[NT 10-Q] Hall of Fame Resort & Entertainment Co SEC Filing

Rhea-AI Filing Summary

Hall of Fame Resort & Entertainment Company filed a Form 12b-25 to notify that it will not file its Quarterly Report on Form 10-Q for the period ended September 30, 2025 within the required deadline or the usual five-day extension. The company cites resource limitations, employee turnover, and management’s focus on a previously announced merger with HOFV Holdings, LLC, Omaha Merger Sub, Inc., and CH Capital Lending, LLC as the main reasons for the delay. The merger agreement was disclosed earlier in a Form 8-K filed on May 8, 2025.

Insights

Equity & Disclosure Analyst

HOFV delays its Q3 2025 10-Q due to resource strain and merger focus.

Hall of Fame Resort & Entertainment Company reports that it cannot file its Form 10-Q for the period ended September 30, 2025 on time, even with the standard five-day extension. The company attributes this to resource limitations, employee turnover, and management attention devoted to executing a previously announced merger involving HOFV Holdings, LLC, Omaha Merger Sub, Inc., and CH Capital Lending, LLC.

This notice links ongoing operational capacity constraints with a major corporate transaction. While the merger was already disclosed, the delayed quarterly report may limit timely visibility into recent operating performance and cash flows until the 10-Q is ultimately filed. The filing does not provide quantitative guidance on results or specify any anticipated changes in operations beyond referencing the merger-related focus.

From a disclosure standpoint, investors will need to rely on earlier public information and the merger-related 8-K until the Q3 2025 10-Q becomes available. Subsequent company filings will clarify both the completed financials for the September 30, 2025 period and any updates to the merger process.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 001-38363

NOTIFICATION OF LATE FILING

☐ Form 10-K	☐ Form 20-F	☐ Form 11-K	☒ Form 10-Q
☐ Form 10-D	☐ Form N-SAR	☐ Form N-CSR

For Period Ended: September 30, 2025

☐ Transition Report on Form 10-K	☐ Transition Report on Form 10-Q
☐ Transition Report on Form 20-F	☐ Transition Report on Form N-SAR
☐ Transition Report on Form 11-K

For the Transition Period Ended:   

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _______________________________________

PART I

REGISTRANT INFORMATION

Full name of registrant	Hall of Fame Resort & Entertainment Company
Former name if applicable
Address of principal executive office	2014 Champions Gateway, Suite 100
City, state and zip code	Canton, OH 44708

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

As previously disclosed in its Current Report on Form 8-K filed on May 8, 2025 with the Commission, on May 7, 2025, Hall of Fame Resort & Entertainment Company (the “Company”) entered into an Agreement and Plan of Merger with HOFV Holdings, LLC, Omaha Merger Sub, Inc., and CH Capital Lending, LLC, pursuant to which Omaha Merger Sub, Inc. will merge with and into the Company (the “Merger”).

As a result of the Company’s resource limitations and employee turnover, along with management’s focus on the Merger, the Company is unable to file its Quarterly Report on Form 10-Q for the period ended September 30, 2025 within the prescribed time period or within the five day extension period permitted by the applicable rules of the Commission without unreasonable effort or expense.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Lisa Gould		(330)		458-9176
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Hall of Fame Resort & Entertainment Company

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 17, 2025		/s/ Lisa Gould
	By:	Lisa Gould
	Title:	Interim Chief Executive Officer