Hall of Fame Resort (NASDAQ: HOFV) holders file 13D/A showing 0% stake

Rhea-AI Filing Summary

Hall of Fame Resort & Entertainment Co. has a major shareholder group reporting that it no longer owns any of the company’s common stock. In this Schedule 13D/A Amendment No. 12, multiple related reporting persons, including IRG Canton Village entities, American Capital Center, CH Capital Lending, Midwest Lender Fund, IRG, LLC, and individual investor Stuart Lichter, each report beneficial ownership of 0 shares of Hall of Fame Resort & Entertainment common stock and 0.0% of the class.

The filing explains that, following the consummation of transactions under a Merger Agreement on December 31, 2025, these reporting persons no longer beneficially own any Hall of Fame Resort & Entertainment common stock. This amendment formally updates their prior Schedule 13D filings to reflect that they have ceased to be beneficial owners of the issuer’s equity securities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Hall of Fame Resort & Entertainment Co

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

40619L102

(CUSIP Number)

Rick Miller
Bryan Cave Leighton Paisner, 14th Floor, 1201 Peachtree St. NW
Atlanta, GA, 30309
(404) 572-6600

Amy Wilson
Bryan Cave Leighton Paisner, 14th Floor, 1201 Peachtree St. NW
Atlanta, GA, 30309
(404) 572-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 40619L102

1

Name of reporting person

IRG Canton Village Manager, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 40619L102

1

Name of reporting person

IRG Canton Village Member, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 40619L102

1

Name of reporting person

American Capital Center, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 40619L102

1

Name of reporting person

CH Capital Lending, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 40619L102

1

Name of reporting person

IRG, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 40619L102

1

Name of reporting person

Midwest Lender Fund, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 40619L102

1

Name of reporting person

Lichter Stuart

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Hall of Fame Resort & Entertainment Co
(c)	Address of Issuer's Principal Executive Offices: 2014 Champions Gateway, Suite 100, Canton, OHIO , 44708.
Item 1 Comment: This Amendment No. 12 (this "Amendment No. 12") relates to the Common Stock, par value $0.0001 per share (the "Company Common Stock"), of Hall of Fame Resort & Entertainment Company, a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons on July, 14, 2020 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed by the Reporting Persons on January 5, 2021 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed by the Reporting Persons on September 16, 2022 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D filed by the Reporting Persons on May 2, 2024 ("Amendment No. 3"), Amendment No. 4 to the Original Schedule 13D filed by the Reporting Persons on October 1, 2024 ("Amendment No. 4"), Amendment No. 5 to the Original Schedule 13D filed by the Reporting Persons on March 26, 2025 ("Amendment No. 5"), and Amendment No. 6 to the Original Schedule 13D filed by the Reporting Persons on May 12, 2025 ("Amendment No. 6"), Amendment No. 7 to the Original Schedule 13D filed by the Reporting Persons on September 9, 2025 ("Amendment No. 7"), Amendment No. 8 to the Original Schedule 13D filed by the Reporting Persons on September 18, 2025 ("Amendment No. 8"), Amendment No. 9 to the Original Schedule 13D filed by the Reporting Persons on October 1, 2025 ("Amendment No. 9"), Amendment No. 10 to the Original Schedule 13D filed by the Reporting Persons on October 24, 2025 ("Amendment No. 10") and Amendment No. 11 to the Original Schedule 13D filed by the Reporting Persons on November 24, 2025 ("Amendment No. 11", together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, the "Schedule 13D"). This Amendment No. 12 amends and supplements the Schedule 13D as follows. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2(a) of the Original Schedule 13D is amended and restated in its entirety as follows: The Reporting Persons do not beneficially own any shares of Common Stock.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented to incorporate the following: On December 31, 2025, the transactions contemplated by the Merger Agreement were consummated. Following the consummation of those transactions, the Reporting Persons do not beneficially own any shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is amended and restated in its entirety as follows:
(b)	The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule are incorporated herein by reference.
(c)	Except as reported herein, the Reporting Person has not effected transactions in Common Stock during the past 60 days.
(d)	Not applicable.
(e)	December 31, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

IRG Canton Village Manager, LLC

Signature:	/s/ Stuart Lichter
Name/Title:	Stuart Lichter/President
Date:	01/02/2026

IRG Canton Village Member, LLC

Signature:	/s/ Stuart Lichter
Name/Title:	Stuart Lichter/President
Date:	01/02/2026

American Capital Center, LLC

Signature:	/s/ Richard Klein
Name/Title:	Richard Klein/Chief Financial Officer
Date:	01/02/2026

CH Capital Lending, LLC

Signature:	/s/ Richard Klein
Name/Title:	Richard Klein/Chief Financial Officer
Date:	01/02/2026

IRG, LLC

Signature:	/s/ Stuart Lichter
Name/Title:	Stuart Lichter/President
Date:	01/02/2026

Midwest Lender Fund, LLC

Signature:	/s/ Stuart Lichter
Name/Title:	Stuart Lichter/President
Date:	01/02/2026

Lichter Stuart

Signature:	/s/ Stuart Lichter
Name/Title:	Stuart Lichter, an individual
Date:	01/02/2026

FAQ

What does this Schedule 13D/A filing say about HOFV’s major holder ownership?

The filing states that the reporting persons, including several IRG-related entities and Stuart Lichter, now beneficially own 0 shares of Hall of Fame Resort & Entertainment Co. common stock, representing 0.0% of the class.

Which security of Hall of Fame Resort & Entertainment Co. (HOFV) is covered in this Schedule 13D/A?

The filing covers Hall of Fame Resort & Entertainment Co.’s common stock, $0.0001 par value.

Why did the reporting persons file Amendment No. 12 for HOFV?

Amendment No. 12 updates prior Schedule 13D filings to state that the reporting persons no longer beneficially own any shares of Hall of Fame Resort & Entertainment common stock.

What event led to the reporting persons ceasing to own HOFV common stock?

The filing explains that on December 31, 2025, the transactions contemplated by a Merger Agreement were consummated, after which the reporting persons no longer beneficially owned any Hall of Fame Resort & Entertainment common stock.

Who are the key reporting persons named in this HOFV Schedule 13D/A amendment?

Named reporting persons include IRG Canton Village Manager, LLC, IRG Canton Village Member, LLC, American Capital Center, LLC, CH Capital Lending, LLC, IRG, LLC, Midwest Lender Fund, LLC, and Stuart Lichter, among others.

What is the reported percentage of HOFV common stock owned by each reporting person after the merger?

Each reporting person lists an aggregate amount beneficially owned of 0.00 shares, representing 0.0% of the outstanding common stock.

What is the date of the event that triggered this HOFV Schedule 13D/A Amendment No. 12?

The date of the event requiring this statement is listed as December 31, 2025, when the merger-related transactions were consummated.