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SEC Company Response from NightFood Holdings, Inc. (NGTF) (CIK 0001593001) (NGTF) — Jun 11, 2021

NightFood Holdings, Inc. (NGTF) (CIK 0001593001)
Date: June 11, 2021 · CIK: 0001593001 · Accession: 0001213900-21-032099

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File numbers found in text: 333-256548

Date
June 11, 2021
Author
Sean Folkson
Form
CORRESP
Company
NightFood Holdings, Inc. (NGTF) (CIK 0001593001)

Letter

Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-256548) of Nightfood Holdings, Inc. (the “Registrant”)

June 11, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Registrant hereby requests that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on Monday, June 14, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

The Registrant acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing and (iii) the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call the undersigned at (888) 888-6444 with any questions regarding this matter.

Very truly yours,
NIGHTFOOD HOLDINGS, INC.

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CORRESP
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filename1.htm

                                  June 11, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-256548)
of Nightfood Holdings, Inc. (the “Registrant”)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, the Registrant hereby requests that the effectiveness of the above-captioned Registration
Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on
Monday, June 14, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

The Registrant acknowledges
that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, (ii) the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing and (iii) the Registrant may
not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please call the undersigned at (888) 888-6444
with any questions regarding this matter.

    Very truly yours,

    NIGHTFOOD HOLDINGS, INC.

    By:
    /s/ Sean Folkson

    Name: Sean Folkson

    Title: Chief Executive Officer

520 White Plains Road, Suite 500, Tarrytown,
NY 10591

888-888-6444

www.nightfood.com