---
schema_version: "secwatch.filing_event.v1"
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"
generated_at: "2026-05-16T11:54:27.151885+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-25-047082
- form_type: 8-K
- cik: 0001708176
- company_name: Hall of Fame Resort & Entertainment Co
- filed_at: 2025-12-31T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/ef20062028_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-047082
- JSON: https://secwatch.observer/filing/0001140361-25-047082.json
- Plain text: https://secwatch.observer/filing/0001140361-25-047082.txt

## Source-grounded claims
- claim_id: 40c720298322cc76e27b16b3e5ce10b3976917c3
  claim: 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).
  evidence_excerpt: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm
- claim_id: e6fb912b01ddfa39fbcbb7cd7eddf94e7195e410
  claim: 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).
  evidence_excerpt: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm
- claim_id: 21ec106b24f92dc49f24e16b3c99cbfeb760c589
  claim: 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).
  evidence_excerpt: completed the transactions contemplated by the previously announced Agreement and Plan of Merger
  evidence_url: https://www.sec.gov/Archives/edgar/data/1708176/000114036125047082/0001140361-25-047082-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.