[SCHEDULE 13D/A] HALL OF FAME REST&ENT WTS SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Reporting persons disclosed ongoing discussions with buyer parties and guarantor about potential cures and additional funding, indicating active engagement to resolve the issue
• Comprehensive beneficial ownership disclosure clarifies the scale of holdings and the securities (warrants, convertible notes) that are included in percentage calculations

Negative

• Buyer delivered Notice of Intent to Terminate the Merger Agreement citing issuer's failure to perform, creating a risk that the merger will be terminated effective September 17, 2025
• No assurance that discussions will yield a solution or sufficient working capital, indicating potential short-term liquidity risk for the issuer
• Significant concentration of ownership and convertible securities (e.g., CH Capital 12,380,981 shares = 67.6%; Stuart Lichter 14,152,264 shares = 73.1% on stated basis) could materially affect control and outcomes if transactions proceed or collapse

Insights

M&A Specialist

TL;DR: Merger at risk; buyer signaled termination unless breach is cured by Sept 17, 2025.

The Notice of Intent to Terminate the Merger Agreement is a material development: it places the previously announced transaction in jeopardy and creates immediate execution risk. The buyer invoked a contractual termination right for the Issuer's alleged failure to perform and set a termination effective date, which could relieve the buyer of merger obligations and any related funding commitments. Although discussions about cure and additional funding are ongoing, the filing explicitly states there is no assurance of a resolution. For counterparties and lenders, the near-term liquidity outlook and covenant compliance should be reassessed; for shareholders, potential dilution assumptions embedded in the reporting persons' beneficial ownership calculations may change depending on whether the merger and related financings proceed.

Corporate Governance Expert

TL;DR: Governance implications include heightened default risk and potential shifts in control dynamics if the merger terminates.

The formal notice signals a significant contractual dispute with investor/strategic counterparties. The filing reiterates concentrated ownership and extensive convertible instruments controlled by affiliated entities and Stuart Lichter, which affects control calculations and responses to the termination. The issuer's discussions with buyer/guarantor over cures and funding highlight governance pressure points: board decision-making on remedial financings, disclosure obligations, and stakeholder communications are now urgent. The public notice of the buyer's intent to terminate increases regulatory and market scrutiny and may accelerate requests for board-level transparency on liquidity and contingency plans.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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
14th Floor, 1201 Peachtree St. NW,
Atlanta, GA, 30309
(404) 572-6600

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

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)

09/05/2025

(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 840,168.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 840,168.00

11

Aggregate amount beneficially owned by each reporting person

840,168.00

12

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

13

Percent of class represented by amount in Row (11)

12.3 %

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 840,168.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 840,168.00

11

Aggregate amount beneficially owned by each reporting person

840,168.00

12

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

13

Percent of class represented by amount in Row (11)

12.3 %

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 18,521.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,521.00

11

Aggregate amount beneficially owned by each reporting person

18,521.00

12

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

13

Percent of class represented by amount in Row (11)

0.3 %

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 12,380,981.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,380,981.00

11

Aggregate amount beneficially owned by each reporting person

12,380,981.00

12

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

13

Percent of class represented by amount in Row (11)

67.6 %

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 477,165.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 477,165.00

11

Aggregate amount beneficially owned by each reporting person

477,165.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

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 421,796.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 421,796.00

11

Aggregate amount beneficially owned by each reporting person

421,796.00

12

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

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 40619L102

1

Name of reporting person

Stuart Lichter

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 14,152,264.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,152,264.00

11

Aggregate amount beneficially owned by each reporting person

14,152,264.00

12

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

13

Percent of class represented by amount in Row (11)

73.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Percentage based on 6,698,645 shares of Common Stock issued and outstanding as of March 21, 2025, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 26, 2025. Information regarding shares of Common Stock issuable in respect of convertible debt and warrants based on information reported by the Issuer, including interest accruals and principal balance of convertible debt with interest paid in kind. (2) Each of IRG Canton Village Member, LLC ("IRG Canton Village Member") and IRG Canton Village Manager, LLC ("IRG Canton Village Manager") may be deemed to beneficially own 683,083 shares of Common Stock held by HOF Village, LLC through the IRG Canton Village Member's indirect (approximately 74.9%) ownership interest therein and IRG Canton Village Manager's role as manager of IRG Canton Village Member. For similar reasons, each may also be deemed to beneficially own 157,085 shares of Common Stock issuable upon the exercise of 2,432,500 Series A warrants held by HOF Village, LLC with an exercise price of $253.11 per share. The warrants are exercisable within 60 days. Each of IRG Canton Village Member and IRG Canton Village Manager disclaims beneficial ownership of all shares held by HOF Village, LLC, except to the extent of any actual pecuniary interest. For purposes of calculating their percentage ownership, the shares outstanding of the Issuer include the shares of Common Stock issuable upon the exercise of the Series A warrants. (3) American Capital Center, LLC beneficially owns 18,521 shares of the Issuer's Common Stock. (4) CH Capital Lending, LLC ("CH Capital") beneficially owns (a) 751,168 shares of Common Stock, (b) 94,743 shares of Common Stock issuable upon conversion of a $14,388,042 principal amount (as of March 31, 2025) convertible note (the "Convertible Note") with a conversion rate of 6.5849 shares of Common Stock per $1,000 principal amount, (c) 455,867 shares of Common Stock issuable upon the exercise of Series C warrants with an exercise price of $12.77 per share, (d) 111,321 shares of Common Stock issuable upon the exercise of Series D warrants with an exercise price of $12.77 per share, (e) 45,419 shares of Common Stock issuable upon the exercise of Series E warrants with an exercise price of $12.77 per share, (f) 521,493 shares of Common Stock issuable upon conversion of 15,000 shares of Series C Preferred Stock with a conversion price of $33.01 per share (including shares issuable in respect of accrued and unpaid dividends), (g) 4,676,757 shares of Common Stock issuable upon conversion of $17,023,398 principal amount (as of March 31, 2025) under the Third Amendment to Second Amended and Restated Secured Cognovit Promissory Note, dated March 17, 2023, as amended (the "2020 Term Loan Note") with a conversion price of $3.64 per share, (h) 3,275,040 shares of Common Stock issuable upon conversion of $11,921,148 principal amount (as of March 31, 2025) under the First Amended and Restated Promissory Note, dated December 8, 2023 (the "2022 Term Loan Note") with a conversion price of $3.64 per share, (i) 1,077,233 shares of Common Stock issuable upon conversion of a $13,756,271 principal amount (as of March 31, 2025) under the Business Loan Agreement, dated June 16, 2022, as amended (the "Bridge Loan") with a conversion price of $12.77 per share, (j) 933,434 shares of Common Stock issuable upon the conversion of a promissory note with an outstanding amount of $11,919,960 (as of March 31, 2025) with a conversion price of $12.77 per share (the "Hotel II Note"), and (k) 438,506 shares of Common Stock issuable upon the conversion of a promissory note with an outstanding amount of $5,599,731 (as of March 31, 2025) with a conversion price of $12.77 per share (the "Split Note"). The convertible note, the Series C Preferred Stock, the 2020 Term Loan Note, the 2022 Term Loan Note, the Bridge Loan, the Hotel II Note and the Split Note are convertible, and the Series C, Series D and Series E warrants are exercisable within 60 days. For purposes of calculating its percentage ownership, the shares outstanding of the Issuer include the shares of Common Stock issuable upon the exercise of the warrants and the conversion of the Convertible Note, the Series C Preferred Stock, the 2020 Term Loan Note, the 2022 Term Loan Note, the Bridge Loan, the Hotel II Note and the Split Note. (5) IRG, LLC ("IRG") beneficially owns (a) 15,950 shares of the Issuer's Common Stock, (b) 438,506 shares of Common Stock issuable upon the conversion of $5,599,731 principal amount (as of March 31, 2025) promissory note with a conversion price of $12.77 per share, and (c) 22,709 shares of Common Stock issuable upon the exercise of Series E warrants with an exercise price of $12.77 per share. The convertible note and the Series E warrants are exercisable within 60 days. For purposes of calculating its percentage ownership, the shares outstanding of the Issuer include the shares of Common Stock issuable upon the exercise of the Series E warrants and the conversion of the convertible promissory note. (6) Midwest Lender Fund, LLC ("MLF") beneficially owns (a) 5,681 shares of the Issuer's Common Stock, (b) 5,677 shares of the Common Stock issuable upon the exercise of Series G warrants with an exercise price of $12.77 per share, and (c) 410,438 shares of Common Stock issuable upon the conversion of $5,241,300 principal amount (as of March 31, 2025) promissory note with a conversion price of $12.77 per share. For purposes of calculating its percentage ownership, the shares outstanding of the Issuer include the shares of Common Stock issuable upon the exercise of the Series G warrants and the conversion of the convertible promissory note. (7) Mr. Lichter beneficially owns 9,090 shares of Common Stock and 4,543 shares of Common Stock issuable upon the exercise of Series B warrants with an exercise price of $30.81 per share. The Series B warrants are exercisable within 60 days. Mr. Lichter may be deemed to beneficially own (a) through his indirect ownership of membership interests in IRG, (i) 15,950 shares of Common Stock held by IRG, (ii) 22,709 shares of Common Stock issuable to IRG upon the exercise of Series E warrants with an exercise price of $12.77 per share and (iii) 438,506 shares of Common Stock issuable to IRG upon the conversion of $5,599,731 principal amount (as of March 31, 2025) promissory note with a conversion price of $12.77 per share, (b) through his beneficial ownership of membership interests in MLF, (i) 5,681 shares of Common Stock, (ii) 5,677 shares of Common Stock issuable to MLF upon the exercise of Series G warrants with an exercise price of $12.77 per share, and (iii) 410,438 shares of Common Stock issuable to MLF upon the conversion of $5,241,300 principal amount (as of March 31, 2025) promissory note with a conversion price of $12.77 per share, (c) through his indirect ownership of membership interests in CH Capital, (i) 751,168 shares of Common Stock, (ii) 455,867 shares of Common Stock issuable to CH Capital upon the exercise of Series C warrants with an exercise price of $12.77 per share, (iii) 111,321 shares of Common Stock issuable to CH Capital upon the exercise of Series D warrants with an exercise price of $12.77 per share, (iv) 45,419 shares of Common Stock issuable to CH Capital upon the exercise of Series E warrants with an exercise price of $12.77 per share, (v) 521,493 shares of Common Stock issuable to CH Capital upon conversion of 15,000 shares of Series C Preferred Stock with a conversion price of $33.01 per share (including shares issuable in respect of accrued and unpaid dividends), (vi) 4,676,757 shares of Common Stock issuable to CH Capital upon conversion of a $17,023,398 principal amount (as of March 31, 2025) pursuant to the 2020 Term Loan Note with a conversion price of $3.64 per share, (vii) 3,275,040 shares of Common Stock issuable to CH Capital upon conversion of a $11,921,148 principal amount (as of March 31, 2025) pursuant to the 2022 Term Loan Note with a conversion price of $3.64 per share, (viii) 1,077,233 shares of Common Stock issuable to CH Capital upon conversion of a $13,756,271 principal amount (as of March 31, 2025) under the Bridge Loan with a conversion price of $12.77 per share, (ix) 94,743 shares of Common Stock issuable to CH Capital upon the conversion of a $14,388,042 principal amount (as of March 31, 2025) pursuant to the Convertible Note with a conversion rate of 6.5849 shares of Common Stock per $1,000 principal amount, (x) 933,434 shares of Common Stock issuable upon the conversion of a promissory note with an outstanding amount of $11,919,960 (as of March 31, 2025) under the Hotel II Note with a conversion price of $12.77 per share, and (xi) 438,506 shares of Common Stock issuable upon the conversion of a promissory note with an outstanding amount of $5,599,731 (as of March 31, 2025) under the Split Note with a conversion price of $12.77 per share, and (d) 18,521 shares of Common Stock through his indirect control over American Capital Center, LLC. The Convertible Note, the Series C Preferred Stock, the 2020 Term Loan Note, the 2022 Term Loan Note, the Bridge Loan, the Hotel II Note and the Split Note are convertible, and the Series C, D and E warrants are exercisable within 60 days. Mr. Lichter may also be deemed to beneficially own 683,083 shares of Common Stock through his indirect ownership interest in IRG Canton Village Member, which in turn owns approximately a 74.9% interest in HOF Village, LLC. HOF Village, LLC owns 683,083 shares of Common Stock. He may also be deemed to beneficially own 157,085 shares of Common Stock issuable upon the exercise of 2,432,500 Series A warrants held by HOF Village, LLC with an exercise price of $253.11 per share. The Series A warrants are exercisable within 60 days. Mr. Lichter disclaims beneficial ownership of all shares held by IRG Canton Village Member, IRG Canton Village Manager, CH Capital, IRG, MLF, and American Capital Center, LLC, except to the extent of any actual pecuniary interest. For purposes of calculating his percentage ownership, the shares outstanding of the Issuer include the shares of Common Stock issuable upon the exercise and/or conversion of (a) the Series B warrants to Mr. Lichter, (b) the Series C, Series D and Series E warrants to CH Capital, (c) the Series C Preferred Stock to CH Capital, (d) the Convertible Note, 2020 Term Loan Note, 2022 Term Loan Note, Bridge Loan, Hotel II Note and Split Note to CH Capital, (e) the Series G warrants to MLF, (f) the convertible promissory note to MLF, (g) the Series A warrants to HOF Village, LLC, and (h) the convertible promissory note to IRG.

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. 7 (this "Amendment No. 7") 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", and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5, the "Schedule 13D"). This Amendment No. 7 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 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented to incorporate the following: As previously disclosed, on May 7, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with HOFV Holdings, LLC, a Delaware limited liability company ("Parent"), Omaha Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub", and together with Parent, the "Buyer Parties"), and, solely as guarantor of certain of Parent's obligations under the Merger Agreement, CH Capital Lending, LLC, a Delaware limited liability company ("Guarantor"). On September 5, 2025, Parent delivered the Notice of Intent to Terminate Merger Agreement and Non-Extension of Note & Security Agreement, a copy of which is attached hereto as Exhibit 99.57 (the "Notice"). Pursuant to the Notice, the Buyer Parties and Guarantor provided written notice of their intention to terminate the Merger Agreement under Section 8.1(e) thereof due to the Issuer's failure to perform its obligations thereunder. As set forth in the Notice, Parent intends to terminate the Merger Agreement effective as of September 17, 2025 (the "Termination Date"), unless the Issuer cures such breach prior to the Termination Date. The Issuer is currently discussing with the Buyer Parties and Guarantor possible solutions to address the default under the Merger Agreement and to receive additional funding, however, there can be no assurance that any such arrangements will materialize or provide sufficient working capital to support the Issuer's operations on a short-term basis. The foregoing information is a summary of the Notice described above, is not complete, and is qualified in its entirety by reference to the full text of the Notice, a copy of which is attached hereto as Exhibit 99.57 and incorporated herein by reference. Readers should review such Notice for a complete understanding of the terms and conditions associated with such transaction.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: The information disclosed under Item 4 above is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	The following documents are filed as appendices and exhibits (or incorporated by reference herein): Exhibit 99.57 Notice of Intent to Terminate Merger Agreement and Non-Extension of Note and Security Agreement, dated September 5, 2025 (incorporated by reference to Exhibit 99.1 of the Issuer's Form 8-K (001-38363), filed with the Commission on September 9, 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:	09/09/2025

IRG Canton Village Member, LLC

Signature:	/s/ Stuart Lichter
Name/Title:	Stuart Lichter/President
Date:	09/09/2025

American Capital Center, LLC

Signature:	/s/ Richard Klein
Name/Title:	Richard Klein/Chief Financial Officer
Date:	09/09/2025

CH Capital Lending, LLC

Signature:	/s/ Richard Klein
Name/Title:	Richard Klein/Chief Financial Officer
Date:	09/09/2025

IRG, LLC

Signature:	/s/ Stuart Lichter
Name/Title:	Stuart Lichter/President
Date:	09/09/2025

Midwest Lender Fund, LLC

Signature:	/s/ Stuart Lichter
Name/Title:	Stuart Lichter/President
Date:	09/09/2025

Stuart Lichter

Signature:	/s/ Stuart Lichter
Name/Title:	Stuart Lichter, an individual
Date:	09/09/2025

FAQ

What did the Notice of Intent to Terminate the Merger Agreement say for HOFVW?

The Notice stated the buyer parties intend to terminate the Merger Agreement due to the Issuer's alleged failure to perform and intend termination effective September 17, 2025 unless the Issuer cures the breach before that date.

Is there certainty the merger will be terminated?

No; the filing states the parties are discussing possible solutions and additional funding but expressly says there is no assurance any arrangements will materialize.

Who are the key reporting persons and how much do they beneficially own?

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 convertible instruments.

What is the effective date for the potential termination?

The buyer parties stated the Merger Agreement would be terminated effective September 17, 2025 unless the Issuer cures the alleged breach before that date.

Does the filing describe the nature of the alleged breaches?

The filing summarizes that termination is due to the Issuer's failure to perform under the Merger Agreement but refers readers to the full Notice (Exhibit 99.57) for complete terms and details.