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Preliminary Proxy Statement

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Q:

Why am I receiving these materials?

A:

On May 7, 2025, HOFRE entered into the Merger Agreement. Under the Merger Agreement, Parent will acquire all of the outstanding shares of HOFRE Common Stock for the aggregate Merger Consideration. In order to complete the Merger, HOFRE’s stockholders must vote to adopt and approve the Merger Agreement at the Special Meeting pursuant to the requisite stockholder approval. This approval is a condition to the consummation of the Merger. See the section of this proxy statement captioned “The Merger Agreement — Conditions to the Closing of the Merger”. The HOFRE Board is furnishing this proxy statement and form of proxy card to the holders of shares of HOFRE Common Stock as of the Record Date in connection with the solicitation of proxies of HOFRE’s stockholders to be voted at the Special Meeting.

Q:

What is the Merger and what effects will it have on HOFRE?

A:

The Merger is the acquisition of HOFRE by Parent. If the Merger Proposal is approved by HOFRE’s stockholders pursuant to the requisite stockholder approval and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into HOFRE, with HOFRE continuing as the Surviving Corporation. As a result of the Merger, HOFRE will become a subsidiary of Parent, and HOFRE Common Stock and HOFRE’s Public Warrants will no longer be publicly-traded and will be delisted from one of the three tiered marketplaces of the OTC Markets Group. In addition, HOFRE Common Stock and HOFRE’s Public Warrants will be deregistered under the Exchange Act, and HOFRE will no longer file periodic reports with the SEC.

Q:

What will I receive if the Merger is completed?

A:

Upon completion of the Merger, you will be entitled to receive the Merger Consideration, subject to any applicable withholding taxes, for each share of HOFRE Common Stock that you own as of immediately prior to the Effective Time (other than any Excluded Shares), unless you have properly perfected and exercised, and not validly withdrawn or subsequently lost, your appraisal rights under the DGCL, and certain other conditions under the DGCL are satisfied. For example, if you own 100 shares of HOFRE Common Stock as of immediately prior to the Effective Time, you will be entitled to receive $90 in cash in exchange for your shares of HOFRE Common Stock, without interest and less any applicable withholding taxes.

Q:

How does the Merger Consideration compare to the market price of HOFRE Common Stock?

A:

This amount represents an approximately 28.6% premium to the closing price of HOFRE Common Stock on May 7, 2025, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby.

Q:

What am I being asked to vote on at the Special Meeting?

A:

You are being asked to vote on the following proposals:

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The Merger Proposal: the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into HOFRE, with HOFRE continuing as the Surviving Corporation and becoming a subsidiary of Parent.

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The Compensation Proposal: the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by HOFRE to its named executive officers in connection with the Merger; and

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The Adjournment Proposal: the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Q:

When and where is the Special Meeting?

A:

The Special Meeting will take place virtually on [  ], 2025 at [  ] Eastern time. You may attend the Special Meeting solely via a live webcast at www.virtualshareholdermeeting.com/HOFV2025. You will be able to listen to the Special Meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).

Q:

Who is entitled to vote at the Special Meeting?

A:

All of holders of record of shares of HOFRE Common Stock as of the close of business on [  ], 2025, which is the Record Date for the Special Meeting, are entitled to vote their shares at the Special Meeting. As of [  ], 2025, there were [  ] shares of HOFRE Common Stock outstanding and entitled to vote at the Special Meeting. Each share of HOFRE Common Stock that you own as of the close of business on the Record Date is entitled to one vote on each matter submitted for a vote at the Special Meeting.

Q:

What vote is required to approve the Merger Proposal?

A:

Under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of the holders of a majority in aggregate voting power of the outstanding shares of HOFRE Common Stock entitled to vote thereon.

Q:

What vote is required to approve each of (1) the Compensation Proposal and (2) the Adjournment Proposal?

A:

Approval of the Compensation Proposal requires the affirmative vote of a majority of the votes cast by the holders of HOFRE Common Stock present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote thereon. This vote will be on a non-binding, advisory basis.

Q:

What happens if I fail to vote or abstain from voting on a proposal?

A:

If you (1) are a stockholder of record and fail to submit a validly executed proxy card, grant a proxy over the internet or by telephone, or vote your shares at the Special Meeting, or if you (2) hold in “street name” and you fail to instruct your bank, broker or other nominee on how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and such failure to vote will have the same effect as voting “AGAINST” the Merger Proposal, but will not have any effect on the outcome of the vote on the Compensation Proposal or the Adjournment Proposal (assuming a quorum is present).

Q:

How will certain other stockholders vote on the Merger Proposal?

A:

The Parent Entities and certain affiliates of IRG entered into the Voting Agreement with the Company, pursuant to which these stockholders agreed to vote all of their respective shares of HOFRE Common Stock in favor of the Merger Proposal, subject to the terms and conditions contained in the Voting Agreement. Approval of the Merger Proposal requires the affirmative vote of the holders of a majority in aggregate voting power of the outstanding shares of HOFRE Common Stock beneficially owned and entitled to vote thereon. For more information, see the sections of this proxy statement captioned “Special Factors — Voting Agreement” as well as the full text of the Voting Agreement, attached as Annex B to this proxy statement, which is incorporated by reference in this proxy statement in its entirety.

Q:

What do I need to do now?

A:

We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that HOFRE refers to in this proxy statement carefully and consider how the Merger affects you. Then, even if you expect to attend the virtual Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), or sign, date and return by mail, as promptly as possible, the enclosed proxy card, so that your shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card.

Q:

What is the Special Committee, and what role did it play in evaluating the Merger?

A:

The HOFRE Board formed the Special Committee to consider, review, evaluate and negotiate potential strategic alternatives following the non-binding proposal received in September 2024, and provide a recommendation to the HOFRE Board as to whether or not to approve any such transaction. The Special Committee is comprised solely of independent and disinterested directors. As more fully described in the section of this proxy statement captioned “Special Factors — Reasons for the Merger; Recommendations of the Audit Committee, Special Committee and the HOFRE Board,” the Special Committee evaluated the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, with the assistance of its own independent financial and legal advisors and, where appropriate, HOFRE management. At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, HOFRE and its stockholders, including HOFRE’s unaffiliated security holders (as defined in Rule 13e-3), (2) determined that it is in the best interests of HOFRE and declared it advisable to enter into the Merger Agreement, (3) recommended that HOFRE’s Audit Committee review the proposal solely based on it being a transaction with a related party, and (4) recommended that the HOFRE Board approve and authorize the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger.

Q:

How does the HOFRE Board recommend that I vote?

A:

The HOFRE Board (acting upon the unanimous recommendation of the Special Committee), by majority vote of HOFRE’s directors (other than Stuart Lichter, who recused himself due to his status or potential status as an interested director and Marcus LaMarr Allen who was not in attendance at such meeting), recommends that you vote:

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“FOR” the approval of the Merger Proposal;

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“FOR” the approval of the Compensation Proposal; and

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“FOR” the approval of the Adjournment Proposal.

Q:

What happens if the Merger is not completed?

A:

If the Merger Agreement is not adopted as a result of the failure to obtain the requisite stockholder approval, or if the Merger is not completed for any other reason, HOFRE’s stockholders will not receive any payment for their shares of HOFRE Common Stock. Instead: (1) HOFRE will remain an independent public company, (2) HOFRE Common Stock will continue to be listed and traded on one of the three tiered marketplaces of the OTC Markets Group and registered under the Exchange Act, (3) HOFRE will continue to file periodic reports with the SEC, and (4) will continue to face liquidity and going concern risks.

Q:

What is the compensation that will or may become payable by HOFRE to its named executive officers in connection with the Merger?

A:

The compensation that will or may become payable by HOFRE to certain of HOFRE’s named executive officers in connection with the Merger is based on or otherwise relates to the Merger and payable pursuant to existing plans and arrangements that are contractual in nature. Compensation not described in the preceding sentence that will or may become payable by Parent or its affiliates (including, following the consummation of the Merger, the Surviving Corporation) to HOFRE’s named executive officers in connection with or following the Merger is not subject to advisory vote. For further information, see the section of this proxy statement captioned “Proposal 2: The Compensation Proposal”.

Q:

Why am I being asked to cast a vote to approve the compensation that will or may become payable by HOFRE to its named executive officers in connection with the Merger?

A:

HOFRE is required by SEC rules to seek approval, on a non-binding, advisory basis, of compensation that will or may become payable by HOFRE to its named executive officers that is based on or otherwise relates to the Merger. Approval of these compensation arrangements is not required to consummate the Merger.

Q:

What will happen if HOFRE’s stockholders do not approve the Compensation Proposal?

A:

Approval of the compensation that will or may become payable by HOFRE to its named executive officers that is based on or otherwise relates to the Merger is not a condition to consummation of the Merger. The vote is an advisory vote and will not be binding on HOFRE or Parent. The underlying plans and arrangements providing for such compensation are contractual in nature and are not, by their terms, subject to stockholder approval.

Q:

How may I vote?

A:

You may hold HOFRE shares in multiple accounts and therefore receive more than one set of proxy materials. To ensure that all of your shares are voted, please submit your proxy or voting instructions for each account for which you have received a set of the proxy materials.

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By Internet: If you received a printed copy of the proxy materials, follow the instructions on the proxy card.

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By Telephone: If you received a printed copy of the proxy materials, follow the instructions on the proxy card.

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By Mail: If you received a printed copy of the proxy materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope.

Q:

Why did HOFRE choose to hold a virtual Special Meeting?

A:

We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully and equally, and without cost, using an internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location.

Q:

What is a proxy?

A:

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of HOFRE Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of HOFRE Common Stock is called a “proxy card.” You may follow the instructions on the proxy card to designate a proxy by telephone or by the internet in the same manner as if you had signed, dated and returned a proxy card. Lisa Gould and Tim Kelly, each with full power of substitution and re-substitution, have been designated as proxy holders for the Special Meeting by the HOFRE Board.

Q:

How may I change or revoke my proxy?

A:

If you are a holder of record, you may revoke your proxy at any time before it is voted at the Special Meeting by delivering written notice of revocation to HOFRE’s Secretary or by submitting a subsequently dated proxy by mail, telephone or the internet in the manner described above under “How may I vote?” or by attending the Special Meeting and voting in person virtually. Attendance at the Special Meeting will not itself revoke an earlier submitted proxy. If you hold your shares in street name, you must follow the instructions provided by your bank, broker or nominee to revoke your voting instructions, or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting, by attending the Special Meeting and voting virtually.

Q:

If a stockholder gives a proxy, how are the shares voted?

A:

Proxies are being solicited on behalf of the HOFRE Board for use at the Special Meeting. All valid proxies that are not revoked will be voted as specified by the stockholder authorizing the proxy. In the absence of

Q:

Should I send in my stock certificates now?

A:

No. After the Merger is completed, any holders of physical stock certificates will receive a letter of transmittal containing instructions for how to send your stock certificates to the Payment Agent in order to receive the appropriate cash payment for the shares of HOFRE Common Stock represented by your stock certificates. Unless you are seeking appraisal, you should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card. If you hold your shares of HOFRE Common Stock in book-entry form, the Payment Agent will pay you the appropriate portion of the aggregate Merger Consideration (subject to any applicable withholding taxes) upon receipt of a customary “agent’s message” (or such other reasonable evidence of surrender as the Payment Agent may reasonably request) and any other items specified by the Payment Agent.

Q:

What happens if I sell or transfer my shares of HOFRE Common Stock after the Record Date but before the Special Meeting?

A:

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the expected effective date of the Merger. If you sell or transfer your shares of HOFRE Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies HOFRE in writing of such special arrangements, you will transfer the right to receive the Merger Consideration with respect to such shares of HOFRE Common Stock, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or transfer your shares of HOFRE Common Stock after the Record Date, HOFRE encourages you to sign, date and return the enclosed proxy card or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card).

Q:

Where can I find the voting results of the Special Meeting?

A:

HOFRE intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four (4) business days following the Special Meeting. All reports that HOFRE files with the SEC are publicly available when filed. See the section of this proxy statement captioned “Where You Can Find Additional Information”.

Q:

Do you expect the Merger to be taxable to holders of HOFRE Common Stock?

A:

The exchange of HOFRE Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section of this proxy statement captioned “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”) who exchanges HOFRE Common Stock for cash in the Merger generally will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash that such U.S. Holder receives in the Merger and (ii) such U.S. Holder’s adjusted tax basis in the shares of HOFRE Common Stock surrendered in exchange therefor. Holders of HOFRE Common Stock should read the section of this proxy statement captioned “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger” and consult their tax advisors concerning the tax consequences of the Merger in light of their particular circumstances, including any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Q:

When do you expect the Merger to be completed?

A:

HOFRE currently expects to complete the Merger in the second half of 2025. However, the exact timing of completion of the Merger, and whether it will be completed at all, cannot be known with certainty because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of the control of HOFRE.

Q:

Am I entitled to appraisal rights under the DGCL?

A:

If the Merger is consummated and certain conditions set forth in Section 262(g) of the DGCL are satisfied, holders of record and beneficial owners of HOFRE Common Stock who (1) do not vote in favor of the Merger Proposal (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (2) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their applicable shares of HOFRE Common Stock through the effective date of the Merger, (3) properly demand appraisal of their applicable shares prior to the vote on the Merger Proposal at the Special Meeting, (4) meet certain statutory requirements as described in this proxy statement, and (5) do not withdraw their demands or otherwise lose their rights to appraisal, will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that such holders of record and beneficial owners will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of HOFRE Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined by the Delaware Court of Chancery to be fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest on the amount determined by the Delaware Court of Chancery to be fair value of the HOFRE Common Stock from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceeding, the Surviving Corporation may make a voluntary cash payment to each person seeking appraisal, in which case interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for perfecting and exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Q:

Do any of HOFRE’s directors or officers have interests in the Merger that may differ from those of HOFRE’s stockholders generally?

A:

Yes. In considering the recommendations of the Special Committee and the HOFRE Board with respect to the Merger, you should be aware that, aside from their interests as holders of HOFRE Common Stock, HOFRE’s directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Special Committee and the HOFRE Board were aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the sections of this proxy statement captioned “Special Factors — Interests of HOFRE’s Directors and Executive Officers in the Merger”.

Q:

Who can help answer my questions?

A:

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of HOFRE Common Stock, please contact HOFRE’s proxy solicitor:

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possible alternatives to the Merger, including absent a sale to a third-party, the likelihood of the winding up, liquidation, and likelihood of HOFRE being required to file for protection under the U.S. Bankruptcy Code, as well as the risks and uncertainties associated with these possible alternatives and the impact of these alternatives on HOFRE’s employees, customers, vendors, and surrounding community;

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the prospect that if HOFRE were to make a bankruptcy filing rather than to consummate the Merger, meaningful recovery for HOFRE’s stockholders would be unlikely in light of HOFRE’s substantial indebtedness, as well as the cost and operational challenges that would accompany such decision;

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the fact that the cash consideration to be received by HOFRE’s stockholders (other than Parent, Merger Sub or any of their respective affiliates) in the Merger represents a premium of approximately 28.6% to the closing price of the HOFRE Common Stock on Nasdaq Stock Market, LLC (“Nasdaq”) on May 7, 2025, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby;

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HOFRE’s historical and prospective business, industry, markets, financial performance and condition and its prospects, including the risks and uncertainties associated therewith, including the likelihood for insolvency, the level of outstanding indebtedness of HOFRE, the immediacy of financing requirements, lack of alternative sources of debt or equity financing, and the termination of the waterpark ground lease;

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the process conducted by HOFRE to identify potential financing sources to refinance the existing indebtedness of HOFRE and provide liquidity for immediate operational expenses, such as payroll, and the ability of HOFRE to access the equity capital markets due to the current market price of HOFRE Common Stock;

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the process conducted by HOFRE to identify potential buyers, partners, joint venture partnerships, or other potential transactions to alleviate the immediate solvency concerns of HOFRE;

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the current industry, economic, and market conditions in which HOFRE competes to determine how such conditions would affect HOFRE’s future prospects, including the near-term and long-term prospects for HOFRE continuing as an independent business;

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the interests of HOFRE’s management in the Merger, including in connection with the vesting of equity awards, change of control rights, and continuing employment or consulting arrangements;

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the fact that Parent’s obligation to complete the Merger is subject to a limited number of conditions that the Special Committee believes, with the advice of its legal and financial advisors, are reasonable in the circumstances; and

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the likely outcome of the Merger, including certainty of the payment of the consideration and the likelihood of completing the Merger and consummating the transactions thereunder;

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the fact that the Merger Consideration is fixed and that the Merger Consideration will not fluctuate based upon changes in the market price of HOFRE’s publicly-traded shares; and

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the oral opinion (which was subsequently confirmed in writing) of Wedbush that, as of the date of such opinion, based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Per Share Price to be received by the stockholders of HOFRE holding Unaffiliated Voting Shares in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as further described in the section of this proxy statement captioned “Special Factors — Opinion of the Financial Advisor to the Special Committee” and the full text of Wedbush’s opinion, which is attached as Annex C to this proxy statement and incorporated into this proxy statement by reference.

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the definition of “Company Material Adverse Effect”;

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the scope of the representations, warranties and covenants being made by HOFRE and by the Purchaser Filing Parties;

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the nature and extent of the conditions to the Purchaser Filing Parties’ obligation to consummate the Merger;

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HOFRE’s ability to respond to unsolicited Acquisition Proposals prior to the adoption of the Merger Agreement by HOFRE’s stockholders if HOFRE’s board of directors determines in good faith that such proposal either constitutes or is reasonably likely to result in a Superior Proposal (as defined in the Merger Agreement);

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the ability of HOFRE to terminate the Merger Agreement to accept a Superior Proposal;

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the ability of HOFRE to terminate the Merger Agreement to wind-down HOFRE;

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the guarantee by the Guarantor of the prompt payment and full performance and observation by the Parent of payment of the Merger Consideration and Parent Termination fee, if due, in accordance with the Merger Agreement;

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Parent’s ability to pay (or cause the payment of) the “Parent Termination Fee”;

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the availability of statutory appraisal rights under Delaware law in connection with the Merger; and

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the fact that the Merger would be subject to the approval of HOFRE stockholders, and HOFRE stockholders would be free to evaluate the Merger and vote for or against the adoption of the Merger Agreement at the Special Meeting. As more fully described in the section of this proxy statement captioned “Voting Agreement,” pursuant to the Voting Agreement, each of the Voting Stockholders is obligated to vote or cause to be voted any shares of HOFRE Common Stock beneficially owned by them in accordance with the Special Committee’s recommendation with respect to all matters related to the Merger Agreement, including the Merger, at the Special Meeting.

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the nature of the Merger as an all-cash transaction means that HOFRE would no longer exist as an independent public company following the consummation of the Merger and that HOFRE stockholders will not participate in future earnings or growth of Parent and will not benefit from any appreciation in value of the Surviving Corporation.

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the fact that Parent and Merger Sub are newly formed entities with essentially no assets and the Limited Guarantee provided by the Guarantor and Merger Sub’s obligations under the Merger Agreement only with respect to certain monetary damages and certain indemnification and reimbursement obligations.

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the restrictions placed on the conduct of HOFRE’s business prior to the completion of the Merger pursuant to the terms of the Merger Agreement, which, despite providing sufficient flexibility for HOFRE to operate its business in the ordinary course, could delay or prevent HOFRE from undertaking business opportunities that may arise or any other actions out of the ordinary course it would otherwise take with respect to HOFRE’s operations absent the pendency of the Merger.

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the possibility that the Merger might not be consummated, and that if the Merger is not consummated:

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HOFRE’s directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distraction during the pendency of the Merger;

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HOFRE will have incurred significant transaction costs;

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HOFRE’s continuing business relationships with customers, vendors, partners and employees may be adversely affected;

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the trading price of shares of HOFRE Common Stock could be materially and adversely affected;

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the market’s perceptions of HOFRE’s prospects could be adversely affected; and

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HOFRE could lose management or other personnel during the pendency of the Merger.

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the fact that the Merger Agreement precludes HOFRE from soliciting or, subject to certain limited exceptions, considering alternative Acquisition Proposals (as defined in the Merger Agreement) and requires HOFRE to pay a termination fee of $1 million in certain circumstances.

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the exchange of HOFRE Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes.

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the other risks described in and incorporated by reference in this proxy statement. Please see “Risk Factors” in HOFRE’s annual report on Form 10-K for the fiscal year ended December 31, 2024, incorporated by reference herein, and the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements”.

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reviewed drafts of the Merger Agreement dated October 18, 2024, October 23, 2024, November 1, 2024, November 7, 2024, November 12, 2024, November 25, 2024, December 1, 2024, March 30, 2025, April 25, 2025, April 29, 2025, April 30, 2025, May 2, 2025, May 3, 2025, and May 7, 2025, and assumed that no changes were made to the May 7, 2025 draft of the Merger Agreement that would be material to Wedbush’s analysis;

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reviewed certain publicly available business and financial information concerning HOFRE and the industries in which it operates;

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reviewed the current and/or historical market prices of HOFRE Common Stock and certain publicly-traded securities of such other companies that Wedbush deemed relevant;

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reviewed and compared certain publicly available financial and other information with respect to other companies that Wedbush believed to be similar in certain respects, in whole or in part, to HOFRE;

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reviewed certain non-publicly available business and financial information relating to HOFRE;

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reviewed the lease restructuring letter of intent, dated April 17, 2025, among HOFRE, HOF Village Newco, LLC (“HOFREN”), HFAKOH001 LLC, CH Capital Lending, LLC and Stuart Lichter;

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at the Special Committee’s direction, reviewed and relied upon for its opinion and analysis, certain internal financial forecasts relating to the business and financial prospects of HOFRE, prepared by HOFRE;

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reviewed certain internal information, primarily financial in nature, including financial and operating data furnished to us by HOFRE, and endorsed by HOFRE’s management as reasonable for Wedbush’s use in its opinion and analysis;

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considered the financial terms, to the extent publicly available, of selected recent business combinations and trading metrics of companies in the entertainment, hospitality, and other industries that Wedbush believed to be similar in certain respects to HOFRE, in whole or in part, and to the Merger; and

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made inquiries regarding and discussed the proposed transaction and other matters related thereto with the Special Committee’s advisory team and external counsel.

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Historical Trading Analysis;

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Public Comparable Companies Analysis; and

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Select Precedent Transactions Analysis.

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Six Flags Entertainment Corporation;

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Travel & Leisure Co.;

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United Parks & Resorts Inc.;

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PENN Entertainment, Inc.;

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Everi Holdings Inc.;

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Golden Entertainment, Inc.;

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Marcus Corporation;

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Seaport Entertainment Group Inc.;

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Full House Resorts, Inc.;

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Canterbury Park Holding Corp.;

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Allied Gaming & Entertainment Inc.;

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Parks! America, Inc.; and

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Drive Shack Inc.

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the current and historical market prices of HOFRE Common Stock, including the market performance of HOFRE Common Stock relative to those of other participants in HOFRE’s industry and general market indices, and the fact that the Merger Consideration represents a premium of approximately 28.6% to the closing price of HOFRE Common Stock on May 7, 2025, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby;

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the fact that HOFRE had informed IRG that HOFRE had been experiencing day-today financial challenges, including with respect to accounts payable, leading to non-performance by HOFRE’s vendors, difficulties with respect to employee retention, and challenges with respect to relationships with vendors and taxing authorities;

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the fact that HOFRE had informed IRG on several occasions that without immediate external funding, including, in particular, funding to meet payroll, HOFRE would need to promptly wind down its operations;

•

the fact that, in considering the transaction with the Purchaser Filing Parties, the Special Committee acted to represent the interests of HOFRE and its stockholders;

•

the fact that the Special Committee had the full power and authority to negotiate the terms and conditions of any strategic transaction involving HOFRE (including the Merger), including to reject any proposals made by Parent or any other person, and the recognition by the Special Committee that it had no obligation to recommend to the HOFRE Board that it approve the Merger Agreement, and the recognition by the HOFRE Board that it had no obligation to approve the Merger Agreement;

•

the fact that the Special Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of HOFRE and its stockholders, including HOFRE’s “unaffiliated security holders” (as defined in Rule 13e-3);

•

the fact that the HOFRE Board, acting upon the recommendation of the Special Committee, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of HOFRE and its stockholders, including HOFRE’s “unaffiliated security holders” (as defined in Rule 13e-3);

•

the fact that consideration and negotiation of the Merger Agreement were conducted under the control and supervision of the Special Committee, the members of which are not officers or employees of HOFRE, are not affiliated with any of the Purchaser Filing Parties, are disinterested under Delaware law and do not have any interests in the Merger different from, or in addition to, those of HOFRE’s unaffiliated security holders, other than the members’ receipt of HOFRE Board compensation and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee’s or the HOFRE Board’s recommendation and/or authorization and approval of the Merger) and their indemnification and liability insurance rights under their respective indemnification agreements entered into with HOFRE and under the Merger Agreement;

•

the fact that the Special Committee retained, and had the benefit of advice from, nationally recognized legal and financial advisors;

•

the fact that no member of HOFRE’s senior management has a substantial financial interest in the Merger that is different from, or in addition to, the interests of the unaffiliated security holders of HOFRE generally, although the Merger Agreement does include customary provisions for indemnity and the continuation of liability insurance for HOFRE’s officers and directors;

•

the fact that the Merger Consideration will be paid to the holders of HOFRE Common Stock (other than holders of the Excluded Shares) in all cash, thus allowing such holders of HOFRE Common Stock (other than holders of the Excluded Shares) to immediately realize a certain and fair value for their shares, which value represents a significant premium to (i) the closing price of HOFRE Common Stock on May 7, 2025, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby and (ii) the volume-weighted average stock price of HOFRE Common Stock for the 90 days ended May 7, 2025;

•

the fact that the Merger will provide liquidity for the unaffiliated security holders of HOFRE without the delays that would otherwise be necessary in order to liquidate the positions of larger holders, and without incurring brokerage and other costs typically associated with market sales;

•

the potential risks to HOFRE of continuing to have publicly-traded common stock, including the risks of market volatility and economic uncertainty;

•

the fact that HOFRE has the ability to seek specific performance under the Merger Agreement to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement;

•

the fact that, notwithstanding that the Purchaser Filing Parties are not entitled to, and did not, rely on the opinion rendered orally by Wedbush to the Special Committee on May 7, 2025, which was subsequently confirmed by delivery of a written opinion of Wedbush, dated May 7, 2025, such written opinion stated that, as of the date of such opinion and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in such written opinion, the Per Share Price to be received by the stockholders of the Company holding Unaffiliated Voting Shares in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders;

•

the fact that the Merger Consideration and the terms and conditions of the Merger were the result of the Special Committee’s extensive arm’s length negotiations with the Parent Entities;

•

HOFRE’s ability, under certain circumstances as set out in the Merger Agreement, to provide information to, or participate in discussions or negotiations with, third parties regarding any alternative Acquisition Proposal that constitutes, or is reasonably likely to lead to, a Superior Proposal;

•

HOFRE’s ability, under certain circumstances as set out in the Merger Agreement, to terminate the Merger Agreement to enter into a definitive agreement related to a Superior Proposal, subject to paying Parent a termination fee of $1 million in cash, subject to and in accordance with the terms and conditions of the Merger Agreement;

•

the availability of appraisal rights to HOFRE’s stockholders who comply with all of the required procedures under Delaware law for exercising appraisal rights, which allow such holders to seek appraisal of the fair value of their shares; and

•

the fact that, in certain circumstances under the terms of the Merger Agreement, the Special Committee and the HOFRE Board are able to change, withhold, withdraw, qualify or modify their recommendation that HOFRE stockholders vote in favor of the proposal to adopt the Merger Agreement.

•

(1) the fact that the holders of HOFRE Common Stock (other than holders of the Excluded Shares) will not participate in any future earnings, appreciation in value or growth of HOFRE’s business and will not benefit from any potential sale of HOFRE or its assets to a third party in the future, (2) the risk that the Merger might not be completed in a timely manner or at all, and (3) the fact that Parent and Merger Sub are newly formed corporations with essentially no assets;

•

the restrictions on the conduct of HOFRE’s business prior to the completion of the Merger set forth in the Merger Agreement, which may delay or prevent HOFRE from undertaking business opportunities that may arise and certain other actions it might otherwise take with respect to the operations of HOFRE pending completion of the Merger;

•

the negative effect that the pendency of the Merger, or a failure to complete the Merger, could potentially have on HOFRE’s business and relationships with its employees, vendors and customers;

•

the fact that subject to the terms and conditions of the Merger Agreement, beginning on May 7, 2025, HOFRE and its subsidiaries are restricted from soliciting, proposing, initiating or knowingly encouraging the submission of Acquisition Proposals from third parties or the making of any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (as defined in the Merger Agreement);

•

the possibility that the amounts that may be payable by HOFRE upon the termination of the Merger Agreement, including payment to Parent of a termination fee of $1 million in cash, and the processes required to terminate the Merger Agreement, including the opportunity for Parent to negotiate to make adjustments to the Merger Agreement, could discourage other potential acquirors from making a competing bid to acquire HOFRE; and

•

the fact that the receipt of cash by a U.S. Holder in exchange for shares of HOFRE Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes.

•

Each issued and outstanding share of HOFRE Common Stock, as of immediately prior to the Effective Time (other than any Excluded Shares will be converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes.

•

Each share of HOFRE Common Stock held in the treasury of the Company, any shares of HOFRE Common Stock owned by the Parent Entities, and any shares of HOFRE Common Stock owned by affiliates of the Parent Entities immediately prior to the Effective Time will automatically be canceled and will cease to exist without any conversion thereof or consideration paid therefor.

•

Each share of HOFRE Preferred Stock issued and outstanding immediately prior to the Effective Time will automatically be canceled and will cease to exist without any conversion thereof or consideration paid therefor.

•

Each Public Warrant that is outstanding and unexercised immediately prior to the Effective Time will, in accordance with its terms and by virtue of the Merger, automatically and without any action of the part of Parent, Merger Sub, HOFRE or the holder thereof, cease to represent a Public Warrant exercisable for HOFRE Common Stock and will become a Public Warrant exercisable for the Merger Consideration that such holder would have received if such holder had exercised its Public Warrants immediately prior to the Effective Time; provided that if a holder of a Series A Warrant that is outstanding and unexercised as of immediately prior to the Effective Time properly exercises such Series A Warrant within 30 days following the public disclosure of the consummation of the Merger, the exercise price with respect to such exercise will be treated in accordance with the terms of Section 4.4 of the Warrant Agreement, dated as of January 24, 2018, governing the Series A Warrants; and provided, further, that, in connection with the Merger, the Surviving Corporation will, at the option of a holder of a Series B Warrant, exercisable at any time concurrently with, or within 30 days after, the consummation of the Merger (or, if later, the date of the public announcement of the Merger), purchase the Series B Warrant from such holder by paying to such holder an amount of cash equal to the Black Scholes Value (as defined in the Series B Warrant) of the remaining unexercised portion of the Series B Warrant on the date of the consummation of the Merger. Since the Merger Consideration is all cash and the Merger Consideration payable upon exercise of the Series A Warrants and Series B Warrants is less than the applicable exercise price of the Series A Warrants and Series B Warrants, holders of such warrants would receive less cash than the exercise price thereof upon exercise thereof. We anticipate the Black Scholes Value of the Series B Warrants to be approximately zero.

•

Each Private Warrant and Series X Warrant (in each case, as defined by the Merger Agreement), other than warrants owned by any affiliate of the Parent Entities (which will be cancelled and extinguished without any consideration paid therefor) that is outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the Merger, automatically and without any action on the part of Parent, Merger Sub, HOFRE or the holder thereof, cease to represent a Private Warrant or Series X Warrant, as applicable, exercisable for HOFRE Common Stock and shall become a warrant exercisable for the Merger Consideration that such holder would have received if such holder had exercised its Private Warrants or Series X Warrants, as applicable, immediately prior to the Effective Time. The Merger Agreement provides holders of such warrants exercisable for the Merger Consideration will have 30 days following public disclosure of the consummation of the Merger to exercise such warrants and receive the Merger Consideration. Since the Merger Consideration is all cash and the Merger Consideration payable upon exercise of the Private Warrants and the Series X Warrants is less than the applicable exercise price of the Private Warrants and the Series X Warrants, holders of such warrants would receive less cash than the exercise price thereof upon exercise thereof.

•

Each outstanding award of restricted stock units covering shares of HOFRE Common Stock that is governed under any Company Equity Plan (as defined by the Merger Agreement) (“HOFRE RSUs”) will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding, equal to the product obtained by multiplying (a) the number of shares of HOFRE Common Stock subject to such HOFRE RSUs by (b) the Merger Consideration.

*

Ms. Charnes resigned from the office of General Counsel and Secretary, effective August 31, 2024.

(1)

No directors or any other executive officers, since January 1, 2024, have any outstanding HOFRE RSU Awards or are entitled to any equity-based payments.

(*)

Ms. Charnes resigned from the office of General Counsel and Secretary, effective August 31, 2024.

(**)

Mr. Crawford resigned as President, Chief Executive Officer, and Chairman, effective May 18, 2025.

(1)

For a description of the treatment of equity awards held by the named executive officers, see “Treatment of HOFRE Equity Awards” above. All outstanding HOFRE RSUs held by the named executive officers are either vested and previously settled in shares of HOFRE Common Stock or will accelerate and be canceled and terminated in exchange for a cash payment upon the consummation of the Merger, as described in the “Treatment of HOFRE Equity Awards” section above.

(2)

The amounts in this table all result from single trigger payment events.

•

an individual who is a citizen or resident of the United States;

•

a corporation, or other entity taxable as a corporation, that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust (1) that is subject to the primary supervision of a court within the United States and all the substantial decisions of which are controlled by one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a “United States person” (within the meaning of the Code).

•

banks or other financial institutions;

•

mutual funds;

•

insurance companies;

•

tax-exempt organizations (including private foundations), governmental agencies, instrumentalities or other governmental organizations, or qualified foreign pension funds;

•

retirement or other tax deferred accounts;

•

S corporations, partnerships or any other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes (or investors in such entities or arrangements);

•

specified foreign corporations (including controlled foreign corporations), passive foreign investment companies or corporations that accumulate earnings to avoid U.S. federal income tax;

•

dealers or brokers in securities, currencies or commodities;

•

dealers or traders in securities that elect to use the mark-to-market method of accounting;

•

regulated investment companies or real estate investment trusts, or entities subject to the U.S. anti-inversion rules;

•

U.S. expatriates or certain former citizens or long-term residents of the United States;

•

entities that are expatriated entities, surrogate foreign corporations or inverted corporations for U.S. federal income tax purposes;

•

holders that own or have owned (directly, indirectly or constructively) five percent or more of HOFRE Common Stock (by vote or value);

•

holders who hold their shares of HOFRE Common Stock as part of a hedging, constructive sale or conversion, straddle, synthetic security, integrated investment or other risk reduction transaction for U.S. federal income tax purposes;

•

holders subject to special tax accounting rules as a result of any item of gross income with respect to the shares of HOFRE Common Stock being taken into account in an “applicable financial statement” (as defined in the Code);

•

holders that do not vote in favor of the Merger and who properly demand appraisal of their shares under Section 262 of the DGCL;

•

holders that acquired their shares of HOFRE Common Stock pursuant to the exercise of employee stock options or warrants or otherwise as compensation or in connection with the performance of services; or

•

holders whose “functional currency” is not the U.S. dollar.

•

the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States);

•

such Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of the Merger (as such days are calculated pursuant to Section 7701(b)(3) of the Code) and certain other requirements are met; or

•

HOFRE is or has been a “United States real property holding corporation” as such term is defined in Section 897(c) of the Code (“USRPHC”), at any time within the shorter of the five-year period preceding the Merger or such Non-U.S. Holder’s holding period with respect to its HOFRE Common Stock (the “Relevant Period”) and such Non-U.S. Holder holds (actually or constructively) more than five percent of HOFRE Common Stock at any time during the Relevant Period.

•

a U.S. Holder that does not otherwise establish an exemption should complete and return IRS Form W-9, certifying under penalties of perjury that such U.S. Holder is a “United States person” (within the meaning of the Code), the taxpayer identification number provided is correct, and such U.S. Holder is not subject to backup withholding; and

•

a Non-U.S. Holder that does not otherwise establish an exemption should complete and return IRS Form W-8, certifying under penalties of perjury that such Non-U.S. Holder is not a “United States person” (within the meaning of the Code).

•

uncertainties related to the consummation of the Merger;

•

our ability to complete the Merger, if at all, on the anticipated terms and timing, including obtaining stockholder approval and regulatory approvals, and the satisfaction of other conditions to the completion of the Merger;

•

our obligation to pay a termination fee under certain circumstances if the Merger is terminated;

•

uncertainties about the pendency of the Merger and the effect of the Merger on employees, customers, sponsors and other third parties who deal with HOFRE;

•

the impact of certain interim covenants that we are subject to under the Merger Agreement;

•

provisions in the Merger Agreement that limit our ability to pursue alternatives to the Merger, which might discourage a third party that has an interest in acquiring all or a significant part of HOFRE from considering or proposing that acquisition;

•

the fact that we and our directors and officers may be subject to lawsuits, relating to the Merger;

•

the substantial transaction-related costs we have and will continue to incur in connection with the Merger;

•

the fact that our efforts to complete the Merger could disrupt our relationships with third parties, including our customers and sponsors, and employees, divert management’s attention, or result in negative publicity or legal proceedings;

•

the inability of stockholders to participate in any further upside of HOFRE’s business if the Merger is consummated;

•

our ability to retain and hire key personnel;

•

any competitive responses to the Merger;

•

the continued availability of capital and financing;

•

our need for and ability to obtain additional financing and our ability to continue as a going concern;

•

our business, operations and financial performance;

•

general economic and market developments and conditions;

•

the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, pandemics, outbreaks of war or hostilities, as well as our response to any of the aforementioned factors;

•

the fact that the receipt of cash in exchange for shares of HOFRE Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes; and

•

the risk that HOFRE’s stock price may fluctuate during the pendency of the Merger and may decline significantly if the Merger is not completed.

•

general economic conditions in the United States or any other country or region in the world, or conditions in the global economy generally, including inflation or any changes in the rate of increase or decrease of inflation (except to the extent that such Effect has had a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which the Company and its subsidiaries conduct business);

•

conditions in the financial markets, credit markets, equity markets, debt markets, currency markets or capital markets in the United States or any other country or region in the world, including (a) changes in interest rates or credit ratings in the United States or any other country; (b) changes in exchange rates for the currencies of any country; or (c) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world (except to the extent that such Effect has had a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which the Company and its subsidiaries conduct business);

•

conditions in the industries in which the Company and its subsidiaries conduct business or in any specific jurisdiction or geographical area in which the Company and its subsidiaries conduct business, or changes in such conditions (except to the extent that such effect has had a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which the Company and its subsidiaries conduct business);

•

regulatory, legislative or political conditions (including anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar actions) in the United States or any other country or region in the world (except to the extent that such Effect has had a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which the Company and its subsidiaries conduct business);

•

any geopolitical conditions, outbreak of hostilities, armed conflicts, civil unrest, civil disobedience, acts of war, sabotage, terrorism (including cybercrime, cyberattack or cyberterrorism) or military actions

•

earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires, nuclear incidents, foreign or domestic social protest or social unrest (whether or not violent), or other natural or man-made disasters, weather conditions, power outages or other force majeure events in the United States or any other country or region in the world (or escalation or worsening of any such events or occurrences, including, in each case, the response of governmental authorities) (except to the extent that such Effect has had a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which the Company and its subsidiaries conduct business);

•

pandemics, epidemics, plagues, contagious disease outbreaks or other comparable events (including quarantine restrictions mandated or recommended by any governmental authority), or escalation or worsening of any such events or occurrences, including, in each case, the response of governmental authorities in the United States or any other country or region in the world (except to the extent that such Effect has had a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which the Company and its subsidiaries conduct business);

•

the execution, delivery, announcement or performance of the Merger Agreement or the pendency of the Merger and the transactions contemplated thereby, including the impact thereof on the relationships, contractual or otherwise, of the Company and its subsidiaries with employees (including any employee attrition), suppliers, customers, partners, sponsors, lenders, lessors, vendors, governmental authorities or any other third person;

•

any action taken or refrained from being taken at the written request of Parent after the date of the Merger Agreement;

•

changes or proposed changes in GAAP or other accounting standards or law (or the enforcement or interpretation of any of the foregoing) (except to the extent that such Effect has had a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which the Company and its subsidiaries conduct business);

•

changes in the price or trading volume of HOFRE Common Stock, in and of itself (it being understood that any cause of such change may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded under such definition);

•

any failure, in and of itself, by the Company and its subsidiaries to meet (A) any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period; or (B) any internal budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded under such definition); or

•

any Effects arising out of, or related to, certain matters identified in the Company’s confidential disclosure letter to the Merger Agreement (the “Company Disclosure Letter”).

•

organization and qualification of the Company and its subsidiaries;

•

the Company’s capitalization and ownership of its subsidiaries;

•

corporate power and authority;

•

the nature of the required approval of the Company’s stockholders;

•

the approval of the Special Committee and the HOFRE Board;

•

the absence of conflicts with applicable laws, organizational documents and certain agreements;

•

required consents and regulatory filings and approvals in connection with the Merger Agreement;

•

the Company’s SEC reports and financial statements;

•

the Company’s disclosure controls and procedures;

•

the absence of undisclosed liabilities;

•

the absence of certain changes;

•

the accuracy of the information contained in this proxy statement;

•

legal proceedings;

•

compliance with law and orders;

•

permits;

•

employee benefit plans;

•

employee and labor matters;

•

environmental matters;

•

real property and title to assets;

•

tax matters;

•

material contracts;

•

intellectual property and privacy matters;

•

brokers;

•

the opinion of the Special Committee’s financial advisor;

•

insurance policies;

•

related person transactions; and

•

customers and suppliers.

•

organization and qualification of each of the Parent Entities;

•

corporate power and authority;

•

the absence of conflicts with applicable laws, organizational documents and certain agreements;

•

required consents and regulatory filings and approvals in connection with the Merger Agreement;

•

the absence of legal proceedings or orders;

•

brokers;

•

operations of Merger Sub;

•

the accuracy of the information contained in this proxy statement;

•

the sufficiency of funds available to Parent;

•

stockholder and management arrangements; and

•

ownership of the Company capital stock.

•

amend the charter or bylaws or the respective organizational documents of the Company or any of the Company’s subsidiaries;

•

propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

•

acquire or agree to acquire (by merger, consolidation or otherwise), or purchase an equity interest in or agree to purchase an equity interest in, or purchase or agree to purchase any asset of, or acquire an exclusive license of, any business, corporation, partnership, association or other business organization or division thereof;

•

split, combine or reclassify any outstanding shares of the Company’s capital stock;

•

repurchase, redeem or otherwise reacquire any shares of HOFRE Common Stock, other equity securities of the Company, other ownership interests of any options, warrants or rights to acquire any such stock, securities or interests of the Company, other than in connection with (i) transactions involving only wholly owned subsidiaries of the Company in the ordinary course of business consistent with past practice, (ii) repurchases or reacquisitions of shares of HOFRE Common Stock at the lower of the original exercise price or the current fair market value of a share of HOFRE Common Stock pursuant to the Company’s right to repurchase or reacquire shares of HOFRE Common Stock held by employees or other service providers of the Company or its subsidiaries in connection with termination of such person’s employment or engagement by the Company, or (iii) net share withholding of taxes from employees of the Company or its subsidiaries in payment of withholding tax upon the settlement of the Company RSU Awards, in each case of clauses (ii) and (iii), pursuant to the terms of such awards;

•

issue, sell, dispose of or authorize, propose or agree to the issuance, sale or disposition by the Company or any of its subsidiaries of, any shares of, or any options, warrants or rights of any kind to acquire any shares of, or any securities convertible into or exchangeable for any shares of, the Company’s capital stock, or any other securities in respect of, in lieu of, or in substitution for any class of its capital stock outstanding on the date hereof, except (i) for HOFRE Common Stock issuable upon conversion of any convertible securities outstanding as of the date of the Merger Agreement or granted without material breach of the terms of the Merger Agreement, or (ii) for the settlement of the Company RSU Awards;

•

(i) establish a record date for, declare, set aside or pay any dividend or other distribution payable in cash, capital stock, property or otherwise with respect to any shares of its capital stock or other equity or voting interests, or make any other actual, constructive or deemed distribution in respect of its capital stock or other equity or voting interests, except for dividends or other distributions by a direct or indirect wholly owned subsidiary of the Company to its parent, (ii) pledge or encumber any of its capital stock or other equity or voting interests, or (iii) modify the terms of any of its capital stock or other equity or voting interests;

•

(i) sell, lease, exclusively license, transfer or dispose of any material assets of the Company and its subsidiaries (except, in the case of any of the foregoing, pursuant to (A) dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Company and its subsidiaries or (B) pursuant to any material contract of the Company)or (ii) mortgage, pledge or otherwise encumber any assets or create any liens thereon;

•

(i) accelerate, terminate or cancel any material contract of the Company, (ii) grant a material waiver or release, or assign any material right, obligation or claim under, any material contract of the Company, (iii) amend or modify any material contract of the Company in a manner that is adverse in any material respect to the Company and its subsidiaries, or (iv) enter into any contract which, if entered into prior to the date of the Merger Agreement would have been a material contract of the Company;

•

incur any indebtedness, or guarantee, assume or otherwise become responsible for any such indebtedness of another person, except for (i) loans or advances between members of the Company and its subsidiaries, (ii) interest, fees, costs, and similar amounts accrued pursuant to any financing arrangement in effect on or prior to the date of the Merger Agreement, and (iii) borrowings under that certain Note and Security Agreement dated November 14, 2024, as it may be amended or amended and restated from time to time (the “Note and Security Agreement”);

•

make any loans or advances, except (i) to or for the benefit of a member of the Company and its subsidiaries or (ii) for advances for reimbursable employee or contractor expenses in the ordinary course of business consistent with past practices;

•

except to the extent required by the specific terms of the Company’s benefit plans, (i) grant or amend any severance or termination pay to any current or former service provider, (ii) grant any incentive, bonus, equity or equity-based, or other similar awards, or accelerate the funding, vesting or payment of any compensation or benefit or make any increase in the salaries, bonuses or other compensation or benefits to any current or former service provider, (iii) adopt, amend, establish or enter into any plan, policy or arrangement for the current or future benefit of any current or former service provider that would be a benefit plan if it were in existence on the date of the Merger Agreement, or (iv) hire or terminate (other than for cause) any service provider of the Company or any of its subsidiaries;

•

execute, enter into, negotiate or amend any labor agreement or recognize any union as the bargaining representative of any employees;

•

other than as required by GAAP (as determined by the Company and opined on by an independent auditor), revalue in any material respect any of its properties or assets, or change its tax accounting methods, principles or practices;

•

(i) amend any income or other material tax return, (ii) make, change or revoke any material tax election, (iii) settle or compromise any material tax claim or assessment by any governmental authority, except to the extent that any such settlement or compromise does not exceed the amount of any tax reserves that have been established in the Company’s SEC Reports (as defined in the Merger Agreement), (iv) knowingly and voluntarily surrender any right to claim a material tax refund, or (v) consent to any extension or waiver of the statute of limitations period applicable to any material tax claim or assessment;

•

settle, compromise or otherwise resolve any legal proceedings other than the compromise or settlement of legal proceedings: that (i) (A) are for an amount for each such compromise or settlement that is, individually, less than $25,000 and for all such compromises or settlements that is, in the aggregate, less than $100,000, and (B) does not impose any injunctive relief on the Company or any of its subsidiaries (other than customary non-monetary restrictions that are ancillary to the monetary relief granted) and do not involve the admission of wrongdoing by the Company, any of the Company’s subsidiaries or any of their respective officers or directors, or (ii) are settled in compliance with Section 6.12 of the Merger Agreement;

•

make or commit to make any capital expenditures other than pursuant to contracts in effect on or prior to the date of the Merger Agreement;

•

fail to maintain in all material respects its insurance policies;

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fail to take any action (including non-payment of fees) with respect to any registered intellectual property owned or purported to be owned by the Company and its subsidiaries with the relevant governmental authorities and domain name registrars that is reasonably necessary to maintain such registered intellectual property in full force and effect;

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(i) assign, transfer, sell, or dispose of or grant exclusive licenses to any material intellectual property owned by the Company, or (ii) terminate or transfer any license to the Company or its subsidiaries for any material

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grant rights or licenses in any of the Company’s intellectual property to any standards-setting organization (including any group or organization, such as special interest groups, forums, consortia, committees, working groups or associations) or to any third party in connection with the requirements of any standards-setting organization; or

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enter into, authorize any of, or agree or commit in writing to enter into a contract to take any of the actions listed above.

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solicit, initiate, or propose the making, submission or announcement of, or knowingly induce, encourage, facilitate or assist, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

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furnish to any person (other than to Parent and its affiliates and their respective representatives) any non-public information relating to the Company or its subsidiaries or afford to any person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its subsidiaries (other than Parent and its affiliates and their respective representatives), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

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participate or engage in, or knowingly facilitate, discussions or negotiations with any person with respect to an Acquisition Proposal or with respect to any inquiries from any person relating to the making of an Acquisition Proposal (other than informing such persons of the non-solicitation provisions contained in the Merger Agreement and contacting the person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal);

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approve, endorse, or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

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enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (as defined in the Merger Agreement); or

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authorize, propose or commit to do any of the foregoing.

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“Acquisition Proposal” means any offer or proposal (other than an offer or proposal by the Parent Entities or any of their affiliates) to engage in an Acquisition Transaction.

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“Acquisition Transaction” means any transaction or series of related transactions (other than the transactions contemplated by the Merger Agreement) involving:

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“Superior Proposal” means any bona fide Acquisition Proposal for an Acquisition Transaction on terms that the HOFRE Board (or a committee thereof) has determined in good faith (after consultation with its financial advisors and outside legal counsel), that if consummated, would be more favorable, from a financial point of view, to our stockholders (in their capacity as such) than the Merger taking into account (a) any revisions to the Merger Agreement made or proposed in writing by Parent prior to the time of such determination, and (b) those factors and matters deemed relevant in good faith by the HOFRE Board (or any committee thereof), which factors shall include the legal, regulatory and financing aspects of the proposal (including certainty of, and timing of, closing), and the identity of the person making the proposal. For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “15%” and “85%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%” and “50%” respectively.

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withhold, withdraw, amend, qualify or modify, or publicly propose to withhold, withdraw, amend, qualify or modify, the recommendation of the HOFRE Board that the holders of shares of HOFRE Common Stock vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger in a manner adverse to Parent in any material respect (including the failure of the HOFRE Board to publicly recommend against acceptance of a tender or exchange offer by the Company’s stockholders within 10 business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act);

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adopt, approve, endorse, recommend or otherwise declare advisable an Acquisition Proposal;

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fail to publicly reaffirm the recommendation of the HOFRE Board that the holders of shares of HOFRE Common Stock vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger within 10 business days (or, if the stockholder meeting is scheduled to be held within 10 business days, then within one business day after Parent so requests in writing) after Parent requests such re-affirmation in writing following the occurrence of a material development that Parent believes, in good faith, has created uncertainty as to the position of the HOFRE Board or whether the requisite stockholder approval will be obtained;

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take or fail to take any formal action or make or fail to make any recommendation or public statement in connection with a tender or exchange offer, other than a recommendation against such offer or a “stop, look and listen” communication by the HOFRE Board (or a committee thereof) to our stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication);

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fail to include the recommendation of the HOFRE Board that the holders of shares of HOFRE Common Stock vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger in this proxy statement; or

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cause or permit the Company or its subsidiaries to enter into an Alternative Acquisition Agreement (as defined in the Merger Agreement).

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the Company has provided prior written notice to Parent at least four business days in advance to the effect that the HOFRE Board (or a committee thereof) has (A) so determined; and (B) resolved to effect the HOFRE Board recommendation change pursuant to the terms of the Merger Agreement, which notice is required to specify in reasonable detail the basis for such Board recommendation change and describe the applicable Intervening Event in reasonable detail; and

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prior to effecting such the HOFRE Board recommendation change:

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the HOFRE Board (or a committee thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to do so would likely be inconsistent with its fiduciary duties pursuant to applicable law;

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the Company, its subsidiaries and its representatives have complied in all material respects with their obligations pursuant to the non-solicitation obligations in the Merger Agreement with respect to such acquisition proposal; and

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the Company has provided prior written notice to Parent at least four business days in advance to the effect that the HOFRE Board (or a committee thereof) has:

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the Company and its representatives must have negotiated with Parent and its representatives in good faith (to the extent that Parent requests to so negotiate) to make such adjustments to the terms and conditions

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in the event of any material revisions, amendments, updates or supplements to such Acquisition Proposal, the Company must have delivered a new written notice to Parent and again complied with the requirements described above with respect to such new proposal, except that the new notice period will be two business days from the later of (x) the delivery of such written notice to Parent and (y) the end of the original four business day notice period described above.

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was not known to, or reasonably foreseeable by, the HOFRE Board as of the date of the Merger Agreement; and

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does not relate to:

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the Company has provided prior written notice to Parent at least three Business Days in advance (the “Wind-Down Notice Period”) to the effect that the HOFRE Board has determined to effect a change in the recommendation of the HOFRE Board that the holders of shares of HOFRE Common Stock vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger, which notice will specify in reasonable detail the basis for such change in recommendation; and

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prior to effecting such change in the recommendation of the HOFRE Board that the holders of shares of HOFRE Common Stock vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger and wind down of the Company, (i) the Company and its representatives, during such Wind-Down Notice Period (which period shall expire at 5:00 p.m. (Eastern Time) on the last Business Day of the Wind-Down Notice Period (“Wind-Down Notice Period Expiration”)), must have negotiated with Parent and its representatives in good faith (to the extent that Parent requests to so negotiate) to provide for alternative or increased financing to the Company for the Interim Period such that the HOFRE Board no longer determines that the failure to make a change in the recommendation of the HOFRE Board that the holders of shares of HOFRE Common Stock vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger would likely be inconsistent with its fiduciary duties pursuant to applicable law, (ii) following

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taking and disclosing to the Company’s stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the HOFRE Board (or a committee thereof) to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication);

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complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act;

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informing any person of the existence of the non-solicitation provisions contained in the Merger Agreement; or

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making any disclosure to the Company’s stockholders (including regarding the business, financial condition or results of operations of the Company and its subsidiaries) that the HOFRE Board (or a committee thereof) has determined to make in good faith in order to comply with applicable law, regulation or stock exchange rule or listing agreement. For clarity, (i) any such statement or disclosure made by the HOFRE Board (or a committee thereof) pursuant to the foregoing exceptions must be subject to the terms and conditions of the Merger Agreement and will not limit or otherwise affect the obligations of the Company or the HOFRE Board (or any committee thereof) and the rights of Parent under the non-solicitation provisions of the Merger Agreement, and (ii) nothing in the foregoing will be deemed to permit the Company or the HOFRE Board (or a committee thereof) to effect a HOFRE Board recommendation change other than in accordance with provisions of the Merger Agreement governing changes in the HOFRE Board recommendation or the entry into an alternative definitive agreement.

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describes the Company’s receipt of an Acquisition Proposal,

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identifies the person making such Acquisition Proposal,

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provides the material terms of such Acquisition Proposal, or

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describes the operation of the Merger Agreement

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a withholding, withdrawal, amendment, or modification, or proposal by the HOFRE Board (or a committee thereof) to withhold, withdraw, amend or modify, the recommendation of the HOFRE Board that the holders of shares of HOFRE Common Stock vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger,

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an adoption, approval or recommendation with respect to such Acquisition Proposal, or

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a Board recommendation change.

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obtaining all consents from governmental authorities;

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making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the Merger;

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obtaining all consents and delivering all notifications pursuant to any material contracts of the Company in connection with the Merger Agreement and the consummation of the Merger so as to maintain and preserve the benefits to the Surviving Corporation of such material contracts of the Company as of and following the consummation of the Merger; provided, however, that the Company is not obligated to send any notification or to seek any consent pursuant to any material contract unless and until Parent requests in writing (including by email) that the Company do so; and

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executing and delivering any contracts and other instruments that are reasonably necessary to consummate the Merger.

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causing senior management of the Company (and using reasonable efforts to cause advisors) to participate in virtual and/or telephonic meetings, presentations, due diligence sessions, drafting sessions and sessions with prospective investors at times to be mutually agreed;

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providing assistance to Parent with the preparation of customary presentations, information memoranda and other similar documents required in connection with the Parent Acquisition Financing;

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furnishing Parent with business and other material information regarding the Company as may be reasonably requested by Parent; and

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assisting in the taking of all corporate and other actions necessary to permit the consummation of the Parent Acquisition Financing on the Closing Date.

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the approval of the Merger by the requisite affirmative vote of the Company’s stockholders; and

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the absence of any then-effective law or order enacted, issued, promulgated, entered, enforced or deemed applicable by any governmental authority in any competent jurisdictions which has the effect of rendering illegal or otherwise prohibiting consummation of the Merger, or otherwise preventing, restricting or enjoining the consummation of the Merger.

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other than the representations and warranties described in the following two bullet points, the accuracy of the representations and warranties of the Company (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein), as of the date of the Merger Agreement, the date of the closing of the Merger or the date in respect of which such representation or warranty was specifically made, except for such failures to be true and correct that would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;

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the accuracy of the representations and warranties of the Company (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) relating to organization and qualification, corporate power and authority, brokers fees, and opinion of financial advisor, as of the date of the Merger Agreement, the date of the closing of the Merger or the date in respect of which such representation or warranty was specifically made, in all material respects;

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the accuracy of the representations and warranties of the Company relating to capitalization, as of the date of the Merger Agreement, the date of the closing of the Merger or the date in respect of which such representation or warranty was specifically made, except for de minimis inaccuracies;

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the Company having performed and complied in all material respects with all of its covenants and obligations required by the Merger Agreement to be performed or complied with by it on or prior to the closing of the Merger;

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the absence of any Company Material Adverse Effect having occurred following the date of the Merger Agreement;

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receipt by the Parent Entities of a certificate, dated as of the Closing Date, validly executed for and on behalf of the Company and in the name of the Company by a duly authorized officer thereof, certifying as to the accuracy of the Company’s representations and warranties and that certain conditions to the obligations of the Parent Entities to consummate the Merger set forth in the Merger Agreement have been satisfied;

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receipt by Parent of the Parent Acquisition Financing;

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all of the conditions precedent to consummation of the Real Estate Financing Transactions shall have been satisfied and the Real Estate Financing Transactions shall have been consummated prior to or will be consummated simultaneously with the closing;

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Parent shall have received executed consents in form and substance reasonably acceptable to Parent from the third parties listed on the applicable section of the Company Disclosure Letter;

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Parent shall have received resignation letters executed by each director and officer of the Company and its subsidiaries requested by Parent, which resignations shall be effective at the closing;

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Parent shall have received executed termination agreements with respect to certain related party agreements listed on the applicable section of the Company Disclosure Letter, in form and substance reasonably satisfactory to Parent; and

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no Insolvency Event (as defined in the Merger Agreement) shall have occurred following the execution and delivery of the Merger Agreement.

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the accuracy of the representations and warranties of the Parent Entities (disregarding all qualifications or limitations as to “materiality”, “Parent Material Adverse Effect” and words of similar import set forth therein) in the Merger Agreement, as of the date of the Merger Agreement, the date of the closing of the Merger or the date in respect of which such representation or warranty was specifically made, except for any failure to be so true and correct that would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of the Parent Entities to fully perform their respective covenants and obligations pursuant to the Merger Agreement;

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the Parent Entities having performed and complied in all material respects with all of their respective covenants and obligations required by the Merger Agreement to be performed or complied with by either Parent Entity on or prior to the closing of the Merger; and

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receipt by the Company of a certificate, dated as of the Closing Date, validly executed for and on behalf of the Parent Entities and in the respective names of each Parent Entity by a duly authorized officer thereof, certifying as to the accuracy of the Company’s representations and warranties and that certain conditions to the obligations of the Company to consummate the Merger set forth in the Merger Agreement have been satisfied.

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by mutual written agreement of the Company and Parent;

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by either the Company or Parent if:

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by the Company:

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the Company receives a Superior Proposal,

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the HOFRE Board authorizes the Company to enter into a definition acquisition agreement to consummate the transaction contemplated by the Superior Proposal,

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the Company has complied in all material respects with its covenants in Section 5.2 of the Merger Agreement with respect to such Superior Proposal, and

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concurrently with the termination of the Merger Agreement, the Company enters into an acquisition agreement to consummate the transaction contemplated by the Superior Proposal and pays Parent the Company Termination Fee due under the Merger Agreement,

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by Parent if:

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an Insolvency Event has occurred.

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the Merger Agreement is validly terminated because of the outside date termination, the stockholder vote-down termination or the Company breach termination, and prior to such termination, the Company receives a third-party proposal for an Acquisition Transaction the Company and within one year of the termination of the agreement, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement for such an Acquisition Transaction;

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the Merger Agreement is validly terminated by Parent if the HOFRE Board has made a board recommendation change or the Company has committed a material breach of its non-solicitation or negotiation covenant of the Merger Agreement; or

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the Merger Agreement is terminated by the Company to enter into a definitive agreement with respect to a Superior Proposal.

(1)

On May 22, 2025, Mr. Van Buiten notified HOFRE of his intent to resign from his positions at HOFRE, effective upon the earlier of (a) five business days following closure of the Merger, or (b) August 31, 2025.