockup provisions.
The Parties acknowledge that the Closing Shares and any Earnout Shares will be issued without registration under the Securities Act of 1933 (the “Securities Act”), in reliance on one or more available exemptions, and will be “restricted securities” as defined under Rule 144. The Definitive Agreements shall include standard representations from each Shareholder regarding their status as an accredited investor or non-U.S. person, as applicable.
10. DUE DILIGENCE
The proposed Transaction shall remain subject to satisfactory completion of legal, financial, accounting, tax, operational, intellectual property, regulatory, and commercial due diligence by each Party. Each Party shall provide reasonable access to information and personnel necessary to facilitate such due diligence review, subject to the confidentiality obligations in Section 13.
Due diligence shall be completed within ninety (90) days of the Effective Date, unless extended by mutual written agreement. If either Party determines in good faith that due diligence is not satisfactory, that Party shall provide written notice to the other Party, and this LOI shall terminate (except for the binding provisions in Section 12).
11. CONDITIONS TO EXECUTION OF DEFINITIVE AGREEMENTS
The Parties intend to negotiate and execute Definitive Agreements as promptly as reasonably practicable following satisfactory completion of due diligence. Execution of the Definitive Agreements shall remain subject to:
| ● | Completion of satisfactory due diligence; | |
| ● | Agreement on final transaction terms, including the Earnout Share Cap and all Schedule A shareholder details; | |
| ● | Completion of PCAOB-compliant audited financial statements for at least two (2) fiscal years of JJ Enterprise; | |
| ● | Required board approvals of both Parties; and | |
| ● | Such other matters as the Parties may mutually determine. |
Outside Date. The Parties shall use commercially reasonable efforts to execute the Definitive Agreements within six (6) months of the Effective Date (the “Outside Date”). If the Definitive Agreements have not been executed by the Outside Date, either Party may terminate this LOI upon ten (10) days’ written notice, without liability to the other Party (except with respect to the binding provisions of Section 12).
12. CONDITIONS TO CLOSING
The Parties expressly acknowledge that execution of the Definitive Agreements and Closing are separate events. Closing shall not occur unless and until all of the following conditions have been satisfied or waived:
| ● | Execution of mutually acceptable Definitive Agreements; | |
| ● | Completion of PCAOB-compliant audited financial statements acceptable for SEC reporting purposes; | |
| ● | Receipt of all required shareholder, board, governmental, regulatory, and third-party approvals; | |
| ● | Compliance with all applicable securities laws and stock exchange requirements; | |
| ● | Absence of any material adverse change affecting either Party; and | |
| ● | Nightfood’s common stock being approved for listing on and actively traded through The Nasdaq Stock Market or another mutually acceptable U.S. national securities exchange. |
The Parties acknowledge and agree that Nightfood’s successful uplisting is a material condition precedent to Closing, and under no circumstances shall the Transaction close prior to such uplisting becoming effective. If Nightfood does not complete its uplisting within twenty-four (24) months of the Effective Date, JJ Enterprise shall have the right to terminate the Definitive Agreements, if executed, without penalty.
13. BINDING PROVISIONS
Notwithstanding anything contained herein to the contrary, only Sections 10 (Due Diligence Access), 14 (Confidentiality), 15 (Exclusivity), 16 (Expenses), 17 (Governing Law and Dispute Resolution), and this Section 13 shall be legally binding and enforceable against the Parties. All other provisions of this LOI are non-binding expressions of the Parties’ current intentions and are subject to negotiation, execution, and delivery of Definitive Agreements.
14. CONFIDENTIALITY
The Parties shall maintain the confidentiality of this LOI and all non-public information exchanged in connection with the proposed Transaction, except as required by applicable law, SEC regulations, stock exchange requirements, or court order. To the extent Nightfood is required to disclose this LOI or the Transaction by SEC reporting obligations (including on Form 8-K), Nightfood shall provide JJ Enterprise with reasonable advance notice and an opportunity to review and comment on any such disclosure.
15. EXCLUSIVITY
For a period of one hundred eighty (180) days following the Effective Date (the “Exclusivity Period”), neither Party shall directly or indirectly solicit, encourage, negotiate, or enter into any competing merger, acquisition, recapitalization, share exchange, or similar transaction involving JJ Enterprise without the prior written consent of the other Party. The Parties may modify, waive, or terminate this exclusivity provision by mutual written agreement.
Carve-Out. For the avoidance of doubt, the exclusivity obligation does not restrict either Party’s ability to perform its obligations under the Supply Agreement dated June 9, 2026, between Techforce Robotics, Inc. and Jiun Jiang Enterprise Co., Ltd., or any amendment or renewal thereof.
16. EXPENSES
Nightfood shall be responsible for all reasonable legal and accounting fees and expenses incurred in connection with the negotiation, documentation, due diligence, structuring, and consummation of the Transaction, including the preparation of PCAOB-compliant audited financial statements required for SEC reporting, Nasdaq listing requirements, or the Transaction.
Except as otherwise expressly provided herein, each Party shall bear its own travel, consulting, translation, valuation, and other out-of-pocket expenses incurred in connection with the Transaction.
If the Transaction fails to close as a result of a material breach by a Party of any binding provision of this LOI, the breaching Party shall reimburse the non-breaching Party for all reasonable and documented out-of-pocket expenses incurred in connection with the Transaction, up to a maximum amount of USD $250,000.
17. GOVERNING LAW AND DISPUTE RESOLUTION
This LOI and all binding provisions hereof shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.
Any dispute, controversy, or claim arising out of or relating to the binding provisions of this LOI (Sections 10, 13, 14, 15, 16, and 17), including any claim of breach, shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Los Angeles County, California. The arbitration shall be conducted in English before a single arbitrator mutually agreed upon by the Parties. The arbitral award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding the foregoing, either Party may seek emergency or preliminary injunctive relief from a court of competent jurisdiction in Los Angeles County, California, without waiving its right to arbitration.
18. NO OBLIGATION TO CLOSE
Neither Party shall have any obligation to consummate the Transaction unless and until Definitive Agreements have been negotiated, executed, and delivered by all Parties and all conditions to Closing have been satisfied or waived. If the Definitive Agreements are not executed by the Outside Date, or if Nightfood does not successfully complete its uplisting within the period specified in Section 12, neither Party shall have any obligation to complete the Transaction, and neither Party shall have any liability to the other arising from the failure to consummate the Transaction, except with respect to the binding provisions of Section 13 and any expense reimbursement obligation under Section 16.
19. GENERAL PROVISIONS
19.1 Counterparts. This LOI may be executed in counterparts, each of which shall be deemed an original. Electronic and digital signatures shall have the same legal effect as original signatures.
19.2 Amendment. This LOI may not be amended except by a written instrument signed by all Parties.
19.3 Entire Agreement. This LOI constitutes the entire agreement among the Parties with respect to the non-binding aspects of the proposed Transaction and supersedes all prior discussions and agreements (other than the Supply Agreement referenced in Section 15) relating to the subject matter hereof.
19.4 Severability. If any provision of this LOI is found to be unenforceable, the remaining provisions shall continue in full force and effect.
19.5 Relationship of Parties. Nothing in this LOI shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.
19.6 Public Announcements. Neither Party shall issue any press release or public statement regarding this LOI or the proposed Transaction without the prior written consent of the other Party, except as required by applicable securities laws or stock exchange regulations.
19.7 Existing Supply Agreement. Nothing in this LOI shall be construed to modify, limit, or supersede the Supply Agreement dated June 9, 2026, between Techforce Robotics, Inc. and Jiun Jiang Enterprise Co., Ltd., which shall remain in full force and effect in accordance with its terms.
(Signature page to follow)
SIGNATURES
ACKNOWLEDGED AND AGREED as of the date first written above:
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | ||
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
| Date: | ||
| JIUN JIANG ENTERPRISE CO., LTD. | ||
| By: | ||
| Name: | HungYu Chen |
|
| Title: | Vice President |
|
| Date: | ||
| JIUN JIANG SHAREHOLDERS (each signing individually per Schedule A) | ||
| By: | ||
| Name: | Shuju Chen |
|
| Date: | ||
SCHEDULE A
JIUN JIANG ENTERPRISE SHAREHOLDERS
The following persons or entities are the Shareholders of Jiun Jiang Enterprise Co., Ltd. who are parties to this LOI:
| Shareholder Name | Ownership Interest (%) | Shares to be Tendered | ||||||
| Shuju Chen | 100 | % | 51 | % | ||||
| TOTAL | 100 | % | 51 | % | ||||
Exhibit 99.1
Nightfood Holdings Signs LOI to Acquire 51% of Jiun Jiang Enterprise
Proposal establishes a platform for semiconductor automation, AI infrastructure, and advanced manufacturing growth
Proposed all-stock transaction features performance-based consideration linked to PCAOB-audited revenue milestones
Enterprise value benchmarks range from $100 million up to $1.2 billion
LOS ANGELES, June 25, 2026 — via IBN – Nightfood Holdings, Inc. (OTCQB: NGTF), doing business as TechForce Robotics (“TechForce” or the “Company”), today announced that it has executed a non-binding Letter of Intent (the “LOI”) to acquire a 51% controlling interest in Jiun Jiang Enterprise Co., Ltd. (“JJ Enterprise”), a Taiwan-based manufacturer of precision industrial, advanced packaging and semiconductor automation and thermal interface material manufacturing systems, robotics, and intelligent manufacturing solutions.
Under the LOI, Nightfood would acquire its 51% interest through an all-stock share exchange, with JJ Enterprise becoming a majority-owned operating subsidiary. Consideration will be tied directly to JJ Enterprise’s performance as reflected in an anticipated PCAOB audit, aligning the stock Nightfood issues with the value of the acquired business. The parties intend to negotiate definitive agreements following completion of due diligence.
The proposed transaction furthers Nightfood’s anticipated transformation into a diversified automation and advanced-manufacturing platform positioned at the intersection of semiconductor manufacturing, AI infrastructure, robotics, pharmaceutical automation, and industrial technology.
Building Upon an Established Commercial Foundation
Unlike transactions built around early-stage technologies or pre-revenue concepts, JJ Enterprise would enter the proposed combination with existing manufacturing operations, established customer relationships, active commercial contracts, and a founding team with more than 30 years of experience in industrial machinery, precision engineering, and automation across Taiwan’s advanced-manufacturing ecosystem.
Management believes that combining JJ Enterprise’s engineering, manufacturing, and automation capabilities with Nightfood’s public-company platform would create opportunities for growth, expand production capacity, deepen customer relationships, pursue larger commercial programs, and establish additional manufacturing capabilities in the United States.
A Performance-Based, Audited-Revenue Framework
The LOI contemplates a revenue-based valuation tied exclusively to audited financial statements prepared in accordance with U.S. GAAP and audited by an independent PCAOB-registered accounting firm. The structure is designed so that consideration tracks audited business performance rather than projections. The audit of JJ Enterprise has not been completed and there is no guarantee that it can be completed in a timely manner or at all.
Initial Consideration. Based on achievement of an approximately $20 million annual revenue run rate, JJ Enterprise would carry an implied enterprise value of approximately $100 million, corresponding to a 51% equity value of approximately $51 million, payable solely in Nightfood common stock and subject to customary adjustment for any recapitalization or similar corporate action.
Performance-Based Earnout. Beyond the initial consideration, the LOI ties additional value to results the business actually delivers. As JJ Enterprise reaches higher levels of audited annual revenue, the implied enterprise value would step up accordingly:
●
Approximately $250 million at $50 million in audited annual revenue
● Approximately $400 million at $100 million in audited annual revenue
● Approximately $700 million at $200 million in audited annual revenue
● Approximately $1.2 billion at $400 million in audited annual revenue
Each milestone would be based on audited financial statements prepared under U.S. GAAP and verified by an independent PCAOB-registered accounting firm, with any earnout paid in Nightfood common stock. The milestones are cumulative and do not expire, creating a structure that rewards actual business performance whenever achieved. Because every step is tied to audited revenue, value is created only as the business delivers results, aligning the interests of both companies’ shareholders.
Management believes that, over the first five years following closing, the combined platform has the potential to generate cumulative revenue of approximately $770 million while targeting EBITDA margins in excess of 25%. These figures represent management objectives only and are dependent upon numerous factors, including financing, capacity expansion, customer demand, market conditions, execution, and successful uplisting. No assurance can be provided that any such objectives will be achieved.
Governance and Management Continuity
If the proposed transaction is completed, JJ Enterprise’s existing management team would continue leading day-to-day operations, while Nightfood would support strategic growth, financing, public-market, and business-development initiatives. The LOI contemplates that JJ Enterprise would designate one member to Nightfood’s Board of Directors, while Nightfood would designate a majority of JJ Enterprise’s board, reflecting Nightfood’s controlling interest while preserving operational continuity.
Positioned for Long-Term Industry Trends
According to industry forecasts, semiconductor manufacturing equipment spending, AI infrastructure investment, advanced packaging adoption, and data-center expansion are expected to remain among the most significant capital-allocation priorities across the global technology sector for the foreseeable future. SEMI projects worldwide semiconductor equipment spending to reach a record $156 billion by 2027, driven by accelerating demand for AI computing, advanced semiconductor manufacturing, high-performance packaging technologies, and ongoing investments in domestic chip production capacity. Concurrently, McKinsey & Company estimates that global data-center infrastructure investment could exceed $6.7 trillion by 2030, including approximately $5.2 trillion dedicated to AI-enabled infrastructure. These long-term trends continue to be supported by substantial government and private-sector investments focused on strengthening semiconductor supply chains, expanding AI computing capacity, advancing next-generation packaging technologies, and enhancing manufacturing resiliency.
Source: SEMI, “Global Semiconductor Equipment Sales Projected to Reach a Record $156 Billion by 2027” (2024); McKinsey & Company, “The Cost of Compute: A $7 Trillion Race to Scale Data Centers” (2024).
Management Commentary
Jimmy Chan, Chief Executive Officer of Nightfood Holdings and TechForce Robotics, commented:
“We are not pursuing a concept-stage or early-stage technology company. Through the proposed transaction, we are seeking to partner with a business that has established manufacturing capabilities, customer relationships, engineering expertise, and decades of industry experience. We believe these attributes, together with Nightfood’s public-company platform and growth strategy, could create a foundation for long-term growth and value creation.
“As investment in AI infrastructure, semiconductor manufacturing, and advanced packaging continues to expand, our objective is to support JJ Enterprise’s future growth by leveraging Nightfood’s access to capital markets, public-company visibility, and strategic resources. Subject to the execution of definitive agreements and completion of the proposed transaction, we believe this relationship could help support future capacity expansion initiatives, potential U.S. manufacturing opportunities, and JJ Enterprise’s ability to serve customers across the semiconductor and AI infrastructure supply chain.
“We view this opportunity as part of a broader industry trend rather than an isolated transaction. As companies throughout Taiwan’s advanced manufacturing ecosystem evaluate opportunities to diversify geographically, strengthen supply-chain resilience, and support customers expanding operations in the United States, we believe Nightfood may be well positioned to serve as a public-market platform for select strategic opportunities that align with our long-term growth objectives. Any future transactions would be evaluated based on strategic fit, operational synergies, financial considerations, and their potential to contribute to long-term shareholder value.”
Transaction Status
The LOI is non-binding and serves as an expression of the parties’ mutual intent. There can be no assurance that definitive agreements will be executed on the terms described herein or at all or that the proposed transaction will be completed. Any transaction would remain subject to satisfactory completion of due diligence, negotiation and execution of definitive agreements, completion of PCAOB-compliant audited financial statements, required board, shareholder, governmental, and regulatory approvals, and Nightfood’s successful uplisting to, and active trading on, a U.S. national securities exchange. Under the LOI, closing shall not occur prior to such uplisting becoming effective.
About Jiun Jiang Enterprise Co., Ltd.
Jiun Jiang Enterprise Co., Ltd. (“JJ Enterprise”) is a Taiwan-based engineering and manufacturing company specializing in precision industrial equipment, semiconductor automation systems, advanced packaging equipment, thermal interface material manufacturing systems, robotics, intelligent manufacturing solutions, pharmaceutical automation equipment, and related advanced-manufacturing technologies.
JJ Enterprise is built upon a family-owned manufacturing foundation with more than 30 years of experience in industrial machinery, precision engineering, automation systems, and advanced manufacturing. The founding team has developed extensive technical expertise, engineering capabilities, and long-standing relationships across Taiwan’s advanced-manufacturing ecosystem, which JJ Enterprise applies today to design and manufacture customized automation solutions, semiconductor production and advanced-packaging equipment, robotics, and intelligent manufacturing technologies for customers throughout the semiconductor, electronics, AI-infrastructure, pharmaceutical, and industrial-technology supply chains.
For more information, visit https://jianjiang.com.tw/EN/.
About Nightfood Holdings, Inc. / TechForce Robotics
Nightfood Holdings, Inc. (OTCQB: NGTF), doing business as TechForce Robotics, is focused on AI-driven robotics, enterprise automation, hospitality automation, pharmaceutical automation, and advanced-technology commercialization. Through strategic acquisitions, partnerships, and technology-development initiatives, the Company is building a diversified automation platform serving multiple high-growth industries.
For more information, visit www.nightfoodholdings.com or www.techforcerobotics.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition of Jiun Jiang Enterprise Co., Ltd., the anticipated benefits of the transaction, future growth opportunities, projected revenue and profitability objectives, the valuation and earnout framework, manufacturing expansion plans, AI infrastructure and semiconductor industry trends, potential future acquisitions, the Company’s anticipated uplisting to a national securities exchange, and other future events and developments.
These forward-looking statements are based on current expectations, estimates, projections, beliefs, and assumptions of management and are subject to significant risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Forward-looking statements are often identified by words and phrases such as “expects,” “anticipates,” “plans,” “projects,” “estimates,” “intends,” “believes,” “targets,” “may,” “could,” “would,” “will,” “should,” “potential,” “continue,” or similar expressions.
Among the factors that could cause actual results to differ materially are the parties’ ability to negotiate and execute definitive agreements, complete satisfactory due diligence, obtain required approvals, secure financing, achieve projected revenue and profitability objectives, successfully expand manufacturing operations, capitalize on anticipated market opportunities, complete a successful uplisting to a national securities exchange, and other risks and uncertainties described from time to time in the Company’s filings with the Securities and Exchange Commission.
Forward-looking statements contained in this press release speak only as of the date made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
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