Nightfood Holdings, Inc. (doing business as TechForce Robotics) entered a non-binding Letter of Intent (LOI) to acquire 51% of Jiun Jiang Enterprise Co., Ltd. (JJ Enterprise). The transaction is structured as a share exchange where JJ Enterprise becomes a majority-owned operating subsidiary. Initial consideration is based on a $20 million annual revenue run rate, implying a $100 million enterprise value, payable in Nightfood common stock. The deal includes performance-based earnouts tied to audited revenue milestones ranging from $50 million to $400 million, with implied enterprise values up to $1.2 billion. Closing is strictly contingent upon Nightfood successfully uplisting to a U.S. national securities exchange (e.g., Nasdaq).