Hall Of Fame Resort & Entmt Co SEC Filings

Hall of Fame Resort & Entertainment Co. — Schedule 13D/A update. The filing reports updated beneficial ownership positions for multiple affiliated holders and details a new forbearance and termination-date extension tied to a pending merger agreement.

Ownership: CH Capital Lending, LLC reports beneficial ownership of 12,380,981 shares, representing 67.6% of the class. IRG, LLC reports 477,165 shares (6.7%), Midwest Lender Fund, LLC 421,796 shares (5.9%), IRG Canton Village Manager, LLC and IRG Canton Village Member, LLC each 840,168 shares (12.3%), and American Capital Center, LLC 18,521 shares (0.3%). Stuart Lichter, as an individual, reports beneficial ownership of 14,152,264 shares (73.1%). These amounts include shares issuable upon conversion or exercise within 60 days, as described.

Merger process update: The reporting persons state that a letter dated October 17, 2025 extended the previously noticed termination date to October 31, 2025, and Parent agreed to forbear from exercising rights and remedies under the merger agreement prior to that date, subject to stated exceptions.

Hall of Fame Resort & Entertainment Company amended its secured note with CH Capital Lending, increasing the facility amount from $20,000,000 to $22,000,000, allowing the Borrowers to request an additional $2,000,000 for general corporate purposes, subject to restrictions. The amendment also revised the maturity to the earliest of October 31, 2025 or specified merger-related milestones tied to noteholder consents and obligations under the merger agreement.

The Company and HOF Village Newco granted CH Capital Lending a security interest via a Membership Interests Pledge Agreement over certain subsidiary interests. Separately, the Buyer Parties extended their stated merger termination date to October 31, 2025 and agreed to forbear under the merger agreement until then, absent earlier default other than the third-party consent requirement for exchanging the 8% Convertible Notes due 2025.

The Company disclosed that failure to obtain these noteholder consents could materially harm liquidity and financial condition and may render the Company insolvent and unable to continue as a going concern.

Amendment No. 9 to the Schedule 13D reports that certain affiliated reporting persons holding a substantial majority of Hall of Fame Resort & Entertainment Co. (HOFV) common stock have updated the filing to disclose recent communications with the issuer. The reporting group delivered a Notice of Intent to Terminate a Merger Agreement on September 5, 2025, and subsequently extended the termination date by letter to October 17, 2025.

The letter attached as Exhibit 99.59 (summarized in Item 4) reflects that Parent agreed to forbear from exercising rights and remedies under the Merger Agreement prior to October 17, 2025, unless the issuer defaults earlier on obligations other than those related to obtaining third‑party consents from holders of the issuer's 8% Convertible Notes due 2025. The filing also discloses detailed beneficial ownership positions for multiple related entities and individuals, with Lichter Stuart and affiliated entities collectively reported as beneficial owners of 73.1% of the outstanding common stock on the stated basis.

The Form 8-K for Hall of Fame Resort & Entertainment Company (HOFV) reports two exhibits: an Eleventh Amendment to a Note & Security Agreement dated September 30, 2025 between the company and affiliated borrowers (HOF Village Newco, LLC; HOF Village Retail I, LLC; HOF Village Retail II, LLC) and CH Capital Lending, LLC as lender, and a letter dated September 30, 2025 from HOFV Holdings, LLC, CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC. No financial terms, amendments' details, or management commentary are included in the reported text.

Amendment No. 8 to Schedule 13D for Hall of Fame Resort & Entertainment Co (HOFV) updates the reporting groups disclosures and describes recent developments regarding the Merger Agreement. On September 5, 2025 the reporting parties delivered a Notice of Intent to Terminate the Merger Agreement and Non-Extension of a related Note & Security Agreement. On September 16, 2025 the reporting groups parent delivered a letter extending the termination date from September 17, 2025 to September 30, 2025 and agreeing to forbear from exercising remedies under the Merger Agreement prior to that date, except for obligations relating to receipt of third-party consents for holders of the Issuers 8% Convertible Notes due 2025. The letter is filed as Exhibit 99.58 and is incorporated by reference.

The filing also reports beneficial ownership details for multiple reporting persons, including that Lichter Stuart is attributed with 14,152,264 shares or 73.1% of the class (based on 6,698,645 shares outstanding as of March 21, 2025) when convertible instruments and warrants are included, CH Capital Lending, LLC beneficially owns 12,380,981 shares (67.6% when included instruments are counted), and other affiliated entities hold smaller percentages described in the filing.

Amendment No. 7 to a Schedule 13D updates prior disclosures by a group of related reporting persons regarding their holdings in Hall of Fame Resort & Entertainment Co. The filing reports that on May 7, 2025 the Issuer entered a Merger Agreement with HOFV Holdings, LLC and related buyer parties, and on September 5, 2025 those buyer parties delivered a Notice of Intent to Terminate the Merger Agreement citing the Issuer's failure to perform. The buyer parties intend to terminate the Merger Agreement effective September 17, 2025 unless the Issuer cures the alleged breach before that date. The filing states the parties are discussing potential solutions and additional funding but expressly warns there is no assurance any arrangements will materialize or provide sufficient short-term working capital. The filing also restates beneficial ownership details for the reporting persons, including that CH Capital Lending, LLC beneficially owns 12,380,981 shares (67.6%) and Stuart Lichter may be deemed to beneficially own 14,152,264 shares (73.1%) on a stated basis that includes numerous convertible instruments.