Acquisitions and Unaudited Pro-Forma Financial Information

3 Months Ended

12 Months Ended

Sep. 30, 2025

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisitions and Unaudited Pro-Forma Financial Information

Note 9 – Acquisitions and Unaudited Pro-Forma Financial Information

Year Ended June 30, 2026

Acquisition of Victorville

Overview and Date of Acquisition

On August 27, 2025, the Company completed the acquisition of Victorville Treasure Holdings, LLC (“Victorville”), a California limited liability company that owns and operates a 155-room hotel located at 15494 Palmdale Road, Victorville, California (the “Property”). Under the transaction, the Company acquired 100% of the issued and outstanding equity interests, and Victorville became a wholly owned subsidiary of the Company upon closing.

Purchase Consideration

As consideration, the Company issued 216,667 shares of its Series C Convertible Preferred Stock, having an estimated fair value of $39,000,060, based on the as-converted value of the underlying common shares using the $0.03 closing stock price on the acquisition date.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Primary Reasons for the Acquisition

The Victorville acquisition represents a strategic expansion of the Company’s hospitality portfolio. The Company believes the acquisition will provide several benefits, including:

●	Strengthening its presence in key hospitality markets;
●	Operational synergies with the Company’s existing hotel platform;
●	Immediate revenue contribution from ongoing hotel operations;
●	Enhanced scale to support an integrated lodging and guest-services strategy; and
●	Access to franchise-branding opportunities following planned renovations.

The acquisition was accounted for in accordance with ASC 805, Business Combinations. The Company has provisionally allocated the purchase price to the estimated fair value of assets acquired and liabilities assumed based on currently available information. The purchase price allocation (“PPA”) is subject to revision as the Company finalizes its valuation analyses and post-closing adjustments. Any such revisions could result in changes to the values assigned to the acquired tangible and intangible assets, liabilities assumed, and the resulting goodwill.

Contingent Consideration - Victorville

In connection with the acquisition, the Agreement provides for additional contingent consideration payable to the Sellers. Under the terms of the Agreement, the Sellers may earn up to 41,667 additional shares of Series C Convertible Preferred Stock (the “Earnout Shares”) upon achieving specified post-closing operational and property-level milestones, including: (i) completion and build-out of a gym facility; (ii) enrollment of at least 50 active gym members; (iii) completion of all remaining renovations required to meet prospective franchise brand standards; and (iv) operation of the property under a major franchise brand for a minimum of 30 days.

Consistent with the valuation methodology applied to the equity consideration issued at closing, the Earnout Shares and any additional shares issuable under the purchase price adjustment provisions were measured at fair value $7,125,000 based on the as-converted value of the underlying common stock using the $0.03 closing stock price on the August 27, 2025 acquisition date.

In accordance with ASC 805, these contingent consideration arrangements are included in the preliminary purchase price allocation at their estimated fair value and will be remeasured at each reporting date until the contingencies are resolved, with changes recognized in earnings.

Acquisition-Related Costs

In connection with the acquisition of Victorville, the Company incurred an insignificant amount of transaction costs related to the acquisition. Such costs were expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations.

Forgiveness of Pre-Existing Relationship

In connection with the acquisition of VV, the Company and VV had a pre-existing intercompany note receivable/payable balance. As part of the closing of the transaction, the Company forgave the outstanding intercompany obligation, which resulted in the elimination of the related note payable and note receivable between the entities. In accordance with ASC 805, Business Combinations, the settlement of the pre-existing relationship was accounted for as a capital transaction rather than as an element of consideration transferred or as a gain or loss in the statement of operations.

The forgiveness of the intercompany balance resulted in a $2,652,671 increase to additional paid-in capital during the period

Preliminary Purchase Price Allocation

The following table summarizes the preliminary estimate of the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date. Amounts have been rounded for purposes of the preliminary purchase price allocation (“PPA”). The estimated fair values were derived from an independent third-party valuation report, as follows:

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Consideration
Series C - convertible preferred stock - 216,667 shares	$	39,000,000
Series C - contingent consideration - 41,667 shares		7,125,000
Fair value of consideration transferred	$	46,125,000

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash		301,000
Accounts receivable		73,000
Prepaids and other		165,000
Inventory		40,000
Land		750,000
Property and equipment - net		9,250,000
Total assets acquired		10,579,000

Accounts payable and accrued expenses		1,943,000
Notes payable		3,224,000
Mortgage note payable		9,492,000
Total liabilities assumed		14,659,000

Total identifiable net liabilities assumed		(4,080,000	)

Allocation required for identifiable intangible assets and goodwill		50,205,000

Intangible asset (liquor license)		20,000
Intangible asset (franchise agreement)		3,200,000
Total identifiable intangible assets		3,220,000

Goodwill (including assembled workforce)	$	46,985,000

Measurement Period

The Company expects to finalize the purchase price allocation no later than August 27, 2026. During this period, provisional amounts may be adjusted retrospectively if new information becomes available about facts and circumstances that existed at the acquisition date.

The Company expects to recognize goodwill primarily attributable to anticipated synergies, enhanced automation capabilities, and future economic benefits that do not qualify for separate recognition. The goodwill is expected to be non-deductible for tax purposes.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Supplemental Pro-Forma Information (Unaudited)

The unaudited pro-forma information for the periods set forth below gives effect to the acquisition had the transaction occurred on July 1, 2023 (1st day of the fiscal year ended June 30, 2024) as well as for the year ended June 30, 2025. This pro-forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time. The unaudited pro forma financial results do not reflect potential cost savings, integration synergies, or non-recurring charges that may result from the transactions.

	Year Ended			Year Ended
	June 30, 2025			June 30, 2024

Revenues - net	$	2,515,319		$	4,035,763

Net loss	$	(8,615,343	)	$	(4,230,077	)

Loss per share - basic	$	(0.07	)	$	(0.03	)

Loss per share - diluted	$	(0.07	)	$	(0.03	)

Weighted average number of shares - basic		130,384,336			126,540,836

Weighted average number of shares - diluted		130,384,336			126,540,836

Acquisition of Rancho Mirage

Overview and Date of Acquisition

On September 30, 2025, the Company completed the acquisition of Rancho Mirage Hilton LLC (“Rancho Mirage”), a Delaware limited liability company that owns and operates the Hilton Garden Inn Palm Springs – Rancho Mirage, a 120-room hotel located at 71700 Highway 111, Rancho Mirage, California (the “Property”). Under the transaction, the Company acquired 100% of the issued and outstanding membership interests, and Rancho Mirage became a wholly owned subsidiary of the Company upon closing.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Purchase Consideration

As consideration, the Company issued 176,167 shares of its Series C Convertible Preferred Stock, having an estimated fair value of $42,280,000, based on the as-converted value of the underlying common shares using the $0.04 closing stock price on the acquisition date.

Primary Reasons for the Acquisition

The Rancho Mirage acquisition represents a strategic expansion of the Company’s hospitality portfolio. The Company believes the acquisition will provide several benefits, including:

●	Strengthening its presence in key hospitality markets;
●	Operational synergies with the Company’s existing hotel platform;
●	Immediate revenue contribution from ongoing hotel operations;
●	Enhanced scale to support an integrated lodging and guest-services strategy; and
●	Access to franchise-branding opportunities following planned renovations.

The acquisition was accounted for in accordance with ASC 805, Business Combinations. The Company has provisionally allocated the purchase price to the estimated fair value of assets acquired and liabilities assumed based on currently available information. The purchase price allocation (“PPA”) is subject to revision as the Company finalizes its valuation analyses and post-closing adjustments. Any such revisions could result in changes to the values assigned to the acquired tangible and intangible assets, liabilities assumed, and the resulting goodwill.

Contingent Consideration – Rancho Mirage

In connection with the acquisition, the Agreement provides for additional contingent consideration payable to the Sellers. Under the terms of the Agreement, the Sellers may earn up to 20,000 additional shares of Series C Convertible Preferred Stock (the “Earnout Shares”) upon achievement of specified post-closing milestones, including: (i) the completion and build-out of five new guestrooms; and (ii) receipt of a certificate of occupancy and all required permits or approvals for such guestrooms, on or before December 31, 2027.

Consistent with the valuation methodology applied to the equity consideration issued at closing, the Earnout Shares and any additional shares issuable under the purchase price adjustment provisions were measured at fair value ($4,800,000), based on the as-converted value of the underlying common stock using the $0.04 closing stock price on the September 30, 2025 acquisition date.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Acquisition-Related Costs

In connection with the acquisition of Rancho Mirage, the Company incurred an insignificant amount of transaction costs related to the acquisition. Such costs were expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations.

Preliminary Purchase Price Allocation

Consideration
Series C - convertible preferred stock - 176,167 shares	$	42,280,000
Series C - contingent consideration - 20,000 shares		4,800,000
Estimated fair value		4,800,000
Fair value of consideration transferred	$	47,080,000

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash		968,000
Accounts receivable		11,000
Prepaids and other		7,000
Inventory		7,000
Land		2,800,000
Property and equipment - net		12,000,000
Total assets acquired		15,793,000

Accounts payable and accrued expenses		2,376,000
Accounts payable and accrued expenses - related party		240,000
Deferred revenue/customer deposits		12,000
Notes payable		1,710,000
Mortgage note payable		9,992,000
Total liabilities assumed		14,330,000

Total identifiable net assets assumed		1,463,000

Allocation required for identifiable intangible assets and goodwill		45,617,000

Intangible asset (liquor license)		20,000
Intangible asset (franchise agreement)		1,400,000
Total identifiable intangible assets		1,420,000

Goodwill (including assembled workforce)	$	44,197,000

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Measurement Period

The Company expects to finalize the purchase price allocation no later than September 30, 2026. During this period, provisional amounts may be adjusted retrospectively if new information becomes available about facts and circumstances that existed at the acquisition date.

The Company expects to recognize goodwill primarily attributable to anticipated operational synergies, future economic benefits, and other advantages that do not qualify for separate recognition. The goodwill is expected to be non-deductible for tax purposes.

Supplemental Pro-Forma Information (Unaudited)

The unaudited pro-forma information for the periods set forth below gives effect to the acquisition had the transaction occurred on July 1, 2024 (1st day of the fiscal year ended June 30, 2025) as well as for the three months ended September 30, 2025. This pro-forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time. The unaudited pro forma financial results do not reflect potential cost savings, integration synergies, or non-recurring charges that may result from the transactions.

	Three Months Ended			Year Ended
	September 30, 2025			June 30, 2025

Revenues - net	$	2,373,373		$	3,263,075

Net loss	$	(2,851,297	)	$	(7,779,858	)

Loss per share - basic	$	(0.02	)	$	(0.06	)

Loss per share - diluted	$	(0.02	)	$	(0.06	)

Weighted average number of shares - basic		143,351,827			130,384,336

Weighted average number of shares - diluted		143,351,827			130,384,336

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Goodwill Summary

Schedule of Goodwill

Balance - June 30, 2024	$	897,542
Acquisition of SWC		3,714,027
Acquisition of Skytech		790,150
Impairment charge - FHVH		(897,542	)
Balance - June 30, 2025		4,504,177
Acquisition of Victorville		46,985,000
Acquisition of Rancho Mirage		44,197,000
Balance - September 30, 2025		95,686,177

Note 9 – Acquisitions and Unaudited Pro-Forma Financial Information

Year Ended June 30, 2025

Acquisition of SWC

On March 31, 2025, the Company completed the acquisition of SWC through a share exchange agreement, acquiring 100% of the issued and outstanding equity interests of SWC. As consideration, the Company issued 83,333 shares of its Series C Convertible Preferred Stock, having an estimated fair value of $4,399,982, based on the as-converted value of the underlying common shares as of the acquisition date.

SWC is a leading provider of customized disposable packaging solutions serving the food service and hospitality industries. The Company believes the acquisition will provide strategic benefits, including:

	●	Expand its presence across the hospitality value chain,
	●	Operational synergies with Skytech’s automation platform;
	●	Immediate recurring revenue through packaging supply contracts; and
	●	A fully integrated solutions offering for hotels, resorts, and food service operators.

In connection with the acquisition of SWC, there were no additional transaction costs incurred.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

The following table summarizes the preliminary estimate of the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date. The estimated fair values were derived from an independent third-party valuation report as follows:


Consideration
Series C - convertible preferred stock - 83,333 shares	$	4,399,982

Fair value of consideration transferred		4,399,982

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash		28,340
Accounts receivable		22,624
Prepaids and other		114,590
Inventory		252,203
Property and equipment - net		26,942
Operating lease - right - of -use asset		13,317
Total assets acquired		458,016

Accounts payable and accrued expenses		1,517,927
Notes payable		67,262
Operating lease liability		14,972
Total liabilities assumed		1,600,161

Total identifiable net liabilities assumed		(1,142,145	)

Allocation required for identifiable intangible assets and goodwill		5,542,127

Trade names/trademarks		786,800
Customer relationships		1,041,300
Total identifiable intangible assets		1,828,100

Goodwill (including assembled workforce)	$	3,714,027

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

Supplemental Pro-Forma Information (Unaudited)

The unaudited pro-forma information for the periods set forth below gives effect to the acquisition had the transaction occurred on July 1, 2023 (1st day of the fiscal year ended June 30, 2024) as well as for the nine months ended March 31, 2025. This pro-forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time. The unaudited pro forma financial results do not reflect potential cost savings, integration synergies, or non-recurring charges that may result from the transactions.

	Nine Months Ended			Year Ended
	March 31, 2025			June 30, 2024

Revenues - net	$	1,345,874		$	1,830,427

Net loss	$	(2,391,487	)	$	(3,820,900	)

Loss per share - basic	$	(0.02	)	$	(0.03	)

Loss per share - diluted	$	(0.02	)	$	(0.03	)

Weighted average number of shares - basic		128,945,181			126,540,836

Weighted average number of shares - diluted		128,945,181			126,540,836

Settlement of Pre-Existing Relationships (Prior to Acquisition of SWC by NGTF)

In connection with the acquisition of SWC Group, Inc. on March 31, 2025, the Company identified certain pre-existing intercompany advances and balances among SWC, FHVH, and NGTF that were unrelated to the business combination. These balances were deemed fully settled prior to closing.

Under ASC 805-10-25-20, settlements of pre-existing relationships are accounted for separately from the business combination because they do not represent consideration transferred for the acquiree. Accordingly, these amounts were excluded from the purchase price allocation and goodwill measurement.

Consistent with ASC 805-10-25-21 and ASC 805-10-30-21, the settlement of a pre-existing contractual relationship is measured as the lesser of (i) the amount by which the contract is favorable or unfavorable to the acquirer compared with current market terms, or (ii) any stated settlement provisions in the contract.

As a result, the Company recognized a loss of $1,490,803 on settlement of pre-existing assets, which is presented within Other income (expense) in the consolidated statements of operations for the year ended June 30, 2025. This treatment reflects the requirement to recognize gains or losses on settlement of pre-existing relationships directly in earnings rather than as part of the business combination accounting.

Acquisition of Skytech

On March 31, 2025, the Company closed on a share exchange agreement and acquired Skytech. The Company issued 10,000 shares of Series C, convertible preferred stock, having a fair value of $528,000 (valuation based on an as-converted basis), in exchange for 100% of the issued and outstanding equity of Skytech.

Skytech is best known for its Laundry Helper robot, which has been successfully deployed across a growing number of hotel properties. With a proven track record in delivering scalable, AI-powered service automation, Skytech’s technology and expertise align seamlessly with the Company’s integrated business model that combines hotel ownership with Robotics-as-a-Service (RaaS) solutions.

With Skytech’s smart service technologies now part of the Company’s platform, we can deliver end-to-end automation, from behind-the-scenes robotics like laundry and cleaning to guest-facing solutions that enhance customer experience and operational efficiency.

The Company expects a strategic impact that will:

	●	Enhance the Company’s proprietary technology capabilities,
	●	Accelerate integration with SWC’s packaging operations,
	●	Improve customer service automation; and
	●	Create cost and labor efficiencies across the Company’s product delivery chain.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

In connection with the acquisition of Skytech, there were no additional transaction costs incurred.

See Note 8 — Stockholders’ Deficit for additional information regarding the classification and valuation of these performance-based awards.

The following table summarizes the preliminary estimate of the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date.


Consideration
Series C - convertible preferred stock - 10,000 shares	$	528,000

Fair value of consideration transferred		528,000

Recognized amounts of identifiable assets acquired and liabilities assumed:

Accounts receivable		19,250
Property and equipment - net		32,550
Total assets acquired		51,800

Accounts payable and accrued expenses		3,650
Accounts payable and accrued expenses - related parties		310,300
Total liabilities assumed		313,950

Total identifiable net liabilities assumed		(262,150	)

Goodwill	$	790,150

Supplemental Pro-Forma Information (Unaudited)

The unaudited pro-forma information for the periods set forth below gives effect to the acquisition had the transaction occurred on July 1, 2023 (1st day of the fiscal year ended June 30, 2024) as well as for the nine months ended March 31, 2025. This pro-forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time. The unaudited pro forma financial results do not reflect potential cost savings, integration synergies, or non-recurring charges that may result from the transactions.

	Nine Months Ended			Year Ended
	March 31, 2025			June 30, 2024

Revenues - net	$	43,232		$	89,272

Net loss	$	(2,156,766	)	$	(3,235,506	)

Loss per share - basic	$	(0.02	)	$	(0.03	)

Loss per share - diluted	$	(0.02	)	$	(0.03	)

Weighted average number of shares - basic		128,945,181			126,540,836

Weighted average number of shares - diluted		128,945,181			126,540,836

Year Ended June 30, 2024

Acquisition of FHVH

On February 2, 2024, the Company closed on a share exchange agreement and acquired FHVH. The Company issued 1,000 shares of Series A, preferred stock and 13,333 shares of Series C, convertible preferred stock, having a fair value of $868,708, in exchange for 100% of the issued and outstanding equity of FHVH.

Future Hospitality provides artificial intelligence (AI) enabled robotic solutions that we believe deliver critical efficiencies, cost savings, and enhanced consumer experience in hospitality and food service.

NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES

DBA TECHFORCE ROBOTICS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

FHVH believes it is revolutionizing the hospitality industry with plug-and-play robotics and automation solutions designed to enhance service efficiency and consistency.

Regular national media coverage highlights the ongoing labor crisis in California, which is creating massive upheaval across the industry. With minimum wage increased to $20, many long-standing businesses have been forced to shut down. Others are actively looking to invest in automation solutions that will allow them to remain viable now and into the future.

Future Hospitality offers two key robotics solutions via the Robots-as-a-Service (“RaaS”) business model, which can transform both front-end and back-end operations within the hospitality industry.

	●	Front-End Solutions: The serving robot, an advanced front-end solution, works alongside wait staff to ensure faster and more reliable service. These server robots help streamline service delivery, enhancing guest experiences by minimizing wait times and reducing human errors.
	●	Back-End Solutions: Smart cooking bots provide game-changing back-end solutions to support chefs in high-volume environments. The advanced kitchen assistant ensures consistent food quality and enables even inexperienced staff to prepare delicious meals quickly, addressing critical challenges in busy kitchens.

The table below summarizes the estimated fair value of the assets acquired and liabilities assumed at the effective acquisition date.


Consideration
Series A - preferred stock - 1,000 shares	$	-
Series C - convertible preferred stock - 13,333 shares		868,708

Fair value of consideration transferred		868,708

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash		111,863
Other assets		126,000
Total assets acquired		237,863

Accounts payable and accrued expenses		4,845
Other current liabilities		261,852
Total liabilities assumed		266,697

Total identifiable net liabilities assumed		(28,834	)

Goodwill	$	897,542

The Company recognized goodwill primarily attributable to anticipated synergies, enhanced automation capabilities, and expected future economic benefits that did not qualify for separate recognition. This goodwill was not deductible for tax purposes.

Subsequent Impairment

During the year ended June 30, 2025, the Company recorded a goodwill impairment charge of $897,542. The impairment was recognized after management determined that the carrying amount of the related reporting unit exceeded its fair value.

Goodwill Summary

For the years ended June 30, 2025 and 2024, goodwill was as follows:

Schedule of Goodwill

Balance - June 30, 2023	$	-
Acquisition of FHVH		897,542
Balance - June 30, 2024		897,542
Acquisition of SWC		3,714,027
Acquisition of Skytech		790,150
Impairment charge - FHVH		(897,542	)
Balance - June 30, 2025		4,504,177

- Definition

The entire disclosure for business combination.

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