SCHEDULE: Major Shareholder Restructures Holdings in Hall of Fame Resort
Beneficial Ownership Amendment
An amendment to a Schedule 13D filing reveals the dissolution of HOF Village, LLC and the distribution of its 683,083 common shares to American Capital Center LLC, impacting beneficial ownership percentages.
Summary
- HOF Village, LLC was dissolved on November 20, 2025, leading to a redistribution of its shares.
- 683,083 common shares of Hall of Fame Resort & Entertainment Co. previously held by HOF Village, LLC were distributed to American Capital Center, LLC.
- American Capital Center, LLC now beneficially owns 701,604 shares, representing 10.5% of the common stock.
- CH Capital Lending, LLC beneficially owns 12,380,981 shares, representing 67.5% of the common stock, which includes direct shares, convertible notes, preferred stock, and warrants.
- Stuart Lichter, through his direct and indirect holdings in various entities, beneficially owns an aggregate of 13,995,179 shares, representing 72.8% of the common stock.
- The percentage ownership calculations are based on 6,700,844 shares of Common Stock issued and outstanding as of August 11, 2025, as well as shares issuable upon conversion of convertible debt and exercise of warrants within 60 days.
Sentiment
Score: 5
Explanation: Neutral. The filing is a factual update on beneficial ownership changes due to an internal restructuring (dissolution of an LLC and distribution of shares). It does not provide information that would inherently be positive or negative for the company's operational performance or future prospects.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders: The beneficial ownership structure has been updated, with American Capital Center, LLC increasing its direct holdings from the dissolved HOF Village, LLC. Stuart Lichter's overall indirect control remains significant, indicating continuity in the major ownership structure.
Key Dates
| Date | Description |
|---|---|
| 2020-07-14 | Original Schedule 13D filed by the Reporting Persons. |
| 2021-01-05 | Amendment No. 1 to the Original Schedule 13D filed. |
| 2022-09-16 | Amendment No. 2 to the Original Schedule 13D filed. |
| 2023-03-17 | Date of the Third Amendment to Second Amended and Restated Secured Cognovit Promissory Note (2020 Term Loan Note). |
| 2023-12-08 | Date of the First Amended and Restated Promissory Note (2022 Term Loan Note). |
| 2024-05-02 | Amendment No. 3 to the Original Schedule 13D filed. |
| 2024-10-01 | Amendment No. 4 to the Original Schedule 13D filed. |
| 2025-03-26 | Amendment No. 5 to the Original Schedule 13D filed. |
| 2025-03-31 | Reference date for principal amounts of various convertible notes and loans used in beneficial ownership calculations. |
| 2025-05-12 | Amendment No. 6 to the Original Schedule 13D filed. |
| 2025-08-11 | Date as of which 6,700,844 shares of Common Stock were issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q. |
| 2025-09-09 | Amendment No. 7 to the Original Schedule 13D filed. |
| 2025-09-18 | Amendment No. 8 to the Original Schedule 13D filed. |
| 2025-10-01 | Amendment No. 9 to the Original Schedule 13D filed. |
| 2025-10-24 | Amendment No. 10 to the Original Schedule 13D filed. |
| 2025-11-20 | Date of event requiring this filing: HOF Village, LLC was dissolved, and its common shares were distributed. |
| 2025-11-24 | Date of signing of this Amendment No. 11. |
Keywords
Hall of Fame Resort & Entertainment Co, HOF Village, American Capital Center, CH Capital Lending, Stuart Lichter, Beneficial Ownership, Schedule 13D, Common Stock, Convertible Notes, Warrants, Corporate Governance
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