Hall of Fame Resort & Entertainment Co: M&A transaction — 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

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.96

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).

Change: charter amendment
Effective: 2025-12-31

Exact text from the filing

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 ”).

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.96

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).

Change: bylaw amendment
Effective: 2025-12-31

Exact text from the filing

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 ”).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

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).

Action: change of control
Counterparty: HOFV Holdings, LLC (Parent) and Omaha Merger Sub, Inc. (Merger Sub)
Closing: 2025-12-31

Exact text from the filing

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

View on SEC.gov

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Source: SEC EDGAR

accession 0001140361-25-047082

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