8-K filed December 31, 2025, 6:59 PM ET CIK 0001708176

M&A confidence high sentiment neutral materiality 1.00

Hall of Fame Resort completes merger with IRG affiliate; shareholders receive $0.90/share

Hall of Fame Resort & Entertainment Co

Merger closed Dec 31, 2025; each common share converted into $0.90 cash, no interest.
Preferred stock and treasury shares canceled for no consideration.
Company becomes subsidiary of HOFV Holdings; change of control effective.
All six directors (Karl Holz, Marcus Allen, etc.) resigned at effective time.
Stock delisted from OTC; Form 15 to be filed to terminate SEC registration.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Machine-readable event card

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accession: 0001140361-25-047082
form_type: 8-K
ticker: null
cik: 0001708176
company_name: Hall of Fame Resort & Entertainment Co
filed_at: 2025-12-31T23:59:59+00:00
discovered_at: 2026-05-14T18:02:40.224316+00:00
generated_at: 2026-05-16T11:54:27.151885+00:00
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Source-grounded claims

40c720298322cc76e27b16b3e5ce10b3976917c3

Hall of Fame Resort & Entertainment Co: The Company's Fourth Amended and Restated Certificate of Incorporation was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation in connection with the merger (effective 2025-12-31).

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.96 SEC evidence

e6fb912b01ddfa39fbcbb7cd7eddf94e7195e410

Hall of Fame Resort & Entertainment Co: The Company's Amended and Restated Bylaws were amended and restated in their entirety to be in the form of the bylaws of Merger Sub, with conforming name changes (effective 2025-12-31).

Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub’s name were replaced with references to the Company’s name (the “ Bylaws ”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.96 SEC evidence

21ec106b24f92dc49f24e16b3c99cbfeb760c589

Hall of Fame Resort & Entertainment Co underwent a change of control involving HOFV Holdings, LLC (Parent) and Omaha Merger Sub, Inc. (Merger Sub) (closed 2025-12-31).

completed the transactions contemplated by the previously announced Agreement and Plan of Merger

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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completed the transactions contemplated by the previously announced Agreement and Plan of Merger

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completed the transactions contemplated by the previously announced Agreement and Plan of Merger

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).

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Source: SEC EDGAR

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