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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 Form 10 - K ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended : December 31 , 2020 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Delaware ( State or other jurisdiction of incorporation or organization ) Commission File Number 001-38363 HALL OF FAME RESORT & ENTERTAINMENT COMPANY ( Exact name of registrant as specified in its charter ) 2626 Fulton Drive NW Canton , OH ( Address of principal executive offices ) Title of each class Common Stock , $ 0.0001 par value per share Warrants to purchase 1.421333 shares of Common Stock Large accelerated filer Non - accelerated filer > ( 330 ) 458-9176 ( Registrant's telephone number , including area code ) Securities registered under section 12 ( b ) of the Act : Trading Symbol ( s ) HOFV HOFVW 82-1270173 ( I.R.S. Employer Identification No. ) Securities registered under section 12 ( g ) of the Act : Not applicable 44718 ( Zip Code ) Name of each exchange on which registered Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Exchange Act . Yes No > Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > No Nasdaq Capital Market Nasdaq Capital Market Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No Indicate by check mark whether registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer or a smaller reporting company , or an emerging growth company . See definitions of “ large accelerated filer ” , “ accelerated filer ” , “ smaller reporting company " , and " emerging growth company " in Rule 12b - 2 of the Exchange Act : Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13 ( a ) of the Exchange Act . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . As of June 30 , 2020 , the last day of the registrant's most recently completed second fiscal quarter ; the aggregate market value of the registrant's common stock held by non - affiliates of the registrant was approximately $ 36,923,755 . As of March 9 , 2021 , the registrant had outstanding 83,284,597 shares of common stock , $ 0.0001 par value . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10 - K to the extent stated herein . Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31 , 2020 .