Hall of Fame Resort & Entertainment Co 2024年度报告

Form10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number001-38363 HALL OF FAME RESORT & ENTERTAINMENT COMPANY(Exact name of registrant as specified in its charter) Securities registered under section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule 12b-2 of the Exchange Act: Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2024, the last day of the registrant’s most recently completed second fiscal quarter; the aggregate market value of theregistrant’s common stock held by non–affiliates of the registrant was approximately $14,034,715. As of March 21, 2025, the registrant had outstanding6,698,645shares of common stock, $0.0001 par value. HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES INDEX PART I1Item 1.Business.1Item 1A.Risk Factors.11Item 1B.Unresolved Staff Comments.24Item 1C.Cybersecurity.24Item 2.Properties.25Item 3.Legal Proceedings.25Item 4.Mine Safety Disclosures.25PART II26Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer’sPurchases Of Equity Securities.26Item 6.[Reserved]26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.26Item 7A.Quantitative and Qualitative Disclosure About Market Risk.33Item 8.Financial Statements and Supplementary Data.33Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.33Item 9A.Controls and Procedures.33Item 9B.Other Information.34Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.34PART III35Item 10.Directors, Executive Officers and Corporate Governance.35Item 11.Executive Compensation.44Item 12.Security Ownership of Certain Beneficial Owners and Management And Related StockholderMatters.51Item 13.Certain Relationships and Related Transactions and Director Independence.55Item 14.Principal Accountant Fees and Services.68PART IV69Item 15.Exhibits and Financial Statement Schedules.69Item 16.Form 10–K Summary.82SIGNATURES83 NOTE REGARDING FORWARD–LOOKING STATEMENTS This Annual Report on Form 10-K may contain “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995. Such statements are generally identified by use of words such as “will likely result,” “are expected to,” “w