SEC Comment Letter for NightFood Holdings, Inc. (NGTF) (CIK 0001593001) (NGTF) — Jul 26, 2022
NightFood Holdings, Inc. (NGTF) (CIK 0001593001)
Date: July 26, 2022 · CIK: 0001593001 · Accession: 0000000000-22-007802
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Reasoning
File numbers found in text: 024-11941
Letter
United States securities and exchange commission logo July 26, 2022 Sean Folkson Chief Executive Officer NightFood Holdings, Inc. 520 White Plains Road, Suite 500 Tarrytown, New York 10591 Re:NightFood Holdings, Inc. Offering Statement on Form 1-A Filed July 18, 2022 File No. 024-11941 Dear Mr. Folkson: This is to advise you that we do not intend to review your offering statement. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. Please contact Gregory Herbers at 202-551-8028 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Stephen E. Fox
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United States securities and exchange commission logo
July 26, 2022
Sean Folkson
Chief Executive Officer
NightFood Holdings, Inc.
520 White Plains Road, Suite 500
Tarrytown, New York 10591
Re:NightFood Holdings, Inc.
Offering Statement on Form 1-A
Filed July 18, 2022
File No. 024-11941
Dear Mr. Folkson:
This is to advise you that we do not intend to review your offering statement.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Stephen E. Fox