Amendment: SEC Form SC 13E3/A filed by Hall of Fame Resort & Entertainment Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13E-3

(Amendment No. 4) 

Rule 13e-3 Transaction Statement Under to Section 13(e) of the

Securities Exchange Act of 1934

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

(Name of the Issuer)

Hall of Fame Resort & Entertainment Company

HOFV Holdings, LLC

Omaha Merger Sub, Inc.

IRG Canton Village Manager, LLC

IRG Canton Village Member, LLC

American Capital Center, LLC

CH Capital Lending, LLC

IRG, LLC

Midwest Lender Fund, LLC

Stuart Lichter

(Names of Persons Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

40619L201

(CUSIP Number of Class of Securities)

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.

Introduction

This Amendment No. 4 to the Transaction Statement on Schedule 13E-3 (as amended hereby, this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), by (1) Hall of Fame Resort & Entertainment Company (the “Company”); (2) HOFV Holdings, LLC, a Delaware limited liability company (“Parent”), (3) Omaha Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (4) IRG Canton Village Manager, LLC, a Delaware limited liability company, (5) IRG Canton Village Member, LLC, a Delaware limited liability company, (6) American Capital Center, LLC, a Delaware limited liability company, (7) CH Capital Lending, LLC, a Delaware limited liability company (“CHCL”), (8) IRG, LLC, a Nevada limited liability company, (9) Midwest Lender Fund, LLC, a Delaware limited liability company, and (10) Stuart Lichter (“Mr. Lichter”) (each of (1) through (10) a “Filing Person,” and collectively, the “Filing Persons”). Parent and its affiliates control approximately 22.1% of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (which we refer to as a “share” or, collectively, “shares”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of May 7, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Merger Sub and, solely as guarantor of certain of Parent’s obligations under the Merger Agreement, CHCL.

Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Amendment No. 4. All information set forth in this Amendment No. 4 should be read together with the information contained or incorporated by reference in the Transaction Statement.

While each of the Filing Persons acknowledges that the merger is a going private transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

Item 15. Additional Information

Regulation M-A Item 1011

(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

On September 5, 2025, Parent and certain of its affiliates delivered to the Company a Notice of Intent to Terminate Merger Agreement and Non-Extension of Note & Security Agreement (the “Notice”) "), a copy of which is attached hereto as Exhibit (a)(5). Pursuant to the Notice, Parent provided written notice of its intention to terminate the Merger Agreement under Section 8.1(e) due to the Company’s failure to perform its obligations thereunder. Specifically, the Company has failed to satisfy its obligations under Section 7.2(g) of the Merger Agreement which requires the Company to obtain executed consents from the third parties listed on Schedule 7.2(g), including, without limitation, all holders of the Company’s 8% Convertible Notes due 2025 issued July 1, 2020 (as such notes may be amended from time to time, the “PIPE Notes”). These consents are material to the Merger, and the failure to obtain them constitutes a material breach of the Company’s obligations under Section 7.2(b). As a result, and in accordance with Section 8.1(e), Parent notified the Company of Parent’s intention to terminate the Merger Agreement effective as of September 17, 2025 (the “Termination Date”), unless the Company cures such breach prior to the Termination Date.

On September 16, 2025, Parent and certain of its affiliates delivered to the Company a letter (the "Letter"), a copy of which is attached hereto as Exhibit (a)(6). Pursuant to the Letter, the Termination Date under the Notice had been extended to September 30, 2025, and further, Parent agreed to forbear from exercising its rights and remedies under the Merger Agreement, prior to such date, absent any earlier default by the Company of any of its obligations under and pursuant to the Merger Agreement other than the obligations arising under Section 7.2(g) of the Merger Agreement with respect to receipt of third party consents to the transaction from the holders of the Company's 8% Convertible Notes due 2025.

The foregoing information is a summary of the material terms of the Notice and the Letter described above, is not complete, and is qualified in its entirety by reference to the full text of the Notice and the Letter, attached hereto as Exhibit (a)(5) and Exhibit (a)(6) and incorporated herein by reference. Readers should review the Notice and the Letter for a complete understanding of the terms and conditions therein.

On September 16, 2025, the Company convened its special meeting of stockholders (the “Special Meeting”) for the following purposes: (i) to consider and vote on the proposal to adopt the Merger Agreement, (ii) to consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger (the “Compensation Proposal”), and (iii) to consider and vote on any proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

At the Special Meeting, the stockholders of the Company approved the Compensation Proposal and the Adjournment Proposal. The Company then adjourned the Special Meeting until September 24, 2025, at 10:00 a.m., Eastern Time, in order to allow the Company to solicit additional proxies with respect to the proposal to adopt the Merger Agreement. Stockholders will be able to attend virtually and vote at the reconvened Special Meeting using the same process in place for the originally scheduled Special Meeting, the details of which are set forth in the Proxy Statement. The Company does not intend to change the record date for the Special Meeting.

On September 17, 2025, the Company filed with the SEC a Current Report on Form 8-K regarding the Special Meeting results, which is attached hereto as an Exhibit (a)(7). The disclosure under Item 5.07 of Form 8-K is hereby incorporated by reference. On September 17, 2025, the Company also sent an email to its stockholders encouraging them to vote their shares, a copy of which is attached hereto as an Exhibit (a)(8).

Item 16. Exhibits

Regulation M-A Item 1016

(a)(1) Definitive Proxy Statement of Hall of Fame Resort & Entertainment Company (the “Proxy Statement”) (incorporated herein by reference to the Schedule 14A filed concurrently with the SEC).

(a)(2) Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).

(a)(3) Press Release, dated May 8, 2025 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed May 8, 2025 and incorporated herein by reference).

(a)(4) Letter to Partners, dated May 8, 2025 (filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed May 8, 2025 and incorporated herein by reference).

(a)(5) Notice of Intent to Terminate Merger Agreement and Non-Extension of Note and Security Agreement, dated September 5, 2025 (filed as Exhibit 99.1 to Form 8-K filed on September 9, 2025 and incorporated herein by reference).

(a)(6) Letter, dated September 16, 2025, from HOFV Holdings, LLC, CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC (filed as Exhibit 99.1 to Form 8-K filed on September 17, 2025 and incorporated herein by reference).

(a)(7) Current Report on Form 8-K, dated September 17, 2025 (incorporated herein by reference).

(a)(8) Email to Stockholders, dated September 17, 2025 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed September 18, 2025 and incorporated herein by reference).

(c)(1) Opinion of Wedbush Securities Inc. to the Special Committee of the Board of Directors of the Company, dated May 7, 2025 (included as Annex C to the Proxy Statement and incorporated herein by reference).

(c)(2)+ Discussion Materials of Wedbush Securities Inc. to the Special Committee of the Board of Directors of the Company, dated May 7, 2025. 

(d)(1) Agreement and Plan of Merger, dated as of May 8, 2025, by and among Hall of Fame Resort & Entertainment Company, Parent Holdings, LLC and Omaha Merger Sub, Inc. (incorporated herein by reference to Annex A of the Proxy Statement).

(d)(2) Voting Agreement, dated as of May 7, 2025, by and among Parent Holdings, LLC, Omaha Merger Sub, Inc., Hall of Fame Resort & Entertainment Company, and the holders of Company Common Stock signatory thereto (incorporated herein by reference to Annex B of the Proxy Statement).

(d)(3) Term Loan Agreement, dated December 1, 2020, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, and Aquarian Credit Funding LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on December 3, 2020). 

(d)(4) Amendment Number 1 to Term Loan Agreement, dated January 28, 2021, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, Aquarian Credit Funding LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.36 of the Company’s Post-Effective Amendment No. 3 to Form S-1 Registration Statement (File No. 333-249133), filed with the Commission on July 22, 2021). 

(d)(5) Amendment Number 2 to Term Loan Agreement, dated February 15, 2021, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, Aquarian Credit Funding LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.37 of the Company’s Post-Effective Amendment No. 3 to Form S-1 Registration Statement (File No. 333-249133), filed with the Commission on July 22, 2021). 

(d)(6) Amendment Number 3 to Term Loan Agreement, dated as of August 30, 2021 among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, Aquarian Credit Funding LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on September 1, 2021). 

(d)(7) Amendment Number 4 to Term Loan Agreement, dated as of August 30, 2021 among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, Aquarian Credit Funding LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on September 1, 2021). 

(d)(8) Amendment Number 5 to Term Loan Agreement, dated as of December 15, 2021 among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, Aquarian Credit Funding LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (001-38363), filed with the Commission on December 16, 2021). 

(d)(9) Amendment Number 6 to Term Loan Agreement, dated as of March 1, 2022, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on March 2, 2022). 

(d)(10) Amendment Number 7 to Term Loan Agreement, dated as of August 5, 2022, among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, certain of its subsidiaries, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.9 of the Company’s Form S-3 Registration Statement (File No. 333-266750), filed with the Commission on August 10, 2022). 

(d)(11) Amendment Number 8 to Term Loan Agreement, effective as of November 7, 2022, by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC and HOF Village Youth Fields, LLC, as borrower, in favor of CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K (File No. 001-38363), filed with the Commission on March 22, 2023).

(d)(12) Amendment Number 9 to Term Loan Agreement, dated December 8, 2023 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on December 14, 2023).  

(d)(13) Amendment Number 10 to Term Loan Agreement, dated January 11, 2024 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on January 18, 2024).  

(d)(14) Amendment Number 11 to Term Loan Agreement, dated January 17, 2024 by Hall of Fame Resort & Entertainment Company and HOF Village Newco, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K (001-38363), filed with the Commission on January 18, 2024).  

(d)(15) Amendment Number 12 to Term Loan Agreement, dated February 1, 2024 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024). 

(d)(16) Amendment Number 13 to Term Loan Agreement, dated February 28, 2024 by Hall of Fame Resort & Entertainment Company and HOF Village Newco, LLC, collectively as borrower, and CH Capital Lending, LLC, as administrative agent and lender (incorporated by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024) 

(d)(17) Loan Agreement, dated September 27, 2022, among HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers, and The Huntington National Bank, as lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on September 29, 2022). 

(d)(18) Promissory Note, dated September 27, 2022, issued by HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers, to The Huntington National Bank, as lender (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (001-38363), filed with the Commission on September 29, 2022). 

(d)(19) Assignment of Note, Security Instruments and Other Loan Documents, dated September 22, 2023, by The Huntington National Bank to and in favor of CH Capital Lending, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023). 

(d)(20) Joinder and First Amendment to Loan Agreement, dated September 21, 2023 by and among HOF Village Retail I, LLC, HOF Village Retail II, LLC, Hall of Fame Resort & Entertainment Company, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023). 

(d)(21) Second Amendment to Loan Agreement, dated October 6, 2023 by and among HOF Village Retail I, LLC, HOF Village Retail II, LLC, Hall of Fame Resort & Entertainment Company, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023). 

(d)(22) Third Amendment to Loan Agreement, dated October 16, 2023 by and among HOF Village Retail I, LLC, HOF Village Retail II, LLC, Hall of Fame Resort & Entertainment Company, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q (001-38363), filed with the Commission on November 14, 2023). 

(d)(23) Fourth Amendment to Loan Agreement, dated November 21, 2023, among HOF Village Retail I, LLC, HOF Village Retail II, LLC and Hall of Fame Resort & Entertainment Company, as borrowers and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.68 of the Company’s Annual Report on Form 10-K (001-38363), filed with the Commission on March 25, 2024). 

(d)(24) Fifth Amendment to Loan Agreement, dated December 8, 2023 by and among Hall of Fame Resort & Entertainment Company, HOF Village Retail I, LLC, HOF Village Retail II, LLC, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K (001-38363), filed with the Commission on December 14, 2023). 

(d)(25) Sixth Amendment to Loan Agreement, executed December 12, 2024 by and among Hall of Fame Resort & Entertainment Company, HOF Village Retail I, LLC, HOF Village Retail II, LLC, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on December 18, 2024). 

(d)(26) First Amended and Restated Promissory Note, dated December 8, 2023 by Hall of Fame Resort & Entertainment Company, HOF Village Retail I, LLC, HOF Village Retail II, LLC, collectively as borrower, and CH Capital Lending, LLC, as lender (incorporated by reference to Exhibit 10.90 of the Company’s Amendment No.1 to Annual Report on Form 10-K/A (001-38363), filed with the Commission on April 29, 2024). 

(d)(27) Joinder and First Amended and Restated Promissory Note, effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, and HOF Village Youth Fields, LLC to CH Capital Lending, LLC (incorporated by reference to Exhibit 10.13 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023). 

(d)(28) Second Amended and Restated Series C Warrant (No. 2020 W-1), effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to CH Capital Lending, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023). 

(d)(29) Second Amended and Restated Series C Warrant (No. 2020 W-1), effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to CH Capital Lending, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023). 

(d)(30) Joinder and Second Amended and Restated Secured COGNOVIT Promissory Note, effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC and HOF Village Youth Fields, LLC to IRG, LLC (incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023). 

(d)(31) Amended and Restated Series E Warrant (Series E No. W-2), effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to CH Capital Lending, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023). 

(d)(32) Backup Promissory Note, effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, and HOF Village Youth Fields, LLC to Midwest Lender Fund, LLC (incorporated by reference to Exhibit 10.12 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023)). 

(d)(33) Amended and Restated Series G Warrant, dated as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company to Midwest Lender Fund, LLC (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023). 

(d)(34) Omnibus Extension of Debt Instruments, dated April 7, 2024, by and among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, as borrowers, and CH Capital Lending, LLC, IRG, LLC, JKP Financial, LLC, and Midwest Lender Fund, LLC as lenders (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (001-38363), filed with the Commission on April 8, 2024). 

(d)(35) Omnibus Extension of Debt Instruments, dated March 31, 2025 among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC as borrowers and CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC as lenders (incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 13, 2025). 

(d)(36) Backup Joinder and First Amended and Restated Secured Cognovit Promissory Note, effective as of November 7, 2022, by and among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, as makers, and JKP Financial, LLC, as holder (incorporated by reference to Exhibit 10.8 of the Issuer's Form 8-K (001-38363), filed with the Commission on March 22, 2023). 

(d)(37) Joinder and Second Amended and Restated Secured COGNOVIT Promissory Note, effective as of November 7, 2022, issued by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC and HOF Village Youth Fields, LLC to JKP Financial, LLC (incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K (001-38363), filed with the Commission on March 22, 2023). 

(e) None.

(f)+ Section 262 of the Delaware General Corporation Act. 

(g) None.

(h) None.

107+ Filing Fee Table 

SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

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