<ACCESSION-NUMBER>0001213900-21-000501
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20210105
<DATE-OF-FILING-DATE-CHANGE>20210105
<GROUP-MEMBERS>AMERICAN CAPITAL CENTER, LLC
<GROUP-MEMBERS>CH CAPITAL LENDING, LLC
<GROUP-MEMBERS>IRG CANTON VILLAGE MANAGER, LLC
<GROUP-MEMBERS>IRG CANTON VILLAGE MEMBER, LLC
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>Hall of Fame Resort & Entertainment Co
<CIK>0001708176
<ASSIGNED-SIC>7990
<IRS-NUMBER>843235695
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-90262
<FILM-NUMBER>21507297
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2626 FULTON DRIVE NW
<CITY>CANTON
<STATE>OH
<ZIP>44718
<PHONE>(412) 960-4687
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2626 FULTON DRIVE NW
<CITY>CANTON
<STATE>OH
<ZIP>44718
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>Gordon Pointe Acquisition Corp.
<DATE-CHANGED>20180122
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>Gordon Pointe Acqusition Corp.
<DATE-CHANGED>20170601
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>Lichter Stuart
<CIK>0001685448
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<MAIL-ADDRESS>
<STREET1>631 PASEO DE LA PLAYA
<CITY>REDONDO BEACH
<STATE>CA
<ZIP>90277
</MAIL-ADDRESS>
</FILED-BY>

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Hall of Fame Resort & Entertainment Company

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

40619L102

(CUSIP Number)

Dean Sussman, Esq.

Fainsbert Mase Brown & Sussman, LLP

11111 Santa Monica Boulevard, Suite 810

Los Angeles, California 90025

Phone: (310) 473-6400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 29, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 (this “Amendment No. 1”) relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons on July 14, 2020 (the “Original Schedule 13D”). The address of the principal executive office of the Issuer is 2626 Fulton Drive NW, Canton, Ohio 44718.

Each Item below amends and supplements the information disclosed under the corresponding Item of the Original Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Original Schedule 13D. Information given in response to each Item shall be deemed incorporated by reference in all other Items, as applicable.

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following:

On November 18, 2020, Stuart Lichter purchased from the Issuer, in an underwritten public offering (the “Public Offering”), 100,000 units (the “Units”) at a price of $1.40 per Unit. Each Unit consists of one share of Common Stock and one warrant to purchase one share of Common Stock (each, a “Lichter New Warrant”). The Lichter New Warrants are immediately exercisable at a price of $1.40 per share of Common Stock and expire five years from the date of issuance. The shares of Common Stock purchased by Lichter and the accompanying Lichter New Warrants were purchased together in the Public Offering, but were issued separately.

On December 29, 2020, CH Capital Lending, LLC, a Delaware limited liability company (“CH Capital Lending”), and Industrial Realty Group, LLC, a Nevada limited liability company (“IRG”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Issuer. A copy of the Securities Purchase Agreement is attached as Exhibit 99.9 hereto and is incorporated herein by reference. Pursuant to the Securities Purchase Agreement, the Issuer sold to CH Capital Lending, in a private placement (the “Private Placement”), 10,813,774 shares of Common Stock (the “CHCL Purchased Shares”), and warrants to purchase 10,036,925 shares of Common Stock (the “CHCL New Warrants”). The aggregate purchase price for the CHCL Purchased Shares and the CHCL New Warrants was $15,239,653.08 (the “Purchase Price”). The Purchase Price was paid in the form of the cancellation in full of certain financial obligations owed by the Issuer and its affiliates to IRG and its affiliates in the amount of the Purchase Price. The CHCL New Warrants are exercisable for a total of 10,036,925 shares of Common Stock at an exercise price of $1.40 per share of Common Stock (subject to customary adjustments). The CHCL New Warrants may be exercised from and after June 29, 2021, subject to certain terms and conditions set forth in the CHCL New Warrants. The CHCL New Warrants, to the extent not exercised, will expire on December 29, 2025. The form of the CHCL New Warrants is attached as Exhibit 99.10 hereto and is incorporated herein by reference.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following:

The information set forth in Item 3 of this Amendment No. 1 is incorporated herein by reference.

Paragraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D, with respect to each Reporting Person, are hereby amended and supplemented as follows:

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following:

Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:

The following documents are filed as appendices and exhibits (or incorporated by reference herein):

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 5th day of January, 2021