Document Contents

<ACCESSION-NUMBER>0001708176-21-000004
<TYPE>D
<PUBLIC-DOCUMENT-COUNT>1
<ITEMS>06b
<FILING-DATE>20210112
<DATE-OF-FILING-DATE-CHANGE>20210112
<EFFECTIVENESS-DATE>20210112
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>Hall of Fame Resort & Entertainment Co
<CIK>0001708176
<ASSIGNED-SIC>7990
<IRS-NUMBER>843235695
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>D
<ACT>33
<FILE-NUMBER>021-385947
<FILM-NUMBER>21522712
</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>
</FILER>

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0001708176

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Name of Issuer

Hall of Fame Resort & Entertainment Co

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

2019

Yet to Be Formed

Clarification of Response (if Necessary)

Chairman, President and Chief Executive Officer

Clarification of Response (if Necessary)

Chief Financial Officer

Clarification of Response (if Necessary)

General Counsel

Clarification of Response (if Necessary)

President of Operations

Clarification of Response (if Necessary)

Executive Vice President, Public Affairs

Clarification of Response (if Necessary)

Executive Vice President of New Business Development/Marketing and Sales

Clarification of Response (if Necessary)

Vice President of Human Resources

Clarification of Response (if Necessary)

Revenue Range		Aggregate Net Asset Value Range
	No Revenues		No Aggregate Net Asset Value
	$1 - $1,000,000		$1 - $5,000,000
	$1,000,001 - $5,000,000		$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000		$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000		$50,000,001 - $100,000,000
	Over $100,000,000		Over $100,000,000
	Decline to Disclose		Decline to Disclose
	Not Applicable		Not Applicable

	Rule 504(b)(1) (not (i), (ii) or (iii))		Rule 505
	Rule 504 (b)(1)(i)		Rule 506
	Rule 504 (b)(1)(ii)		Securities Act Section 4(6)
	Rule 504 (b)(1)(iii)		Investment Company Act Section 3(c)

New Notice

Date of First Sale

2020-12-29

First Sale Yet to Occur

Amendment

Does the Issuer intend this offering to last more than one year?

Yes

Pooled Investment Fund Interests

Equity

Tenant-in-Common Securities

Debt

Mineral Property Securities

Option, Warrant or Other Right to Acquire Another Security

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Other (describe)

Common Stock and Warrants to purchase Common Stock. For more information, see the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2020.

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary)

Minimum investment accepted from any outside investor

USD

Recipient

Recipient CRD Number

None

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

City

State/Province/Country

ZIP/Postal Code

State(s) of Solicitation

All States

Total Offering Amount

15239653

USD

Indefinite

Total Amount Sold

15239653

USD

Total Remaining to be Sold

USD

Indefinite

Clarification of Response (if Necessary)

For more information, see the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 30, 2020.

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary)

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

15239653

USD

Estimate

Clarification of Response (if Necessary)

The securities purchase price was paid in the form of the cancellation in full of certain financial obligations owed by the Issuer and its subs to Industrial Realty Group, LLC and its affiliates, which are affiliates of our director Stuart Lichter.


Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission

In submitting this notice, each Issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer

Signature

Name of Signer

Title

Date

Hall of Fame Resort & Entertainment Co

/s/ Michael Crawford

Michael Crawford

President and Chief Executive Officer

2021-01-12

Section 1: D