SCHEDULE: HOFV Merger Termination Extended to September 30

HOFV Holdings and affiliates have extended the termination date for the Hall of Fame Resort & Entertainment Co merger agreement to September 30, 2025, providing a temporary reprieve.

Summary

• This is Amendment No. 8 to the Schedule 13D filing for Hall of Fame Resort & Entertainment Co, updating previous disclosures regarding beneficial ownership and a merger agreement.
• HOFV Holdings, LLC ("Parent") and its affiliates previously delivered a Notice of Intent to Terminate Merger Agreement and Non-Extension of Note & Security Agreement on September 5, 2025.
• On September 16, 2025, Parent and affiliates delivered a letter extending the termination date of the merger agreement from September 17, 2025, to September 30, 2025.
• Parent also agreed to forbear from exercising its rights and remedies under the Merger Agreement until September 30, 2025.
• This forbearance is conditional, explicitly excluding any default by the Issuer on obligations arising under Section 7.2(g) of the Merger Agreement, which pertains to obtaining third-party consents from holders of the Issuer's 8% Convertible Notes due 2025.
• Stuart Lichter, through various entities, beneficially owns 14,152,264 shares, representing 73.1% of the common stock.
• CH Capital Lending, LLC is the largest direct beneficial owner among the entities, holding 12,380,981 shares, or 67.6% of the common stock.
• The percentage ownership calculations are based on 6,698,645 shares of Common Stock issued and outstanding as of March 21, 2025, plus shares issuable from various convertible debt instruments and warrants.

Sentiment

Score: 4

Explanation: The extension of a merger termination date provides a brief positive, but the underlying notice of intent to terminate and the unresolved condition regarding third-party consents indicate significant ongoing uncertainty and risk. It's a temporary deferral of a negative event rather than a clear positive development.

Positives

• The termination date for the merger agreement has been extended from September 17, 2025, to September 30, 2025, offering a brief additional period for resolution.
• Parent has agreed to forbear from exercising its rights and remedies under the Merger Agreement until the new termination date, provided no new defaults occur (excluding the specific third-party consent issue).

Negatives

• The underlying Notice of Intent to Terminate the Merger Agreement remains in effect, indicating significant uncertainty regarding the transaction's completion.
• The Issuer still faces challenges in obtaining third-party consents from holders of its 8% Convertible Notes due 2025, which is explicitly excluded from the forbearance agreement and remains a critical unresolved condition.
• The extension is short-term, only until September 30, 2025, suggesting a lack of long-term resolution and continued uncertainty.

Risks

• The merger agreement may still be terminated on or after September 30, 2025, if a resolution to the outstanding conditions is not reached.
• Failure to obtain third-party consents from holders of the 8% Convertible Notes due 2025 could lead to a default and termination of the merger agreement.
• The Issuer faces the risk of Parent exercising its rights and remedies under the Merger Agreement if any new defaults occur before September 30, 2025, other than the specified consent issue.

Future Outlook

The immediate future outlook is uncertain, with a critical deadline for the merger agreement extended only until September 30, 2025. The company needs to resolve the issue of third-party consents for its 8% Convertible Notes due 2025 to avoid potential termination.

Industry Context

Hall of Fame Resort & Entertainment Co operates in the sports and entertainment hospitality sector. The ongoing uncertainty surrounding a significant merger agreement could impact its ability to secure future partnerships or financing, potentially hindering development projects within the competitive entertainment and resort industry.

Related Party Transactions

• The reporting persons (HOFV Holdings, LLC, CH Capital Lending, LLC, IRG, LLC, Midwest Lender Fund, LLC, and Stuart Lichter) are affiliates of the Issuer and hold significant convertible debt, preferred stock, and warrants.
• The forbearance agreement and the notice of intent to terminate the merger agreement are between these affiliates and the Issuer.

Stakeholder Impact

• Shareholders face continued uncertainty regarding the future of the merger agreement, which could lead to volatility in the stock price. The large beneficial ownership by affiliates suggests significant control and influence over company decisions.
• Creditors (specifically 8% Convertible Notes holders) whose consent is crucial for the merger, will directly impact the transaction's outcome.
• Management must actively work to resolve the outstanding conditions of the merger agreement, particularly securing third-party consents.

Next Steps

• The Issuer must work to resolve the conditions of the merger agreement, particularly obtaining third-party consents from holders of the 8% Convertible Notes due 2025, before September 30, 2025.
• HOFV Holdings, LLC and affiliates will re-evaluate the merger agreement status on or after September 30, 2025.

Key Dates

Recommendation

The extension of the merger termination date offers a brief period of stability, preventing immediate negative action. However, the underlying issues, particularly the unresolved third-party consents for convertible notes, persist. This creates significant uncertainty. An investor should hold to observe developments until the new September 30, 2025 deadline, as the situation remains fluid and highly dependent on the resolution of these critical conditions. A 'sell' would be premature given the extension, but a 'buy' would be too risky given the termination notice is still active.

Keywords

Hall of Fame Resort & Entertainment Co, HOFV, Schedule 13D/A, merger agreement, termination notice, extension, beneficial ownership, convertible notes, warrants, corporate governance, financial reporting