Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | HALL OF FAME RESORT & ENTERTAINMENT COMPANY | ||
Trading Symbol | HOFV | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 108,123,006 | ||
Entity Public Float | $ 177,288,737 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001708176 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38363 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-1270173 | ||
Entity Address, Address Line One | 2626 Fulton Drive NW | ||
Entity Address, City or Town | Canton | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44718 | ||
City Area Code | (330) | ||
Local Phone Number | 458-9176 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 10,282,983 | $ 7,145,661 |
Restricted cash | 7,105,057 | 32,907,800 |
Accounts receivable, net | 2,367,225 | 366,089 |
Prepaid expenses and other assets | 8,350,604 | 6,920,851 |
Property and equipment, net | 180,460,562 | 154,355,763 |
Project development costs | 128,721,480 | 107,969,139 |
Total assets | 337,287,911 | 309,665,303 |
Liabilities | ||
Notes payable, net | 101,360,196 | 98,899,367 |
Accounts payable and accrued expenses | 12,120,891 | 20,538,190 |
Due to affiliate | 1,818,955 | 1,723,556 |
Warrant liabilities | 13,669,000 | 19,112,000 |
Other liabilities | 3,740,625 | 4,310,469 |
Total liabilities | 132,709,667 | 144,583,582 |
Commitments and contingencies (Note 6, 7, and 8) | ||
Stockholders’ equity | ||
Undesignated preferred stock, $0.0001 par value; 4,932,200 shares authorized; no shares issued or outstanding at December 31, 2021 and 2020 | ||
Series B convertible preferred stock, $0.0001 par value; 15,200 shares designated; 15,200 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively | 2 | |
Common stock, $0.0001 par value; 300,000,000 shares authorized; 97,563,841 and 64,091,266 shares issued and outstanding at December 31, 2021 and 2020, respectively | 9,756 | 6,410 |
Additional paid-in capital | 305,117,091 | 172,112,688 |
Accumulated deficit | (99,951,839) | (6,840,871) |
Total equity attributable to HOFRE | 205,175,010 | 165,278,227 |
Non-controlling interest | (596,766) | (196,506) |
Total equity | 204,578,244 | 165,081,721 |
Total liabilities and stockholders' equity | $ 337,287,911 | $ 309,665,303 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,932,200 | 4,932,200 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 97,563,841 | 64,091,266 |
Common stock, shares outstanding | 97,563,841 | 64,091,266 |
Series B Convertible Preferred Stock | ||
Series B convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Series B convertible preferred stock, shares authorized | 15,200 | 15,200 |
Series B convertible preferred stock, shares issued | 15,200 | 0 |
Series B convertible preferred stock, shares outstanding | 15,200 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | ||
Sponsorships, net of activation costs | $ 6,023,863 | $ 6,424,201 |
Rents and cost recoveries | 305,302 | 474,020 |
Event and other revenues | 681,408 | 38,750 |
Hotel revenues | 3,759,811 | 162,183 |
Total revenues | 10,770,384 | 7,099,154 |
Operating expenses | ||
Property operating expenses | 27,780,351 | 26,631,821 |
Hotel operating expenses | 4,408,691 | 419,595 |
Commission expense | 1,020,774 | 1,671,964 |
Impairment expense | 1,748,448 | |
Depreciation expense | 12,199,148 | 11,085,230 |
Total operating expenses | 47,157,412 | 39,808,610 |
Loss from operations | (36,387,028) | (32,709,456) |
Other income (expense) | ||
Interest expense, net | (3,580,840) | (5,718,473) |
Amortization of discount on note payable | (5,160,242) | (10,570,974) |
Change in fair value of warrant liability | (48,075,943) | 26,733,116 |
Business combination costs | (19,137,165) | |
Gain (loss) on extinguishment of debt | 390,400 | (4,282,220) |
Total other expense | (56,426,625) | (12,975,716) |
Net loss | (92,813,653) | (45,685,172) |
Series B preferred stock dividends | (697,575) | |
Loss attributable to non-controlling interest | 400,260 | 196,506 |
Net loss attributable to HOFRE stockholders | $ (93,110,968) | $ (45,488,666) |
Net loss per share, basic and diluted (in Dollars per share) | $ (1.03) | $ (1.71) |
Weighted average shares outstanding, basic and diluted (in Shares) | 90,295,878 | 26,644,449 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Series BConvertible Preferred stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total Equity Attributable to HOFRE Stockholders | Non-controlling Interest | Total |
Balance at Dec. 31, 2019 | $ 544 | $ 34,948,795 | $ 34,949,339 | $ 34,949,339 | |||
Balance (in Shares) at Dec. 31, 2019 | 5,436,000 | ||||||
Contribution from shareholders | 3,699,000 | 3,699,000 | 3,699,000 | ||||
Conversion of the preferred equity loan | $ 1,228 | 58,438,346 | 58,439,574 | 58,439,574 | |||
Conversion of the preferred equity loan (in Shares) | 12,277,428 | ||||||
Shares of common stock issued for accounts payable and due to affiliates | $ 229 | 23,425,932 | 23,426,161 | 23,426,161 | |||
Shares of common stock issued for accounts payable and due to affiliates (in Shares) | 2,292,624 | ||||||
Business combination with GPAQ on July 1, 2020 | $ 653 | 494,179 | 494,832 | 494,832 | |||
Business combination with GPAQ on July 1, 2020 (in Shares) | 6,538,201 | ||||||
Shares of common stock issued in exchange of debt | $ 1,609 | 54,516,767 | 54,518,376 | 54,518,376 | |||
Shares of common stock issued in exchange of debt (in Shares) | 16,093,857 | ||||||
Stock-based compensation on restricted stock awards | $ 72 | 2,772,733 | 2,772,805 | 2,772,805 | |||
Stock-based compensation on restricted stock awards (in Shares) | 715,929 | ||||||
Stock-based compensation on restricted stock units | 1,554,968 | 1,554,968 | 1,554,968 | ||||
Vesting of restricted stock units | $ 18 | (18) | |||||
Vesting of restricted stock units (in Shares) | 176,514 | ||||||
Stock-based compensation - common stock awards | $ 3 | 195,997 | 196,000 | 196,000 | |||
Stock-based compensation - common stock awards (in Shares) | 25,000 | ||||||
Contingent beneficial conversion feature on PIPE Notes | 14,166,339 | 14,166,339 | 14,166,339 | ||||
November 18, 2020 capital raise, net of offering costs | $ 1,786 | 14,476,624 | 14,478,410 | 14,478,410 | |||
November 18, 2020 capital raise, net of offering costs (in Shares) | 17,857,142 | ||||||
December 4, 2020 capital raise, net of offering costs | $ 268 | 2,070,821 | 2,071,089 | 2,071,089 | |||
December 4, 2020 capital raise, net of offering costs (in Shares) | 2,678,571 | ||||||
Net loss | (45,488,666) | (45,488,666) | (196,506) | (45,685,172) | |||
Balance at Dec. 31, 2020 | $ 6,410 | 172,112,688 | (6,840,871) | 165,278,227 | (196,506) | 165,081,721 | |
Balance (in Shares) at Dec. 31, 2020 | 64,091,266 | ||||||
Stock-based compensation on restricted stock units (“RSU”) and restricted stock awards (“RSA”) | 5,510,134 | 5,510,134 | 5,510,134 | ||||
Stock-based compensation - common stock awards | $ 2 | 72,498 | 72,500 | 72,500 | |||
Stock-based compensation - common stock awards (in Shares) | 25,000 | ||||||
February 12, 2021 Capital Raise, net of offering costs | $ 1,224 | 27,560,774 | 27,561,998 | 27,561,998 | |||
February 12, 2021 Capital Raise, net of offering costs (in Shares) | 12,244,897 | ||||||
February 18, 2021 Overallotment, net of offering costs | $ 184 | 4,184,814 | 4,184,998 | 4,184,998 | |||
February 18, 2021 Overallotment, net of offering costs (in Shares) | 1,836,734 | ||||||
Issuance of vested RSUs | $ 2 | (2) | |||||
Issuance of vested RSUs (in Shares) | 24,028 | ||||||
Issuance of vested RSAs | $ 6 | (6) | |||||
Issuance of vested RSAs (in Shares) | 66,451 | ||||||
Sale of Series B preferred stock and warrants | $ 2 | 15,199,998 | 15,200,000 | 15,200,000 | |||
Sale of Series B preferred stock and warrants (in Shares) | 15,200 | ||||||
Vesting of RSUs, net of tax | $ 84 | (84) | |||||
Vesting of RSUs, net of tax (in Shares) | 841,218 | ||||||
Exercise of Warrants | $ 1,678 | 77,002,464 | 77,004,142 | 77,004,142 | |||
Exercise of Warrants (in Shares) | 16,775,143 | ||||||
Sale of common stock under at the market offering | $ 166 | 3,473,813 | 3,473,979 | 3,473,979 | |||
Sale of common stock under at the market offering (in Shares) | 1,659,104 | ||||||
Series B preferred stock dividends | (697,575) | (697,575) | (697,575) | ||||
Net loss | (92,413,393) | (92,413,393) | (400,260) | (92,813,653) | |||
Balance at Dec. 31, 2021 | $ 2 | $ 9,756 | $ 305,117,091 | $ (99,951,839) | $ 205,175,010 | $ (596,766) | $ 204,578,244 |
Balance (in Shares) at Dec. 31, 2021 | 15,200 | 97,563,841 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (92,813,653) | $ (45,685,172) |
Adjustments to reconcile net loss to cash flows used in operating activities | ||
Depreciation expense | 12,199,148 | 11,085,230 |
Amortization of note discounts | 5,160,242 | 10,570,974 |
Impairment expense | 1,748,448 | |
Interest paid in kind | 2,091,990 | 4,066,691 |
(Gain) loss on extinguishment of debt | (390,400) | 4,282,220 |
Change in fair value of warrant liability | 48,075,943 | (26,733,116) |
Stock-based compensation expense | 5,582,634 | 4,523,773 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,626,759) | 989,280 |
Prepaid expenses and other assets | (1,429,753) | (4,627,992) |
Accounts payable and accrued expenses | 1,113,976 | 29,264,412 |
Due to affiliates | 95,399 | (9,644,241) |
Other liabilities | (569,844) | 3,542,670 |
Net cash used in operating activities | (20,762,629) | (18,365,271) |
Cash Flows From Investing Activities | ||
Additions to project development costs and property and equipment | (70,734,055) | (48,614,331) |
Proceeds from business combination | 31,034,781 | |
Net cash used in investing activities | (70,734,055) | (17,579,550) |
Cash Flows From Financing Activities | ||
Proceeds from notes payable | 37,004,153 | 106,976,651 |
Repayments of notes payable | (39,941,576) | (62,593,562) |
Payment of financing costs | (1,569,779) | (3,227,898) |
Payment of Series B dividends | (193,333) | |
Proceeds from sale of common stock under ATM | 3,099,602 | |
Proceeds from sale of Series B preferred stock and warrants | 15,200,000 | |
Proceeds from equity raises, net of offering costs | 31,746,996 | 26,228,499 |
Proceeds from exercise of warrants | 23,485,200 | |
Net cash provided by financing activities | 68,831,263 | 67,383,690 |
Net (decrease) increase in cash and restricted cash | (22,665,421) | 31,438,869 |
Cash and restricted cash, beginning of period | 40,053,461 | 8,614,592 |
Cash and restricted cash, end of period | 17,388,040 | 40,053,461 |
Cash | 10,282,983 | 7,145,661 |
Restricted Cash | 7,105,057 | 32,907,800 |
Total cash and restricted cash | 17,388,040 | 40,053,461 |
Supplemental disclosure of cash flow information | ||
Cash paid during the year for interest | 3,068,627 | 5,962,918 |
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Project development cost acquired through accounts payable and accrued expenses, net | 5,929,913 | (1,297,215) |
Settlement of warrant liability | 53,518,943 | |
Non-cash contribution from PFHOF in shared services agreement | 3,699,000 | |
Accrued dividends | 504,242 | |
ATM proceeds receivable | 374,377 | |
Conversion of the preferred equity loan to common equity | 58,439,625 | |
Shares of common stock issued for accounts payable | 23,426,161 | |
Shares of common stock issued in exchange of debt | 54,518,376 | |
Conversion of GPAQ Sponsor Loan into convertible PIPE debt | 500,000 | |
Deferred financing costs in accounts payable and accrued expenses, net | 610,810 | |
Contingent beneficial conversion feature on PIPE Notes | 14,166,339 | |
Initial value of warrants accounted for as liabilities | 45,845,116 | |
Reclassify amounts from capitalized development costs to property and equipment | $ 34,938,554 | $ 27,373,715 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business | Note 1: Organization and Nature of Business Organization and Nature of Business Hall of Fame Resort & Entertainment Company, a Delaware corporation (together with its subsidiaries, unless the context indicates otherwise, the “Company” or “HOFRE”), was incorporated in Delaware as GPAQ Acquisition Holdings, Inc., a wholly owned subsidiary of our legal predecessor, Gordon Pointe Acquisition Corp. (“GPAQ”), a special purpose acquisition company. On July 1, 2020, the Company consummated a business combination with HOF Village, LLC, a Delaware limited liability company (“HOF Village”), pursuant to an Agreement and Plan of Merger dated September 16, 2019 (as amended on November 6, 2019, March 10, 2020 and May 22, 2020, the “Merger Agreement”), by and among the Company, GPAQ, GPAQ Acquiror Merger Sub, Inc., a Delaware corporation (“Acquiror Merger Sub”), GPAQ Company Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), HOF Village and HOF Village Newco, LLC, a Delaware limited liability company (“Newco”). The transactions contemplated by the Merger Agreement are referred to as the “Business Combination”. Upon the consummation of the Business Combination: (i) Acquiror Merger Sub merged with and into GPAQ, with GPAQ continuing as the surviving entity (the “Acquiror Merger”) and (ii) Company Merger Sub merged with and into Newco, with Newco continuing as the surviving entity (the “Company Merger”). In advance of the Company Merger, HOF Village transferred all of its assets, liabilities and obligations to Newco pursuant to a contribution agreement. In connection with the closing of the Business Combination, the Company changed its name from “GPAQ Acquisition Holdings, Inc.” to “Hall of Fame Resort & Entertainment Company.” As a result of the Business Combination, GPAQ and Newco continue as the Company’s wholly owned subsidiaries. Upon consummation of the Business Combination and, in connection therewith, HOFRE became a successor issuer to GPAQ by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Business Combination is, in substance, a reverse merger recapitalization and accordingly, the historical financials prior to the date of the Business Combination in these consolidated financial statements are those of HOF Village LLC and its subsidiaries. The Business Combination is further described in Note 11. The Company is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the National Football Museum, Inc., doing business as the Pro Football Hall of Fame (“PFHOF”). Headquartered in Canton, Ohio, the Company owns the Hall of Fame Village powered by Johnson Controls, a multi-use sports, entertainment, and media destination centered around the PFHOF’s campus. The Company is pursuing a differentiation strategy across three pillars, including destination-based assets, HOF Village Media Group, LLC (“Hall of Fame Village Media”), and gaming (including the fantasy football league in which the Company acquired a majority stake in 2020). The Company has entered into several agreements with PFHOF, an affiliate of the Company, and certain government entities, which outline the rights and obligations of each of the parties with regard to the property on which the Hall of Fame Village powered by Johnson Controls sits, portions of which are owned by the Company and portions of which are net leased to the Company by the government entities (see Note 7 for additional information). Under these agreements, PFHOF and the government entities are entitled to use portions of the Hall of Fame Village powered by Johnson Controls on a direct-cost basis. COVID-19 Since 2020, the world has been, and continues to be, impacted by the novel coronavirus (“COVID-19”) pandemic. COVID-19 and measures to prevent its spread impacted the Company’s business in a number of ways, most significantly with regard to a reduction in the number of events and attendance at events at Tom Benson Hall of Fame Stadium and Sports Complex, which negatively impacts the Company’s ability to sell sponsorships. Also, the Company opened its newly renovated DoubleTree by Hilton in Canton in November 2020, but the occupancy rate has been negatively impacted by the pandemic. Further, the COVID-19 pandemic has caused a number of supply chain disruptions, which negatively impacts the Company’s ability to obtain the materials needed to complete construction. The impact of these disruptions and the extent of their adverse impact on the Company’s financial and operating results will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unpredictable duration and severity of the impacts of COVID-19, and among other things, the impact of governmental actions imposed in response to COVID-19 as well as individuals’ and companies’ risk tolerance regarding health matters going forward and developing strain mutations. Liquidity The Company has sustained recurring losses and negative cash flows from operations through December 31, 2021. Since inception, the Company’s operations have been funded principally through the issuance of debt and equity. As of December 31, 2021, the Company had approximately $10 million of unrestricted cash and cash equivalents and $7 million of restricted cash. During February 2021, the Company received approximately $34.5 million gross proceeds from the issuance of shares of the Company’s common stock, par value of $0.0001 per share (“Common Stock”), before offering costs. On June 4, 2021, the Company completed a private placement with CH Capital Lending, LLC for a purchase price of $15 million (i) 15,000 shares of 7.00% Series B Convertible Preferred Stock (the “Series B Preferred Stock”), which are convertible into shares of the Company’s Common Stock, having an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment, and (ii) 2,450,980 warrants, with a term of three years, exercisable six months after issuance, each exercisable for one share of Common Stock at an exercise price of $6.90 per share, subject to certain adjustments (the “Series D Warrants”). Also on June 4, 2021, the Company closed a securities purchase agreement with another purchaser for 200 shares of Series B Preferred Stock and 32,680 Series D Warrants in exchange for $200,000. On each of August 12, 2021 and September 22, 2021, the Company issued to American Capital Center, LLC (“ACC”) 900 shares (the “Series A Shares”) of 7.00% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) at a price of $1,000 per share for an aggregate purchase price of $900,000. The Company will pay ACC an origination fee of 2% of the aggregate purchase price. On September 30, 2021, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Wedbush Securities Inc. and Maxim Group LLC with respect to an at-the-market offering program under which the Company may, from time to time, offer and sell shares of the Company’s Common Stock having an aggregate offering price of up to $50 million. Through December 31, 2021, approximately 1.7 million shares were sold resulting in net proceeds to the Company totaling approximately $3.5 million. The remaining availability under the Equity Distribution Agreement as of December 31, 2021 is approximately $46.5 million. On March 1, 2022, the Company and ErieBank agreed to extend the MKG DoubleTree Loan (as defined in Note 4) in principal amount of $15,300,000 to September 13, 2023. See Note 14, Subsequent Events, for more information on this transaction. On March 1, 2022, the Company executed a series of transactions with Industrial Realty Group, LLC, a Nevada limited liability company that is controlled by the Company’s director Stuart Lichter (“IRG”) and its affiliates, and JKP Financial, LLC (“JKP”), whereby IRG and JKP, among other things, extended certain of the Company’s debt in aggregate principal amount of $22,853,831 to March 31, 2024. See Note 14, Subsequent Events, for more information on these transactions. On March 3, 2022, the Company signed a nonbinding term sheet with a commercial lender for construction financing for the Center for Performance in an amount up to $4 million. On March 12, 2022, the Company signed a nonbinding term sheet with a different commercial lender for construction financing for the Retail Promenade in an amount up to $17.4 million. The Company believes that, as a result of the transactions described above and its current ongoing negotiations, it will have sufficient cash and future financing to meet its funding requirements over the next twelve months from the issuance of these consolidated financial statements. Notwithstanding, the Company expects that it will need to raise additional financing to accomplish its development plan over the next several years. The Company is seeking to obtain additional funding through debt, construction lending, and equity financing. There are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its financial condition and operating results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company for the years ended December 31, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). Consolidation The consolidated financial statements include the accounts and activity of the Company and its wholly owned subsidiaries. Investments in a variable interest entity in which the Company is not the primary beneficiary, or where the Company does not own a majority interest but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. All intercompany profits, transactions, and balances have been eliminated in consolidation. The Company owns a 60% interest in Mountaineer GM, LLC (“Mountaineer”), whose results are consolidated into the Company’s results of operations. The Company acquired 60% of the equity interests in Mountaineer for a purchase price of $100 from one of its related parties. The portion of Mountaineer’s net income (loss) that is not attributable to the Company is included in non-controlling interest. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). It may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such an extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions for the Company relate to bad debt, depreciation, costs capitalized to project development costs, useful lives of assets, stock-based compensation, fair value of financial instruments (including the fair value of the Company’s warrant liability), and estimates and assumptions used to measure impairment. Management adjusts such estimates when facts and circumstances dictate. Actual results could differ from those estimates. Property and Equipment and Project Development Costs Property and equipment are recorded at historical cost and depreciated using the straight-line method over the estimated useful lives of the assets. During the construction period, the Company capitalizes all costs related to the development of the Hall of Fame Village powered by Johnson Controls. Project development costs include predevelopment costs, amortization of finance costs, real estate taxes, insurance, and other project costs incurred during the period of development. The capitalization of costs began during the preconstruction period, which the Company defines as activities that are necessary for the development of the project. The Company ceases cost capitalization when a portion of the project is held available for occupancy and placed into service. This usually occurs upon substantial completion of all costs necessary to bring a portion of the project to the condition needed for its intended use, but no later than one year from the completion of major construction activity. The Company will continue to capitalize only those costs associated with the portion still under construction. Capitalization will also cease if activities necessary for the development of the project have been suspended. As of December 31, 2021, the second two phases of the project remained subject to such capitalization. The Company reviews its property and equipment and projects under development for impairment whenever events or changes indicate that the carrying value of the long-lived assets may not be fully recoverable. In cases where the Company does not expect to recover its carrying costs, an impairment charge is recorded. The Company measures and records impairment losses on its long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amount. Considerable judgment by management is necessary to estimate undiscounted future operating cash flows, and fair values and accordingly, actual results could vary significantly from such estimates. In August 2021, management determined that previously capitalized costs for the construction of the Center for Performance should be written off because of significant changes to the plans for the project that render certain of the current capitalized costs no longer of use for the Center for Performance. Management reviewed its capitalized costs and identified the costs that had no future benefit. As a result, in the third quarter of 2021, the Company recorded a $1,748,448 charge as an impairment of project development costs within the accompanying statement of operations. Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased, to be cash equivalents. There were no cash equivalents at December 31, 2021 and 2020, respectively. The Company maintains its cash and escrow accounts at national financial institutions. The balances, at times, may exceed federally insured limits. Restricted cash includes escrow reserve accounts for capital improvements and debt service as required under certain of the Company’s debt agreements. The balances at December 31, 2021 and 2020 were $7,105,057 and $32,907,800, respectively. Accounts Receivable Accounts receivable are generally amounts due under sponsorship and other agreements. Accounts receivable are reviewed for delinquencies on a case-by-case basis and are considered delinquent when the sponsor or debtor has missed a scheduled payment. Interest is not charged on delinquencies. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. Deferred Financing Costs Costs incurred in obtaining financing are capitalized and amortized to additions in project development costs during the construction period over the term of the related loans, without regard for any extension options until the project or portion thereof is considered substantially complete. Upon substantial completion of the project or portion thereof, such costs are amortized as interest expense over the term of the related loan. Any unamortized costs are shown as an offset to “Notes Payable, net” on the accompanying consolidated balance sheet. Investment in Joint Venture The Company previously used the equity method to record the activities of its 50% owned joint venture in Youth Sports. The equity method of accounting required that the Company recognize its initial capital investment at cost and subsequently, its share of the earnings or losses in the joint venture. The joint venture agreement was structured whereby the Company was not at risk for losses above its original capital investment. Therefore, the Company did not record a deficit that would have resulted in the equity being negative from the investment in joint venture. The maximum exposure to loss represented the potential loss of assets which may have been recognized by the Company relating to its investment in the joint venture. On May 29, 2020, the Company acquired the remaining 50% in Youth Sports for the accounts receivable amounts due from them, which was fully reserved as of the date of the transaction. The results of this non-cash transaction increased the Company’s interest to 100%. Upon acquisition, the Company consolidated the Youth Sports joint venture, an inactive voting interest entity. The Company accounted for the transaction as an asset acquisition under a cost accumulation model, and no gain on the change of control of interest was recognized in the consolidation, resulting in no consolidated assets or liabilities. Revenue Recognition The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue with Contracts with Customers, The Company generates revenues from various streams such as sponsorship agreements, rents, cost recoveries, events, hotel operation, Hall of Fantasy League, and through the sale of media assets. The sponsorship arrangements, in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time, recognize revenue on a straight-line basis over the time period specified in the contract. The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included in other liabilities on the accompanying consolidated balance sheets. Contractually due but unpaid sponsorship revenue are included in accounts receivable on the accompanying consolidated balance sheet. Refer to Note 6 for more details. Revenue for rents, cost recoveries, and events are recognized at the time the respective event or service has been performed. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable. The Company’s owned hotel revenues primarily consist of hotel room sales, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales, and other ancillary goods and services (e.g., parking) related to owned hotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. Although the transaction prices of hotel room sales, goods, and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling price of each component. Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for unrecognized tax benefits is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2021 and 2020, no liability for unrecognized tax benefits was required to be reported. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2021 and 2020. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company’s effective tax rates of zero differ from the statutory rate for the years presented primarily due to the Company’s net operating loss, which was fully reserved for all years presented. The Company has identified the United States and Ohio as its “major” tax jurisdictions, and such returns for the years 2017 through 2020 remain subject to examination. Ground Rent Expense Ground rent expense is recognized on a straight-line basis over the life of the related operating lease. Stock–Based Compensation The Company recognizes compensation expense for all equity-based payments in accordance with ASC 718 “ Compensation – Stock Compensation Restricted stock units are granted at the discretion of the Compensation Committee of the Company’s board of directors (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 36-month period. Segments The Company has evaluated its business to determine whether it has multiple operating segments. The Company has concluded that, as of December 31, 2021 and 2020, it only has one operating segment, given that its chief operating decision maker reviews the Company’s results solely on a consolidated basis. Warrant Liabilities The Company accounts for warrants to purchase shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815, “Derivatives and Hedging”. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as “change in fair value of warrant liabilities” on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Advertising Costs The Company expenses all advertising and marketing costs as they are incurred and records them as “property operating expenses” on the Company’s consolidated statements of operations. Total advertising and marketing costs for the years ended December 31, 2021 and 2020 were $611,843 and $484,978, respectively. Software Development Costs The Company recognizes all costs incurred to establish technological feasibility of a computer software product to be sold, leased, or otherwise marketed as research and development costs. Prior to the point of reaching technological feasibility, all costs shall expensed when incurred. Once the development of the product establishes technological feasibility, the Company will begin capitalizing these costs. Management exercises its judgement in determining when technological feasibility is established based on when a product design and working model have been completed and the completeness of the working model and its consistency with the product design have been confirmed through testing. Film and Media Costs The Company capitalizes all costs to develop films and related media as an asset, included in “project development costs” on the Company’s consolidated balance sheet. The costs for each film or media will be expensed over the expected release period. Accounting for Real Estate Investments Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset or business combination. The determination is primarily based on whether the assets acquired and liabilities assumed meet the definition of a business. The determination of whether the assets acquired and liabilities assumed meet the definition of a business include a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired and liabilities assumed are not considered a business. Most of the Company’s acquisitions meet the single or similar asset threshold due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate acquired. Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs. The Company allocates the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. The Company determines the fair value of tangible assets, such as land, building, furniture, fixtures, and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs, and other available information and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. The Company determines the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. If a transaction is determined to be a business combination, the assets acquired, liabilities assumed, and any identified intangibles are recorded at their estimated fair values on the transaction date, and transaction costs are expensed in the period incurred. Reclassification Certain amounts in prior periods relating to the presentation of accounts receivable and deferred sponsorship revenue have been reclassified to conform to the current period presentation. Fair Value Measurement The Company follows FASB’s ASC 820–10, Fair Value Measurement The three levels of fair value hierarchy defined by ASC 820–10-20 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company uses Levels 1 and 3 of the fair value hierarchy to measure the fair value of its warrant liabilities. The Company revalues such liabilities at every reporting period and recognizes gains or losses on the change in fair value of the warrant liabilities as “change in fair value of warrant liabilities” in the consolidated statements of operations. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheet as of December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Level 2021 2020 Warrant liabilities – Public Series A Warrants 1 $ 4,617,000 $ 4,130,000 Warrant liabilities – Private Series A Warrants 3 110,000 420,000 Warrant liabilities – Series B Warrants 3 2,416,000 9,781,000 Warrant liabilities – Series C Warrants 3 6,526,000 4,781,000 Fair value of aggregate warrant liabilities $ 13,669,000 $ 19,112,000 The Series A Warrants issued to the previous shareholders of GPAQ (the “Public Series A Warrants”) are classified as Level 1 due to the use of an observable market quote in the active market. Level 3 financial liabilities consist of the Series A Warrants issued to the sponsors of GPAQ (the “Private Series A Warrants”), the Series B Warrants issued in the Company’s November 2020 follow-on public offering, and the Series C Warrants issued in the Company’s December 2020 private placement, for which there is no current market for these securities, and the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded appropriately. Initial Measurement The Company established the initial fair value of its warrant liabilities at the respective dates of issuance. In the case of the Public Series A Warrants, the Company valued the warrants using the quoted market price on the date of issuance. In the case of the Private Series A Warrants, Series B Warrants and Series C Warrants, the Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations are below: Private Series A Warrants Series B Warrants Series C Warrants July 1, November 18, December 29, Term (years) 5.0 5.0 5.0 Stock price $ 8.44 $ 1.22 $ 1.29 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 13.3 % 49.4 % 49.5 % Risk free interest rate 0.3 % 0.4 % 0.4 % Number of shares 1,480,000 20,535,713 10,036,925 Value (per share) $ 1.74 $ 0.52 $ 0.52 Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: Public Private Series B Series C Total Fair value as of January 1, 2021 $ 4,130,000 $ 420,000 $ 9,781,000 $ 4,781,000 $ 19,112,000 Settlement of warrants, exercised - - (53,518,943 ) - (53,518,943 ) Change in fair value, exercised - - 43,070,207 - 43,070,207 Change in fair value, outstanding 487,000 (310,000 ) 3,083,736 1,745,000 5,005,736 Fair value as of December 31, 2021 $ 4,617,000 $ 110,000 $ 2,416,000 $ 6,526,000 $ 13,669,000 On March 1, 2022, the Company and IRG amended the Series C Warrants. See Note 14, Subsequent Events, for more information on this transaction. The key inputs into the Black Scholes valuation model for the Level 3 valuations as of December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 Private Series B Series C Private Series B Series C Term (years) 3.5 3.9 4.0 4.5 4.9 5.0 Stock price $ 1.52 $ 1.52 $ 1.52 $ 1.23 $ 1.23 $ 1.23 Exercise price $ 11.50 $ 1.40 $ 1.40 $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 50.6 % 50.6 % 50.6 % 70.7 % 49.5 % 49.5 % Risk free interest rate 1.3 % 1.3 % 1.3 % 0.3 % 0.3 % 0.3 % Number of shares 2,103,573 3,760,570 10,036,925 2,103,573 20,535,713 10,036,925 Value (per share) $ 0.05 $ 0.64 $ 0.65 $ 0.28 $ 0.48 $ 0.48 Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants, (ii) vesting of restricted stock units and restricted stock awards, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive. At December 31, 2021 and 2020, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive. For the years ended 2021 2020 Warrants to purchase shares of Common Stock 41,012,349 55,303,832 Unvested restricted stock awards 238,643 715,929 Unvested restricted stock units to be settled in shares of Common Stock 2,207,337 1,672,177 Shares of Common Stock issuable upon conversion of convertible notes 3,486,920 - Shares of Common Stock issuable upon conversion of Series B Preferred Stock 4,967,320 - Total potentially dilutive securities 51,912,569 57,691,938 Recent Accounting Standards In February 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Classification for both lessees and lessors is based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. ASU 2016-02 also requires qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is currently evaluating the impact of the pending adoption of this new standard on its condensed consolidated financial statements. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements Financial Instruments – Credit Losses (Topic 326): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases The Company expects that, upon the adoption of ASC 842 on January 1, 2022, the Company will recognize a right of use asset and corresponding lease liability of approximately $4 million. Subsequent Events Subsequent events have been evaluated through March 14, 2022, the date the consolidated financial statements were issued. Except for as disclosed in Notes 1, 2, 4, 9, and 14, no other events have been identified requiring disclosure or recording. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3: Property and Equipment Property and equipment consists of the following: Useful Life December 31, December 31, 2020 Land $ 4,186,090 $ 535,954 Land improvements 25 years 31,194,623 31,078,211 Building and improvements 15 to 39 years 192,384,530 158,020,145 Equipment 5 to 10 years 2,338,894 2,165,882 Property and equipment, gross 230,104,137 191,800,192 Less: accumulated depreciation (49,643,575 ) (37,444,429 ) Property and equipment, net $ 180,460,562 $ 154,355,763 Project development costs $ 128,721,480 $ 107,969,139 For the years ended December 31, 2021 and 2020, the Company recorded depreciation expense of $12,199,148 and $11,085,230, respectively. For the years ended December 31, 2021 and 2020, the Company incurred $58,581,466 and $19,381,440 of capitalized project development costs, respectively. During October 2021, the Company placed its Center for Excellence into service and transferred $32,938,554 from project development costs into property and equipment. In August 2021, management determined that previously capitalized costs for the construction of the Center for Performance should be written off because of significant changes to the plans for the project that render certain of the current capitalized costs no longer of use for the Center for Performance. Management reviewed its capitalized costs and identified the costs that had no future benefit. As a result, in the third quarter of 2021, the Company recorded a $1,748,448 charge as an impairment of project development costs within the accompanying statement of operations. Included in project development costs are film development costs of $464,000 and $0 as of December 31, 2021 and 2020, respectively. |
Notes Payable, Net
Notes Payable, Net | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable Net [Abstract] | |
Notes Payable, net | Note 4: Notes Payable, net Notes payable, net consisted of the following at December 31, 2021: Gross Discount Net Interest Rate Maturity Date (including effect of March 1, 2022 transactions) TIF loan $ 9,451,000 $ (1,611,476 ) $ 7,839,524 5.20 % 7/31/2048 Preferred equity loan 3,600,000 - 3,600,000 7.00 % Various City of Canton Loan 3,500,000 (6,509 ) 3,493,491 5.00 % 7/1/2027 New Market/SCF 2,999,989 - 2,999,989 4.00 % 12/30/2024 Constellation EME 5,227,639 - 5,227,639 6.05 % 12/31/2022 JKP Capital loan 6,953,831 - 6,953,831 12.00 % 3/31/2024 MKG DoubleTree Loan 15,300,000 (83,939 ) 15,216,061 5.00 % 9/13/2023 Convertible PIPE Notes 24,059,749 (11,168,630 ) 12,891,119 10.00 % 3/31/2025 Canton Cooperative Agreement 2,670,000 (174,843 ) 2,495,157 3.85 % 5/15/2040 Aquarian Mortgage Loan 7,400,000 (439,418 ) 6,960,582 10.00 % 3/31/2024 Constellation EME #2 4,455,346 - 4,455,346 5.93 % 4/30/2026 IRG Note 8,500,000 - 8,500,000 8.00 % 3/31/2024 ErieBank Loan 13,353,186 (598,966 ) 12,754,220 4.50 % 6/15/2034 PACE Equity Loan 8,250,966 (277,729 ) 7,973,237 6.05 % 12/31/2046 Total $ 115,721,706 $ (14,361,510 ) $ 101,360,196 Notes payable, net consisted of the following at December 31, 2020: Gross Discount Net TIF loan $ 9,654,000 $ (1,666,725 ) $ 7,987,275 Syndicated unsecured term loan 170,090 - 170,090 Preferred equity loan 1,800,000 - 1,800,000 Naming rights securitization loan 1,821,559 (113,762 ) 1,707,797 City of Canton Loan 3,500,000 (7,681 ) 3,492,319 New Market/SCF 2,999,989 - 2,999,989 Constellation EME 9,900,000 - 9,900,000 Paycheck protection plan loan 390,400 - 390,400 JKP Capital loan 6,953,831 (13,887 ) 6,939,944 MKG DoubleTree Loan 15,300,000 (443,435 ) 14,856,565 Convertible PIPE Notes 21,797,670 (13,475,202 ) 8,322,468 Canton Cooperative Agreement 2,670,000 (181,177 ) 2,488,823 Aquarian Mortgage Loan 40,000,000 (2,156,303 ) 37,843,697 Total $ 116,957,539 $ (18,058,172 ) $ 98,899,367 During the years ended December 31, 2021 and 2020, the Company recorded amortization of note discounts of $5,160,242 and $10,570,974, respectively. During the years ended December 31, 2021 and 2020, the Company recorded paid-in-kind interest of $2,091,990 and $4,066,691, respectively. Accrued Interest on Notes Payable As of December 31, 2021 and 2020, accrued interest on notes payable, were as follows: December 31, 2021 2020 TIF loan $ 22,208 $ - Preferred equity loan 203,350 27,125 New Market/SCF 89,682 - Constellation EME - 248,832 Paycheck protection plan loan - 2,706 City of Canton Loan 5,979 4,472 JKP Capital Note 1,251,395 416,836 MKG Doubletree loan - 67,716 Canton Cooperative Agreement 39,416 20,593 Aquarian Mortgage Loan - 333,333 ErieBank Loan 26,706 - PACE Equity Loan 30,824 - Total $ 1,669,560 $ 1,121,613 The amounts above were included in “accounts payable and accrued expenses” and “other liabilities” on the Company’s consolidated balance sheets, as follows: December 31, 2021 2020 Accounts payable and accrued expenses $ 1,669,560 $ 1,094,488 Other liabilities - 27,125 $ 1,669,560 $ 1,121,613 TIF Loan For the Company, the Development Finance Authority of Summit County (“DFA Summit”) offered a private placement of $10,030,000 in taxable development revenue bonds, Series 2018. The bond proceeds are to reimburse the developer for costs of certain public improvements at the Hall of Fame Village powered by Johnson Controls, which are eligible uses of tax-incremental funding (“TIF”) proceeds. Under the cooperative agreement entered into by the Company, two subsidiaries, the City of Canton, DFA Summit, Stark County Port Authority, and the bank trustee, the Company and certain subsidiaries have been exempted from certain real estate taxes. However, the Company must make real estate tax payments on the TIF parcels sufficient to cover future required payments on the bond debt service until the 2018 bonds are no longer outstanding. This is a significant commitment made by the Company and is guaranteed by an individual’s trust, an individual, and two subsidiaries of the Company. Since the bond debt service is fixed and determinable, a liability has been recorded as of December 31, 2021 and 2020, representing the present value of the future bond debt service payments. The term of the TIF requires the Company to make installment payments through July 31, 2048. The current imputed interest rate is 5.2%, which runs through July 31, 2028. The imputed interest rate then increases to 6.6% through July 31, 2038 and finally increases to 7.7% through the remainder of the TIF. The Company is required to make payments on the TIF semi-annually in June and December each year. 7.00% Series A Cumulative Redeemable Preferred Stock (Preferred Equity Loan) On April 1, 2021, the Company received $900,000 in advance of a subscription agreement to purchase shares of 7.00% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”). On August 12, 2021, the Company entered into a subscription agreement with ACC to issue to the Investor 900 shares of Series A Preferred Stock at a price of $1,000 per share for an aggregate purchase price of $900,000. On September 22, 2021, the Company issued an additional 900 shares of Series A Preferred Stock to the Investor at a price of $1,000 per share for an aggregate purchase price of $900,000. The Company had 3,600 and 1,800 shares of Series A Preferred Stock outstanding and 52,800 and 52,800 shares of Series A Preferred Stock authorized as of December 31, 2021 and 2020, respectively. The Series A Preferred Stock is required to be redeemed for cash after five years from the date of issuance and is recorded in “Notes payable, net” on the Company’s consolidated balance sheet. City of Canton Loan On December 30, 2019, the Company entered into a loan facility with the City of Canton, OH, whereby it may borrow up to $3,500,000. The loan accrues interest at a rate of 0.5% per annum. Upon an event of default, the interest rate will increase to five percent (5%) per annum on the outstanding balance at the time of default. The loan shall mature on July 1, 2027. During the year ended December 31, 2020, the Company borrowed the maximum amount of $3,500,000 on the loan. The Company has the option to extend the loan’s maturity date for three years, to July 1, 2030, if the Company meets certain criteria in terms of the hotel occupancy level and maintaining certain financial ratios. New Market/SCF On December 30, 2019, the Company entered into a loan facility with New Market Project, Inc., whereby it may borrow up to $3,000,000, of which the proceeds are to be used for the development of McKinley Grand Hotel, as described below. During the year ended December 31, 2020 the Company borrowed $2,999,989 on this facility. The loan has a maturity date of December 30, 2024 and accrues interest at a rate of 4% per annum. In the event of default, including failure to pay upon final maturity, the interest rate shall increase by adding a 5% fee that applies to each succeeding interest rate change that would have applied had there been no default. Constellation EME On December 30, 2019, the Company entered into a loan facility with Constellation NewEnergy, Inc. (“Constellation”) whereby it may borrow up to $9,900,000 (the “Constellation Loan Facility”). The proceeds of the Constellation Loan Facility are to be held in escrow by a custodian to fund future development costs. The proceeds will be released from escrow as development costs are incurred. The Constellation Loan Facility was amended on April 13, 2020 to modify the payment schedule and maturity date, reflecting current project timetables. The maturity date is December 31, 2022 and payments are due in 29 monthly installments totaling $11,075,000, with an effective interest rate of 6.1%. Beginning in August 2020 through December 2020, the monthly installment amount is $55,000, which increases in January 2021 to $450,000 through December 2022. During the year ended December 31, 2020, the Company borrowed the full amount under the Constellation Loan Facility. The Company also has a sponsorship agreement with Constellation. Refer to Note 6 for additional information. Paycheck Protection Program Loan On April 22, 2020, the Company obtained a Paycheck Protection Program Loan (“PPP Loan”) for $390,400. The PPP Loan had a fixed interest rate of 1% and required the Company to make 18 monthly payments beginning on November 22, 2020, with a maturity date of April 22, 2022, subject to debt forgiveness provisions from the Small Business Association. On February 1, 2021, the Company obtained notice from the Small Business Association that the full outstanding amount of the PPP Loan was forgiven. During the year ended December 31, 2021, the Company recognized the forgiveness of the PPP Loan as “Gain on extinguishment of debt” in the Company’s consolidated statement of operations. JKP Capital Loan On June 24, 2020, HOF Village and HOFV Hotel II executed a loan evidenced by a promissory note (the “JKP Capital Loan”) in favor of JKP Financial, LLC (“JKP”) for the principal sum of $7,000,000. The JKP Capital Loan bears interest at a rate of 12% per annum and matures on December 2, 2021, on which date all unpaid principal and accrued and unpaid interest is due. The JKP Capital Loan is secured by the membership interests in HOFV Hotel II held by HOF Village. On March 1, 2022, the Company and JKP agreed, among other things, to extend the maturity date of the JKP Capital Loan to March 31, 2024. See Note 14, Subsequent Events, for more information. MKG DoubleTree Loan On September 14, 2020, the Company entered into a construction loan agreement with Erie Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation, as lender. The Company has applied and been approved for a first mortgage loan for $15.3 million (“MKG DoubleTree Loan”) with a variable interest rate of 1.75% plus the prime commercial rate, at which no time can it drop below 5%, for the purpose of renovating the McKinley Grand Hotel in the City of Canton, Ohio. The initial maturity date is 18 months after the exercised loan date, March 13, 2022, and the agreement includes an extended maturity date of September 13, 2022, should HOFRE need more time with an extension fee of 0.1% of the then outstanding principal balance. The MKG DoubleTree Loan has certain financial covenants whereby the Company must maintain a minimum tangible net worth of $5,000,000 and minimum liquidity of not less than $2,000,000. These covenants are to be tested annually based upon the financial statements at the end of each fiscal year. On March 1, 2022, the Company and Erie Bank agreed to extend the maturity date of the MKG DoubleTree Loan to September 13, 2023. See Note 14, Subsequent Events, for more information. Convertible PIPE Notes On July 1, 2020, concurrently with the closing of the Business Combination, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain funds managed by Magnetar Financial, LLC and other purchasers (together, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “Private Placement”) $20,721,293 in aggregate principal of the Company’s 8.00% Convertible Notes due 2025 (the “PIPE Notes”). Interest on PIPE Notes is payable quarterly in either cash or an increase in the principal amount of PIPE Notes (“PIK Interest”). If the Company pays interest as PIK Interest, the interest rate for such payment is 10%, rather than 8%. Pursuant to the terms of the Note Purchase Agreement, the PIPE Notes may be converted into shares of Common Stock at a conversion price equal to $6.90 per share. There are also Note Redemption Warrants that may be issued pursuant to the Note Purchase Agreement upon redemption of the PIPE Notes that will be exercisable for a number of shares of Common Stock to be determined at the time any such warrant is issued. The exercise price per share of Common Stock of any warrant will be equal to the conversion price of the PIPE Notes at the time such warrant is issued pursuant to the Note Purchase Agreement. Canton Cooperative Agreement On September 1, 2020, HOFRE entered into a Cooperative Agreement with DFA Summit, the City of Canton, Ohio (“Canton”), the Canton Regional Energy Special Improvement District, Inc. (the “District”), and U.S Bank National Association for the construction of the Series 2020C Project. The Series 2020C Project constitutes a port authority facility and a special energy improvement project under the Special Improvement District Act. HOFRE applied and received approval from the District and Canton for the aforementioned project. The loan amount is $2,670,000, with a discount of $182,723, which will be amortized over the life of the loan using the effective interest method. In order to pay for the costs of the Series 2020C Project, the District and HOFRE have requested and been approved by DFA Summit, to issue and sell the Series 2020C Bonds pursuant to an indenture and make a portion of the proceeds of the Series 2020C Bonds available to the developer to undertake the provision of the Series 2020C Project. While the Series 2020C Bonds are outstanding, HOFRE shall pay the special assessment and the service payments semi-annually to the Canton County Treasurer pursuant to and in accordance with the Assessing Ordinance, the TIF Act, and the TIF Ordinance. The service payments shall be in the same amount as the real property taxes that would have been charged and payable against the improvements had the TIF Exemption not been granted. The special assessment payments will be made on January 31 st st Aquarian Mortgage Loan On December 1, 2020, the Company entered into a mortgage loan (the “Aquarian Mortgage Loan”) with Aquarian Credit Funding, LLC (“Aquarian”), as administrative agent and with Investors Heritage Life Insurance Company and Lincoln Benefit Life Company, as lenders, for $40,000,000 of gross proceeds. The Aquarian Mortgage Loan bears interest at 10% per annum. Upon the occurrence and during the continuance of an event of default, Aquarian may, at its option, take such action, without notice or demand, that Aquarian deems advisable to protect and enforce its rights against the Company, including declaring the debt to become immediately due and payable. On August 30, 2021, the Company and Aquarian amended the terms of the Aquarian Mortgage Loan whereby the Company paid $20 million to Lincoln Benefit Life Company. In accordance with such payment, Lincoln Benefit Life Company was removed as a lender and the aggregate principal of the Aquarian Mortgage Loan was reduced to $20 million as of September 30, 2021. The Company and Aquarian also agreed to extend the maturity date of the Aquarian Mortgage Loan to March 31, 2022. On December 15, 2021, the Company repaid approximately $13 million of the Aquarian Mortgage Loan. On March 1, 2022, CH Capital Lending, LLC, an affiliate of our director Stuart Lichter (“CH Capital Lending”), purchased the Aquarian Mortgage Loan from Aquarian, and the Company and CH Capital Lending agreed, among other things, to extend the due date of the Aquarian Mortgage Loan to March 31, 2024. See Note 14, Subsequent Events, for more information. Constellation EME #2 On February 1, 2021, the Company entered into a loan facility with Constellation whereby it may borrow up to $5,100,000 (the “Constellation EME #2”). The proceeds of the Constellation EME #2 are to be held in escrow by a custodian to fund future development costs. The proceeds will be released from escrow as development costs are incurred. The maturity date is April 30, 2026, and payments are due in 60 monthly installments totaling $6,185,716, with an effective interest rate of 8.7%. The Company also has a sponsorship agreement with Constellation. Refer to Note 6 for additional information. IRG Note On November 23, 2021, the Company, and IRG entered into a promissory note (the “IRG Note”) pursuant to which IRG made a loan to the Company in the aggregate amount of $8,500,000 (the “Loan Amount”). Interest will accrue on the outstanding balance of the Note at a rate of 8% per annum, compounded monthly. The Company will pay interest to IRG under the Note on the first day of each month, in arrears. The Note has a maturity date of June 30, 2022. On March 1, 2022, IRG assigned 50% of the IRG Note to IRG, LLC and 50% of the IRG Note to JKP. Also on March 1, 2022, the Company, IRG, and JKP agreed, among other things to extend the maturity date of the split IRG Note to March 31, 2024. See Note 14, Subsequent Events, for more information. ErieBank Loan On December 15, 2021, HOF Village Center For Excellence, LLC (“CFE”), a wholly-owned subsidiary of the Company, as borrower, entered into a loan agreement with ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, as lender (“ErieBank”), pursuant to which the Company may borrow up to $22,040,000 (the “ErieBank Loan”). The maturity date is June 15, 2034, provided CFE has a right to extend the maturity date for an additional six months to December 15, 2034, subject to certain conditions. Through December 31, 2021, the Company has borrowed $13,353,186 under the ErieBank Loan. For the period from disbursement until June 15, 2024 or, if CFE elects and qualifies for an extension option, up to and including December 15, 2024, CFE is obligated to make interest only monthly payments at a rate equal to the sum of 1.00% plus the prime commercial rate with a floor of 4.50% per annum. Beginning July 2024, or, if CFE elects and qualifies for an extension option, beginning January 2025, CFE shall make monthly principal plus interest payments based upon an assumed 25-year amortization schedule, with the entire outstanding principal balance plus accrued but unpaid interest due and payable on the maturity date at a rate, depending on a debt service coverage ratio test, equal to the five-year rate as published by the Federal Home Loan Bank of Pittsburgh plus 2.65% - 3.00% per annum, with a floor of 3.75% - 4.25%. The ErieBank Loan is collateralized by the Constellation Center for Excellence. PACE Equity Loan On December 15, 2021, CFE entered into the Energy Project Cooperative Agreement (the “Cooperative Agreement”) among the City of Canton, Ohio (the “City”), the Canton Regional Energy Special Improvement District, Inc., CFE and PACE EQUITY LLC (“PACE”). Pursuant to (A) the Cooperative Agreement and (B) a Resolution of the City Council of the City approving the Petition for Special Assessments for Special Energy Improvement Projects submitted by CFE and Newco to the City, together with the Canton Regional Energy Special Improvement District Project Plan Supplement to Plan for Constellation Center for Excellence project a portion of the costs of certain energy components of the Project shall be paid for with funds from Project advances under the Cooperative Agreement. PACE made available a Project advance in the amount of $8,250,966, of which $7,500,000.00 was used to pay down the Aquarian Mortgage Loan. On June 30, 2020, the Company entered into an amendment to the $65 million bridge loan (the “Bridge Loan”) dated March 20, 2018, that the Company had originally utilized to build the Tom Benson Stadium, among the Company, various lenders party thereto (“Lenders”) and GACP Finance Co., LLC (“GACP”), as administrative agent (the “Term Loan Agreement”), which further extended the maturity date to November 30, 2020, updated certain defined terms to align with the final transaction structure resulting from the Business Combination, specified the amount of proceeds from the Business Combination and Private Placement (defined below) that were required to be paid towards amounts outstanding under the Term Loan Agreement (the “Gordon Pointe Transaction Prepayment Amount”), added a fee payable to certain Lenders relative to the amounts owed after giving effect to the Gordon Pointe Transaction Prepayment Amount, amended various provisions related to mandatory prepayments of outstanding amounts owed under the Term Loan Agreement (including, but not limited to, prepayments due in connection with future equity and debt raises), and other minor amendments regarding HOF Village Hotel II, LLC (“HOF Village Hotel II”) and Mountaineer to facilitate their planned operations. The Bridge Loan has an exit fee of 1% on the balance due at the maturity of the loan, which the Company is accreting over the term of the Bridge Loan. At the date of the Business Combination, on July 1, 2020, the Company used proceeds from the Business Combination to pay $15,500,000 on the Bridge Loan, while an additional $15,000,000 converted into equity in the newly formed HOFRE. The remaining balance following the Business Combination was approximately $34,500,000. The maturity date on the remaining balance had been extended one month to November 30, 2020. During the fourth quarter of 2020, the Company paid off the remaining $34,500,000 outstanding balance owed previously using a portion of the proceeds from the November 2020 Public Offering and the Aquarian Mortgage Loan. Syndicated Unsecured Term Loan and Preferred Equity Loan On January 1, 2016, as amended and restated on October 15, 2017, the Company entered into a financing agreement with a syndicate of lenders, including affiliates of IRG Canton Village Member, LLC, a member of HOF Village (the “IRG Member”), for a loan amount up to $150,000,000 as an unsecured promissory note (the “Syndicated Unsecured Term Loan”). The Syndicated Unsecured Term Loan may not be prepaid either in whole or in part until the initial maturity date without the express consent of the lender. Proceeds from the Syndicated Unsecured Term Loan are intended to cover working capital and the construction costs for venues including the Tom Benson Hall of Fame Stadium, youth fields, and campus infrastructure projects. The maturity date is February 26, 2021, and the Syndicated Unsecured Term Loan accrues interest at a rate of 12% per annum. On December 11, 2018, the Company and various parties signed the Master Transaction Agreement setting forth various terms and conditions for the development of the Hall of Fame Village powered by Johnson Controls. As part of the Master Transaction Agreement, American Capital Center, LLC (“ACC”), an affiliate of the Company, exchanged $106,450,000 of the Company’s debt and $24,470,142 of accrued interest and origination fees, as well as $336,579 of amounts due to PFHOF, by converting it to preferred equity instruments with a face value of $95,500,000 and an amended subordinated debt agreement with a face value of $6,450,000. In accordance with the Extinguishment of Liabilities The subordinated debt accrues interest at a rate of 5% and the balance is due February 26, 2021. The remaining subordinated debt is subordinate to the Bridge Loan. Additionally, the subordinated debt contains a payment-in-kind (“PIK”) interest provision, which represents contractually deferred interest added to the subordinated debt outstanding balance that is due at maturity. For the years ended December 31, 2020 and 2019, the Company incurred PIK interest of $256,441 and $353,530, respectively. As part of the Business Combination, on July 1, 2020, the entire balance of the Preferred Equity Loan’s and all but $170,089 of the Syndicated Unsecured Term Loan outstanding were converted into an aggregate of 13,762,039 shares of common stock. Land Loan with Affiliate On July 10, 2017, the Company entered into a promissory note with the PFHOF, an affiliate of HOFRE, for purpose of the acquisition of land at the Hall of Fame Village powered by Johnson Controls. The promissory note had an outstanding balance of $1,273,888 at June 30, 2020 and December 31, 2019, which bore interest at a rate of 1.22% per annum. The loan may be prepaid in whole or in part without penalty. For any unpaid balance after December 31, 2017, the interest rate was increased by 5%. The loan was subordinate to the Bridge Loan and had a maturity date of February 26, 2023. On July 2, 2020, the Company issued 580,000 shares in exchange of (a) full satisfaction of the promissory note in the amount of $1,273,888, (b) accrued interest in the amount of $50,158, and (c) other amounts due to PFHOF in the amount of $4,266,793. The Company determined that the issuance of shares for full satisfaction of the note resulted in a loss on extinguishment of debt of $209,160. Naming Rights Securitization Loan On November 9, 2017, the Company, through a subsidiary, JCIHOFV Financing, LLC, entered into a secured loan with a financial institution for $22,800,000, collateralized by the entire payment stream of the Johnson Controls Naming Rights Agreement, dated November 17, 2016 (see Note 6). Monthly payments include principal and interest at 4% per annum with the remaining principal balance due on March 31, 2021. During the year ended December 31, 2021 the loan was repaid in full. New Market/SCF On December 30, 2019, the Company entered into a loan facility with New Market Project, Inc., whereby it may borrow up to $3,000,000, of which the proceeds are to be used for the development of McKinley Grand Hotel, as described below. During the year ended December 31, 2020 the Company borrowed $2,999,989 on this facility. The loan has a maturity date of December 30, 2024 and accrues interest at a rate of 4% per annum. In the event of default, including failure to pay upon final maturity, the interest rate shall increase by adding a 5% fee that applies to each succeeding interest rate change that would have applied had there been no default. McKinley Grand Mortgage On October 22, 2019, the Company purchased the McKinley Grand Hotel in Canton, Ohio for $3.9 million, which was partially financed by separate notes payable of $1,900,000 and $1,807,339. The $1,807,339 note payable, in favor of CH Capital Lending, LLC (the “CH Capital Note”), accrued interest at a fixed rate equal to 10% per annum. The Company was required to make payments commencing on or prior to December 30, 2019. The maturity date of the CH Capital Note was April 30, 2020 and interest was payable quarterly. The Company was previously in default on the CH Capital Note, however the CH Capital Note was paid in full on June 24, 2020. The $1,900,000 note payable had a maturity date of October 22, 2021. Interest accrued at a rate equal to the greater of (i) 3.75% or (ii) the sum of the LIBOR rate plus 2.75%. The Company was required to make interest payments commencing on November 1, 2019, and on the first day of each successive month until the note was repaid. In September 2020, the Company paid off the full outstanding $1,900,000 principal and interest owed, using proceeds from the MKG Double Tree Loan. IRG November Note On February 7, 2020, as effective on November 27, 2019, HOF Village, as borrower, entered into a subordinated promissory note with Industrial Realty Group, as lender, in an amount up to $30,000,000 (the “IRG November Note”). As of December 31, 2019, the aggregate principal amounts, excluding PIK interest, borrowed under the IRG November Note was $11,585,792. The IRG November Note accrues interest at a rate of 12% per annum and had a maturity date of November 1, 2020. Additionally, the IRG November Note contained a PIK interest provision, which represents contractually deferred interest added to the IRG November Note outstanding balance that is due at maturity. For the years ended December 31, 2020 and 2019, the Company incurred $1,858,744 and $85,009 of PIK interest, respectively. On July 1, 2020, upon consummation of the Business Combination, Industrial Realty Group exchanged $9,000,000 of the outstanding balance under the IRG November Note for PIPE Notes. IRG November Note (continued) On December 29, 2020, the Company entered into a securities purchase agreement with Industrial Realty Group, LLC, a Nevada limited liability company (“IRG”), and CH Capital Lending, LLC, a Delaware limited liability company affiliated with IRG (the “Purchaser”), pursuant to which the Company sold Purchaser 10,813,774 shares of the Company’s common stock, par value $0.0001 per share, and warrants to purchase 10,036,925 shares of common stock for an aggregate purchase price of $15,239,653. The Purchase Price was paid in the form of the cancellation in full of certain financial obligations owed by the Company and its affiliates to IRG and its affiliates in the amount of the Purchase Price, including the IRG November Note. The Company determined that the issuance of shares and warrants for full satisfaction of the note resulted in a loss on extinguishment of debt of $3,404,244. The Company valued the warrants using the following assumptions: Warrants Stock Price $ 1.29 Exercise Price $ 1.40 Dividend Yield N/A Expected Volatility 49.45 % Risk-Free Interest Rate 0.37 % Number of Shares 10,036,925 Value (USD) $ 5,196,116 Term (in years) 5.00 SCF Subordinated Note On June 22, 2020, the Company entered into a loan facility with Stark Community Foundation (the “SCF Subordinated Note”) for $1,000,000. The SCF Subordinated Note has a fixed interest rate of 5% per annum, has a PIK interest provision that was payable semi-annually in arrears on each July 22 and January 22 commencing July 22, 2020, and with a maturity date of June 22, 2023. On July 1, 2020, the SCF Subordinated Note was exchanged for PIPE Notes, described in greater detail above, under “Convertible PIPE Notes”. Future Minimum Principal Payments The minimum required principal payments on notes payable outstanding as of December 31, 2021 are as follows: For the years ending December 31, Amount 2022 44,614,079 2023 1,589,801 2024 4,753,428 2025 29,823,490 2026 1,397,073 Thereafter 33,543,835 Total Gross Principal Payments $ 115,721,706 Less: Discount (14,361,510 ) Total Net Principal Payments $ 101,360,196 The table above does not reflect the result of any refinancing of debt subsequent to December 31, 2021. The Company has various debt covenants that require certain financial information to be met. If the Company does not meet the requirements of the debt covenants, the Company will be responsible for paying the full outstanding amount of the note immediately. As of December 31, 2021, the Company was in compliance with all relevant debt covenants. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 5: Stockholders’ Equity Authorized Capital On November 3, 2020, the Company’s stockholders approved an amendment to the Company’s charter to increase the authorized shares of Common Stock from 100,000,000 to 300,000,000. Consequently, the Company’s charter allows the Company to issue up to 300,000,000 shares of Common Stock and to issue and designate its rights, without stockholder approval, of up to 5,000,000 shares of preferred stock, par value $0.0001. Series A Preferred Stock Designation On October 8, 2020, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish preferences, limitations, and relative rights of the Series A Preferred Stock. The number of authorized shares of Series A Preferred Stock is 52,800. Series B Preferred Stock Designation On May 13, 2021, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish preferences, limitations, and relative rights of the 7.00% Series B Preferred Stock (as defined below). The number of authorized shares of Series B Preferred Stock is 15,200. 7.00% Series B Convertible Preferred Stock The Company had 15,200 and 0 shares of 7.00% Series B Convertible Preferred Stock (“Series B Preferred Stock”) outstanding and 15,200 and 0 shares authorized as of December 31, 2021 and 2020, respectively. On the third anniversary of the date on which shares of Series B Preferred Stock are first issued (the “Automatic Conversion Date”), each share of Series B Preferred Stock, except to the extent previously converted pursuant to an Optional Conversion (as defined below), shall automatically be converted into shares of Common Stock (the “Automatic Conversion”). At any time following the date on which shares of Series B Preferred Stock are first issued, and from time to time prior to the Automatic Conversion Date, each holder of Series B Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder’s shares of Series B Preferred Stock into shares of Common Stock, on terms similar to the Automatic Conversion (any such conversion, an “Optional Conversion”). The 7.00% Series B Convertible Preferred Stock accrues dividends at a rate of 7% per annum, whether or not declared. Of the 7.00% dividends, 4% is paid regularly, while 3% is paid at the Automatic Conversion Date. 2020 Omnibus Incentive Plan On July 1, 2020, in connection with the closing of the Business Combination, the Company’s omnibus incentive plan (the “2020 Omnibus Incentive Plan”) became effective immediately upon the closing of the Business Combination. The 2020 Omnibus Incentive Plan was previously approved by the Company’s stockholders and Board of Directors. Subject to adjustment, the maximum number of shares of Common Stock authorized for issuance under the 2020 Omnibus Incentive Plan was 1,812,727 shares. On June 2, 2021, the Company held its 2021 Annual Meeting whereby the Company’s stockholders approved an amendment to the 2020 Omnibus Incentive Plan to increase by four million the number of shares of the Company’s Common Stock, par value $0.0001 per share, that will be available for issuance under the 2020 Omnibus Incentive Plan, resulting in a maximum of 5,812,727 shares that can be issued under the amended 2020 Omnibus Inventive Plan. The amendment to the 2020 Omnibus Incentive Plan was previously approved by the Board of Directors of the Company, and the amended 2020 Omnibus Incentive Plan became effective on June 2, 2021. As of December 31, 2021, 2,500,347 shares remained available for issuance under the 2020 Omnibus Incentive Plan. Equity Distribution Agreement On September 30, 2021, the Company entered into an Equity Distribution Agreement with Wedbush Securities Inc. and Maxim Group LLC with respect to an at-the-market offering program under which the Company may, from time to time, offer and sell shares of the Company’s Common Stock having an aggregate offering price of up to $50 million. From October 1 through December 31, 2021, approximately 1.7 million shares were sold resulting in net proceeds to the Company totaling approximately $3.5 million. The remaining availability under the Equity Distribution Agreement as of December 31, 2021 was approximately $46.5 million. Issuance of Restricted Stock Awards During the year ended December 31, 2021, the Company granted 66,451 shares of the Company’s restricted stock (“RSAs”) to its directors in lieu of their cash fee. The shares vest immediately on the date of grant. During the year ended December 31, 2020, the Company granted 715,929 shares of the Company’s RSAs to the Company’s Chief Executive Officer under the 2020 Omnibus Incentive Plan. The shares will vest at three separate dates, 238,643 on July 2, 2020, 238,643 on July 2, 2021, and fully vest on July 2, 2022 with a final installment of 238,643. In connection with vesting of 238,643 shares on July 2, 2020, the Company withheld 106,840 shares for tax withholding. The Company’s activity in restricted Common Stock was as follows for the year ended December 31, 2021: Number of shares Weighted Non–vested at January 1, 2021 477,286 $ 9.30 Granted 66,451 $ 3.98 Vested (305,094 ) $ 8.41 Non–vested at December 31, 2021 238,643 $ 9.31 For the years ended December 31, 2021 and 2020, stock-based compensation related to restricted stock awards was $2,436,091 and $3,327,280, respectively. Of the employee and director stock-based compensation expense for the year ended December 31, 2020, $2,218,187 is included as a component of “business combination costs” on the Company’s condensed consolidated statement of operations. As of December 31, 2021, unamortized stock-based compensation costs related to restricted share arrangements were $1,109,093 and will be recognized over a weighted average period of 0.5 years. Issuance of Restricted Stock Units During the year ended December 31, 2021, the Company granted an aggregate of 1,734,197 Restricted Stock Units (“RSUs”) to its employees and directors. The RSUs were valued at the value of the Company’s Common Stock on the date of grant, which was a range of $1.98 to $5.29 for these awards. The RSUs granted to employees vest one third on the first anniversary of their grant, one third on the second anniversary of their grant, and one third on the third anniversary of their grant. The RSUs granted to directors vest one year from the date of grant. During the year ended December 31, 2020, the Company granted an aggregate of 1,676,447 RSUs to its employees and directors. The RSUs were valued at the value of the Company’s Common Stock on the date of grant, which was a range of $1.30 to $4.67 for these awards. The RSUs granted to employees vest one third on the first anniversary of their grant, one third on the second anniversary of their grant, and one third on the third anniversary of their grant. The RSUs granted to directors vest one year from the date of grant. The Company’s activity in RSUs was as follows for the year ended December 31, 2021: Number of Weighted average Non–vested at January 1, 2021 1,499,933 $ 2.49 Granted 1,734,197 $ 2.00 Vested (1,000,477 ) $ 2.04 Forfeited (26,316 ) $ 1.98 Non–vested at December 31, 2021 2,207,337 $ 2.34 For the years ended December 31, 2021 and 2020, the Company recorded $3,074,043 and $1,003,255, respectively, in employee and director stock-based compensation expense, respectively. Employee and director stock-based compensation expense is a component of “Property operating expenses” in the consolidated statement of operations. As of December 31, 2021, unamortized stock-based compensation costs related to restricted stock units were $3,559,537 and will be recognized over a weighted average period of 1.3 years. Warrants The Company’s warrant activity was as follows for the year ended December 31, 2021: Number of Weighted Weighted Intrinsic Outstanding - January 1, 2021 55,303,832 $ 5.92 4.73 Granted 2,483,660 $ 6.90 Exercised (16,775,143 ) $ 1.40 Outstanding – December 31, 2021 41,012,349 $ 7.82 3.59 $ 1,655,659 Exercisable – December 31, 2021 41,012,349 $ 7.82 3.59 $ 1,655,659 During the year ended December 31, 2021, warrants to purchase 16,775,143 shares of Common Stock were exercised with an exercise price of $1.40 per share. These exercises resulted in cash proceeds to the Company of $23,485,200 and the settlement of the Company’s warrant liability of $53,518,942. February 2021 Public Offering and Over-allotment On February 12, 2021, the Company closed its public offering of 12,244,897 shares of Common Stock at a public offering price of $2.45 per share pursuant to the terms of the underwriting agreement between the Company and Maxim Group LLC, entered into on February 9, 2021 (the “Underwriting Agreement”). On February 18, 2021, the Company closed the sale of an additional 1,836,734 shares of Common Stock at $2.45 per share pursuant to the exercise of the underwriters’ over-allotment option in connection with its public offering that closed on February 12, 2021. Under the terms of the Underwriting Agreement, each of the Company’s executive officers, directors, and stockholders owning more than 5% of the outstanding Common Stock, signed lock-up agreements pursuant to which each agreed, subject to certain exceptions, not to transact in the Common Stock for a period of 90 days following February 12, 2021. Gross proceeds including the over-allotment, before underwriting discounts and commissions and estimated offering expenses, are approximately $34.5 million. Private Placement of Preferred Stock and Warrants to Purchase Common Stock On June 4, 2021, in accordance with the previously announced Securities Purchase Agreement, dated May 13, 2021, between the Company and IRG, LLC, as assigned by IRG, LLC to CH Capital Lending, LLC, and the binding term sheet dated January 28, 2021, the Company issued and sold to CH Capital Lending, LLC for a purchase price of $15 million in a private placement (the “New Private Placement”) (i) 15,000 shares of Series B Preferred Stock, which are convertible into shares of Common Stock, having an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment, and (ii) 2,450,980 Series D Warrants, with a term of three years, exercisable six months after issuance, each exercisable for one share of Common Stock at an exercise price of $6.90 per share, subject to certain adjustments. Also on June 4, 2021, the Company closed a securities purchase agreement with another purchaser for 200 shares of Series B Preferred Stock and 32,680 Series D Warrants. |
Sponsorship Revenue and Associa
Sponsorship Revenue and Associated Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Sponsorship Revenue and Associated Commitments Disclosure [Abstract] | |
Sponsorship Revenue and Associated Commitments | Note 6: Sponsorship Revenue and Associated Commitments Johnson Controls, Inc. On July 2, 2020, the Company entered into an Amended and Restated Sponsorship and Naming Rights Agreement (the “Amended Sponsorship Agreement”) among Newco, PFHOF and Johnson Controls, Inc. (“JCI” or “Johnson Controls”), that amended and restated the Sponsorship and Naming Rights Agreement, dated as of November 17, 2016 (the “Original Sponsorship Agreement”). Among other things, the Amended Sponsorship Agreement: (i) reduced the total amount of fees payable to Newco during the term of the Amended Sponsorship Agreement from $135 million to $99 million; (ii) restricted the activation proceeds from rolling over from year to year with a maximum amount of activation proceeds in one agreement year to be $750,000; and (iii) renamed the “Johnson Controls Hall of Fame Village” to “Hall of Fame Village powered by Johnson Controls”. This is a prospective change, which the Company reflected beginning in the third quarter of 2020. Additionally, Johnson Controls has a right to terminate the Naming Rights Agreement if (i) the Company does not provide evidence to Johnson Controls by October 31, 2021, subject to day-for-day extension due to force majeure, that the Company has secured sufficient debt and equity financing to complete Phase II, subject to a notice and cure period, (ii) Phase II is not open for business by January 2, 2024 or (iii) HOF Village is in default beyond applicable notice and cure periods under certain agreements, such as the Technology as a Service Agreement (the “TAAS Agreement”), any loan document evidencing or securing any construction loan with respect to the Hall of Fame Village powered by Johnson Controls and any agreement with its general contractor with respect to the construction of the Hall of Fame Village powered by Johnson Controls, among others. As of December 31, 2021, scheduled future cash to be received under the agreement is as follows: Unrestricted Activation Total 2022 $ 4,000,000 $ 750,000 $ 4,750,000 2023 4,000,000 750,000 4,750,000 2024 4,250,000 750,000 5,000,000 2025 4,250,000 750,000 5,000,000 Thereafter 39,781,251 6,750,000 46,531,251 Total $ 56,281,251 $ 9,750,000 $ 66,031,251 As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the Amended Sponsorship Agreement. During the years ended December 31, 2021 and 2020, the Company recognized $4,497,864 and $4,742,111 of net sponsorship revenue related to this deal, respectively. First Data Merchant Services LLC In December 2018, the Company and PFHOF entered into an 8-year licensing agreement with First Data Merchant Services LLC (“First Data”) and Santander Bank. As of December 31, 2021, scheduled future cash to be received under the agreement is as follows: Year ending December 31, 2022 $ 150,000 2023 150,000 2024 150,000 2025 150,000 2026 150,000 Total $ 750,000 As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the agreement. During the years ended December 31, 2021 and 2020, the Company recognized $148,575 and $148,982 of net sponsorship revenue related to this deal, respectively. Constellation NewEnergy, Inc. On December 19, 2018, the Company and PFHOF entered into a sponsorship and services agreement with Constellation (the “Constellation Sponsorship Agreement”) whereby Constellation and its affiliates will provide the gas and electric needs in exchange for certain sponsorship rights. The original term of the Company’s Constellation Sponsorship Agreement was through December 31, 2028. However, in June 2020, the Company entered into an amended contract with Constellation which extended the term of the Constellation Sponsorship Agreement through December 31, 2029. The Constellation Sponsorship Agreement provides certain rights to Constellation and its employees to benefit from the relationship with the Company from discounted pricing, marketing efforts, and other benefits as detailed in the agreement. The Constellation Sponsorship Agreement also requires Constellation to pay sponsorship income and to provide activation fee funds. Activation fee funds are to be used in the year received and do not roll forward for future years as unspent funds. The amounts are due by March 31 of the year to which they apply, which is represented in the chart below. The Constellation Sponsorship Agreement includes certain contingencies reducing the sponsorship fee amount owed by Constellation if construction is not on pace with the timeframe noted in the Constellation Sponsorship Agreement. The Company also has a note payable with Constellation. Refer to Note 4 for additional information. As of December 31, 2021, scheduled future cash to be received and required activation spend under the Constellation Sponsorship Agreement are as follows: Unrestricted Activation Total 2022 $ 1,396,000 $ 200,000 $ 1,596,000 2023 1,423,220 200,000 1,623,220 2024 1,257,265 166,000 1,423,265 2025 1,257,265 166,000 1,423,265 Thereafter 5,029,057 664,000 5,693,057 Total $ 10,362,807 $ 1,396,000 $ 11,758,807 As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the Constellation Sponsorship Agreement. During the years ended December 31, 2021 and 2020, the Company recognized $1,172,724 and $1,244,655, respectively, of net sponsorship revenue related to this deal. Other Sponsorship Agreements The Company maintains other sponsorship agreements of varying size ranging from one to five years in duration. |
Other Commitments
Other Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitments | Note 7: Other Commitments Canton City School District The Company has entered into cooperative agreements with certain governmental entities that support the development of the project overall, where the Company is an active participant in the agreement activity, and the Company would benefit from the success of the activity. The Company had a commitment to the Canton City School District (“CCSD”) to provide a replacement for their Football Operations Center (“FOC”) and to construct a Heritage Project (“Heritage”). The commitment was defined in the Operations and Use Agreement for HOF Village Complex dated February 26, 2016. Project and Ground Leases Three wholly owned subsidiaries of the Company have leases with the Stark County Port Authority to lease project improvements and ground leased property at the Tom Benson Hall of Fame Stadium, youth fields, and parking areas. On November 25, 2020, the Company entered into an amendment to its Stark County Port Authority lease, whereby the lease term was extended from January 31, 2056 to September 30, 2114. The future minimum lease commitments under non-cancellable operating leases described below reflect the amendment that was entered into on November 25, 2020, excluding the amounts yet to be paid from escrow for the FOC noted above, as follows: Year ending December 31: 2022 $ 321,900 2023 321,900 2024 321,900 2025 321,900 2026 321,900 Thereafter 40,998,900 Total $ 42,608,400 Rent expense relating to operating leases totaled $505,935 and $418,862 for the years ended December 31, 2021 and 2020, respectively, and is recorded as a component of “Property operating expenses” on the Company’s consolidated statement of operations. Lessor Commitments As of December 31, 2021, the Company’s Constellation Center for Excellence was partially leased, including leases by certain of the Company’s subsidiaries. The future minimum lease commitments under leases, excluding leases of the Company’s subsidiaries, are as follows: Year ending December 31: 2022 $ 26,965 2023 163,666 2024 163,666 2025 137,833 2026 132,666 Thereafter 787,117 Total $ 1,411,914 SMG Management Agreement On September 1, 2019, the Company entered into a Service Agreement with SMG to manage the Tom Benson Hall of Fame Stadium operations. Under that agreement, the Company incurs an annual management fee of $200,000. Management fee expense for the years ended December 31, 2021 and 2020 was $200,000 and $200,000, respectively, which is included in “Property operating expenses” on the Company’s consolidated statements of operations. The agreement term was to end on December 31, 2022. On November 2, 2021, the Company and SMG agreed to terminate the Service Agreement. In connection with the termination, the Company paid $76,730 to SMG. ASM Global Booking Services Agreement On November 2, 2021, the Company and ASM Global entered into a new booking services agreement, whereby ASM Global will bring concerts, festivals, and other special events to the Tom Benson Hall of Fame Stadium. ASM Global will receive a portion of all ticket sales for events booked, along with reimbursement of direct expenses. Employment Agreements The Company has employment agreements with many of its key executive officers that usually have terms between one and three years. Management Agreement with Crestline Hotels & Resorts On October 22, 2019, the Company entered into a management agreement with Crestline Hotels & Resorts (“Crestline”). The Company appointed and engaged Crestline as the Company’s exclusive agent to supervise, direct, and control management and operation of the DoubleTree Canton Downtown Hotel. In consideration of the services performed by Crestline, the Company agreed to the greater of: 2% of gross revenues or $10,000 per month in base management fees and other operating expenses. The agreement will be terminated on the fifth anniversary of the commencement date, or October 22, 2024. For the years ended December 31, 2021 and 2020, the Company paid and incurred $120,000 and $73,225 in management fees, respectively. Constellation EME Express Equipment Services Program On February 1, 2021, the Company entered into a contract with Constellation whereby Constellation will sell and/or deliver materials and equipment purchased by the Company. The Company is required to provide $2,000,000 to an escrow account held by Constellation, representing adequate assurance of future performance. Constellation will invoice the Company in 60 monthly installments, which began in April 2021 for $103,095. Additionally, the Company has two notes payable with Constellation. See Note 4 for more information. TAAS Agreement On October 9, 2020, Newco, entered into a Technology as a Service Agreement (the “TAAS Agreement”) with JCI. Pursuant to the TAAS Agreement, JCI will provide certain services related to the construction and development of the Hall of Fame Village powered by JCI (the “Project”), including, but not limited to, (i) design assist consulting, equipment sales and turn-key installation services in respect of specified systems to be constructed as part of Phase 2 and Phase 3 of the Project and (ii) maintenance and lifecycle services in respect of certain systems constructed as part of Phase 1, and to be constructed as part of Phase 2 and Phase 3, of the Project. Under the terms of the TAAS Agreement, Newco has agreed to pay JCI up to an aggregate of approximately $217 million for services rendered by JCI over the term of the TAAS Agreement. As of December 31, 2021 and 2020, approximately $199 million and $210 million, respectively, was remaining under the TAAS Agreement. Other Liabilities Other liabilities consisted of the following at December 31, 2021 and 2020: December 31, December 31, Activation fund reserves $ 3,537,347 $ 3,780,343 Deferred sponsorship revenue 203,278 530,126 Total $ 3,740,625 $ 4,310,469 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Loss Contingency [Abstract] | |
Contingencies | Note 8: Contingencies During the normal course of its business, the Company is subject to occasional legal proceedings and claims. The Company does not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its results of operations, financial condition, or cash flows. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 9: Related-Party Transactions Due to Affiliates Due to affiliates consisted of the following at December 31, 2021 and 2020: December 31, December 31, Due to IRG Member $ 1,041,847 $ 1,456,521 Due to IRG Affiliate 116,900 140,180 Due to PFHOF 660,208 126,855 Total $ 1,818,955 $ 1,723,556 IRG Canton Village Member, LLC, a member of HOF Village, LLC controlled by our director Stuart Lichter (the “IRG Member”) and an affiliate, provides certain supporting services to the Company. As noted in the Operating Agreement of HOF Village, LLC, an affiliate of the IRG Member, IRG Canton Village Manager, LLC, the manager of HOF Village, LLC controlled by our director Stuart Lichter, may earn a master developer fee calculated as 4.0% of development costs incurred for the Hall of Fame Village powered by Johnson Controls, including, but not limited to site assembly, construction supervision, and project financing. These development costs incurred are netted against certain costs incurred for general project management. For the years ended December 31, 2021 and 2020, costs incurred under these arrangements were $0 and $1,360,944, respectively, which were included in “Project development costs” on the condensed consolidated balance sheets. Due to Affiliates (continued) The amounts due to the IRG Member above are for development fees, human resources support, and the Company’s engagement with them to identify and obtain naming rights sponsorships and other entitlement partners for the Company. The Company and IRG Member have an arrangement whereby the Company pays IRG Member $15,000 per month plus commissions. For the years ended December 31, 2021 and 2020, the Company incurred $180,000 and $120,000, respectively under this arrangement. The due to related party amounts in the table above are non-interest bearing advances from an affiliate of IRG Member due on demand. The Company is currently in discussions with this affiliate to establish repayment terms of these advances. However, there could be no assurance that the Company and IRG Member will come to terms acceptable to both parties. On January 13, 2020, the Company secured $9.9 million in financing from Constellation through its Efficiency Made Easy (“EME”) program to implement energy efficient measures and to finance the construction of the Constellation Center for Excellence and other enhancements, as part of Phase II development. The Hanover Insurance Company provided a guarantee bond to guarantee the Company’s payment obligations under the financing, and Stuart Lichter and two trusts affiliated with Mr. Lichter have agreed to indemnify The Hanover Insurance Company for payments made under the guarantee bond. The amounts above due to PFHOF relate to advances to and from PFHOF, including costs for onsite sponsorship activation, sponsorship sales support, shared services, event tickets, and expense reimbursements. License Agreement On March 10, 2016, the Company entered into a license agreement with PFHOF, whereby the Company has the ability to license and use certain intellectual property from PFHOF in exchange for the Company paying a fee based on certain sponsorship revenues and expenses. On December 11, 2018, the license agreement was amended to change the calculation of the fee to be 20% of eligible sponsorship revenue. The license agreement was further amended in a First Amended and Restated License Agreement, dated September 16, 2019. The license agreement expires on December 31, 2033. Media License Agreement On November 11, 2019, the Company entered into a Media License Agreement with PFHOF. On July 1, 2020, the Company entered into an Amended and Restated Media License Agreement that terminates on December 31, 2034. In consideration of a license to use certain intellectual property of PFHOF, the Company agreed to pay PFHOF minimum guaranteed license fees of $1,250,000 each year during the term. After the first five years of the agreement, the minimum guarantee shall increase by 3% on a year-over-year basis. The first annual minimum payment was due July 1, 2021, which was not paid by December 31, 2021. The Company and PFHOF are currently in the process of renegotiating this agreement. Purchase of Real Property from PFHOF On February 3, 2021, the Company purchased certain parcels of real property from PFHOF, located at the site of the Hall of Fame Village powered by Johnson Controls, for $1.75 million. In connection with the purchase, the Company granted certain easements to PFHOF to ensure accessibility to the PFHOF museum. Shared Services Agreement with PFHOF On March 9, 2021, the Company entered into an additional Shared Services Agreement with PFHOF, which supplements the existing Shared Services Agreement by, among other things, providing for the sharing of costs for activities relating to shared services. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 10: Concentrations For the year ended December 31, 2021, two customers represented approximately 75% and 19% of the Company’s sponsorship revenue. For the year ended December 31, 2020, two customers represented approximately 74% and 19% of the Company’s sponsorship revenue. As of December 31, 2021, one customer represented approximately 88% of the Company’s sponsorship accounts receivable. As of December 31, 2020, two customers represented approximately 60% and 40% of the Company’s sponsorship accounts receivable. At any point in time, the Company can have funds in their operating accounts and restricted cash accounts that are with third-party financial institutions. These balances in the U.S. may exceed the Federal Deposit Insurance Corporation insurance limits. While the Company monitors the cash balances in their operating accounts, these cash and restricted cash balances could be impacted if the underlying financial institutions fail or other adverse conditions in the financial markets occurs. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Note 11: Business Combination On July 1, 2020, the Company (formerly known as GPAQ Acquisition Holdings, Inc.) consummated the previously announced Business Combination with HOF Village, pursuant to the Merger Agreement, by and among GPAQ, Acquiror Merger Sub, Company Merger Sub, HOF Village and Newco. Upon the consummation of the Business Combination: (i) Acquiror Merger Sub merged with and into GPAQ, with GPAQ continuing as the surviving entity (the “Acquiror Merger”) and (ii) Company Merger Sub merged with and into Newco, with Newco continuing as the surviving entity (the “Company Merger”). In advance of the Company Merger, HOF Village transferred all of its assets, liabilities and obligations to Newco pursuant to a contribution agreement. In connection with the closing of the Business Combination, the Company changed its name from “GPAQ Acquisition Holdings, Inc.” to “Hall of Fame Resort & Entertainment Company.” As a result of the Business Combination, GPAQ and Newco continue as our wholly owned subsidiaries. In connection with the consummation of the Business Combination and pursuant to the Merger Agreement, (a) each issued and outstanding unit of GPAQ, if not already detached, was detached and each holder of such a unit was deemed to hold one share of GPAQ Class A common stock and one GPAQ warrant (“GPAQ Warrant”), (b) each issued and outstanding share of GPAQ Class A common stock (excluding any shares held by a GPAQ stockholder that elected to have its shares redeemed pursuant to GPAQ’s organizational documents) was converted automatically into the right to receive 1.421333 shares of our common stock, following which all shares of GPAQ Class A common stock ceased to be outstanding and were automatically canceled and cease to exist; (c) each issued and outstanding share of GPAQ Class F common stock was converted automatically into the right to receive one share of our common stock, following which all shares of GPAQ Class F common stock ceased to be outstanding and were automatically canceled and cease to exist; (d) each issued and outstanding GPAQ Warrant (including GPAQ private placement warrants) was automatically converted into one warrant to purchase 1.421333 shares of our common stock per warrant, following which all GPAQ Warrants ceased to be outstanding and were automatically canceled and retired and cease to exist; and (e) each issued and outstanding membership interest in Newco converted automatically into the right to receive a pro rata portion of the Company Merger Consideration (as defined in the Merger Agreement), which was payable in shares of our common stock. Our common stock is traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “HOFV” and our outstanding series of warrants (the “Existing Warrants”) are traded on Nasdaq under the symbol “HOFVW”. The rights of holders of the Company’s common stock and Existing Warrants are governed by its amended and restated certificate of incorporation (the “Certificate of Incorporation”), its amended and restated bylaws (the “Bylaws’) and the Delaware General Corporation Law (the “DGCL”), and in the case of the Existing Warrants, the Warrant Agreement, dated January 24, 2018, between GPAQ and the Continental Stock Transfer & Trust Company. The Company’s net assets acquired through the consummation of the Business Combination consisted of: Cash $ 31,034,781 Sponsor loan (500,000 ) Warrant liability (30,040,000 ) Net assets acquired $ 494,781 Immediately following the acquisition, the sponsor loan above was converted into the PIPE Notes. At the date of the Business Combination, on July 1, 2020, the Company used proceeds from the Business Combination to pay $15,500,000 on the Bridge Loan, while an additional $15,000,000 converted into equity in the newly formed Hall of Fame Entertainment & Resort entity. The remaining balance following the Business Combination was approximately $34,500,000. The maturity date on the remaining balance has been extended one month to November 30, 2020. Should the Company be unable to pay off the principal balance at maturity, Industrial Realty Group agreed to advance funds to the Company to pay off the Bridge Loan, under the terms of the guarantee. As a result, Industrial Realty Group would become a lender to the Company with a maturity date of August 2021. On July 1, 2020, concurrently with the closing of the Business Combination, the Company completed the Private Placement of $20,721,293 in aggregate principal amount of PIPE Notes with certain funds managed by Magnetar Financial, LLC and the Purchasers. Pursuant to the terms of the Note Purchase Agreement, at the option of the holders thereof the PIPE Notes may be converted into shares of Common Stock at a conversion price initially equal to $11.50 per share, subject to formula-based adjustment based on specified events. Accordingly, the aggregate amount of PIPE Notes issued and sold in the Private Placement is convertible into 1,801,851 shares of Common Stock based on the conversion rate applicable on July 1, 2020. On July 1, 2020, in connection with the closing of the Business Combination, holders of Newco’s membership interests as of immediately prior to the closing date entered into a lock-up agreement (the “Lock-Up Agreement”). Under the Lock-Up Agreement, each party thereto agreed not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, sell any option or contract to purchase, grant any option, right or warrant, make any short sale or otherwise transfer or dispose of or lend its portion of any shares of common stock for a period after closing ending on the date that is the later of (i) 180 days after July 1, 2020 and (ii) the expiration of the Founder Shares Lock-Up Period under, dated January 24, 2018 among GPAQ, its officers and directors and initial shareholders. The Company incurred $19,137,165 in costs related to the Business Combination. Of these costs, $16,718,978 were legal and professional fees, $2,218,187 was related to a restricted stock award to the Company’s Chief Executive Officer, and $200,000 was related to a cash bonus to the Company’s Chief Executive Officer. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12: Income Taxes Significant components of deferred tax assets were as follows: As of December 31, 2021 2020 U.S. federal tax loss carry–forward $ 12,785,012 $ 4,143,828 U.S. local tax loss carry–forward 1,204,422 389,717 Equity based compensation-RSUs 1,122,020 416,157 Property and equipment (1,251,926 ) (1,741,690 ) Prepaid rent (998,606 ) (1,040,888 ) Total deferred tax assets 12,860,922 2,167,124 Less: valuation allowance (12,860,922 ) (2,167,124 ) Net deferred tax asset $ — $ — As of December 31, 2021, the Company had the following tax attributes: Amount Begins to U.S. federal net operating loss carry–forwards $ 60,881,008 Indefinite U.S. local net operating loss carry–forwards 60,983,412 2026 As of December 31, 2020, the Company had the following tax attributes: Amount Begins to U.S. federal net operating loss carry–forwards $ 19,732,513 Indefinite U.S. local net operating loss carry–forwards 19,732,513 2025 As it is not more likely than not that the resulting deferred tax benefits will be realized, a full valuation allowance has been recognized for such deferred tax assets. As of December 31, 2021, the Company has note performed a review of its changes in ownership under Section 382 of the Internal Revenue Code. However, as the Company’s net operating losses have a full valuation allowance, any limitations are expected to be immaterial. For the years ended December 31, 2021 and 2020, the valuation allowance increased by $10,693,798 and $2,167,124, respectively. The provision for/(benefit from) income tax differs from the amount computed by applying the statutory federal income tax rate to income before the provision for/(benefit from) income taxes. The sources and tax effects of the differences are as follows: For the Years Ended 2021 2020 Expected Federal Tax (21.0 )% (21.0 )% Local Tax (Net of Federal Benefit) (2.0 ) (2.0 ) Business Combination Expenses (0.3 ) 22.0 Non-controlling interest (0.1 ) - Paycheck Protection Program Loan Forgiveness (0.1 ) - Note Extinguishment - 4.3 Deferred Tax Liabilities Resulting from Business Combination - 13.2 Change in fair value of warrant liabilities 11.9 (27.1 ) Other permanent differences - 1.0 Change in valuation allowance 11.6 9.6 Effective rate of income tax - % - % The Company files income tax returns in the U.S. federal jurisdiction and local (City of Canton) jurisdictions. As a result of the July 1, 2020 business combination and resulting conversion from a limited liability company to a corporate taxable entity, deferred tax liabilities of $2,995,870 were recognized from accrual and tax timing differences of property and equipment and prepaid rent existing at the time of the merger. Prior to the July 1, 2020 business combination the Company was a pass through entity and was not subject to income tax. The deferred tax liabilities were subsequently offset by the deferred tax assets created primarily from net operating losses incurred during the period from the merger date through the end of the year. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 13: Employee Benefit Plans The Company has a defined contribution plan (the “Defined Contribution Plan”) whereby employer contributions are discretionary and determined annually. In addition, the Defined Contribution Plan allows participants to make elective deferral contributions through payroll deductions, of which the Company will match a portion of those contributions. During the years ended December 31, 2021 and 2020, the Company expensed matching contributions of $178,621 and $67,817, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14: Subsequent Events Amendment Number 6 to Term Loan On March 1, 2022, CH Capital Lending, LLC, which is an affiliate of the Company’s director Stuart Lichter (“CH Capital Lending”), purchased and acquired, the Company’s $7.4 million Aquarian Loan, as amended. On March 1, 2022, immediately after CH Capital Lending became the lender and administrative agent under the Aquarian Loan, the maturity date of the Term Loan was extended to March 31, 2024. Also under the amendment, the Term Loan was made convertible into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a conversion price of $1.50, subject to adjustment. The conversion price is subject to a weighted-average antidilution adjustment. Certain current and historical fees and expenses were added to the principal amount of the Aquarian Loan. The interest rate was increased from 10% to 12%. Of such 12% per annum interest: (i) 8% per annum shall be payable monthly and (ii) 4% per annum shall accumulate and be payable on the maturity date. As part of the consideration for the amendment: (i) the Company issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”): (A) 330,000 shares of Common Stock to CH Capital Lending, and (B) a Series E warrant to purchase 1,000,000 shares of Common Stock to CH Capital Lending, (ii) the Company shall, subject to approval of its board of directors, create a series of preferred stock, to be known as 7.00% Series C Convertible Preferred Stock (“Series C Preferred Stock”), and, upon the request of CH Capital Lending, exchange each share of the Company’s Series B Convertible Preferred Stock, that is held by CH Capital Lending for one share of Series C Preferred Stock, and (iii) the Company and CH Capital Lending amended and restated the Series C Warrants and Series D Warrants that the Company issued to CH Capital Lending. The Series E Warrants have an exercise price of $1.50 per share, subject to adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The Series E Warrants may be exercised from and after March 1, 2023, subject to certain terms and conditions set forth in the Series E Warrants. Unexercised Series E Warrants will expire on March 1, 2027. The Series E Warrants shall be cancelled without any further action on the part of the Company or the holder, in the event that the Company repays in full on or before March 1, 2023, the Aquarian Loan. Amended and Restated Series C Warrants The Amended and Restated Series C Warrants extend the term of the Series C Warrants to March 1, 2027. The exercise price of $1.40 per share doesn’t change, but the amendments subject the exercise price to a weighted-average antidilution adjustment. The amendments also remove certain provisions regarding fundamental transactions. Amended and Restated Series D Warrants issue to CH Capital Lending The Amended and Restated Series D Warrants issued to CH Capital Lending extend the term of such Series D Warrants to March 1, 2027. The exercise price of $6.90 per share doesn’t change, but the amendments subject the exercise price to a weighted-average antidilution adjustment. First Amended and Restated Promissory Note with IRG, LLC On March 1, 2022, the Company amended the IRG Note (the “ Amended Assigned IRG Note As part of the consideration for the Amended Assigned IRG Note, the Company issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act: (i) 125,000 shares of Common Stock to IRG, LLC, and (ii) a Series E Warrant to purchase 500,000 shares of Common Stock to IRG, LLC. The Series E Warrants shall be cancelled without any further action on the part of the Company or the holder, in the event that the Company repays in full, on or before March 1, 2023, the Amended Assigned IRG Note. First Amended and Restated Promissory Note with JKP Financial, LLC On March 1, 2022, the Company entered into a First Amended and Restated Promissory Note with JKP Financial, LLC, which amends and restates the JKP Split Note (the “ Amended Assigned JKP Note As part of the consideration for the Amended Assigned JKP Note, the Company issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act: (i) 125,000 shares of Common Stock to JKP Financial, LLC, and (ii) a Series F Warrant to purchase 500,000 shares of Common Stock to JKP Financial, LLC. The Series F Warrants have an exercise price of $1.09 per share, subject to adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The Series F Note Warrants may be exercised from and after March 1, 2022, subject to certain terms and conditions set forth in the Series F Warrants. Unexercised Series F Warrants will expire on March 1, 2027. Second Amendment to JKP Promissory Note On March 1, 2022, the Company amended the JKP Capital Loan. The Second Amendment to JKP Capital Loan (i) revises the outstanding principal balance of the JKP Capital Loan to include interest thereunder that has accrued and has not been paid as of March 1, 2022, and (ii) extends the maturity of the JKP Capital Loan to March 31, 2024. The Second Amendment to JKP Capital Loan amends the JKP Capital Loan to be convertible into shares of Common Stock at a conversion price of $1.09, subject to adjustment. The conversion price is subject to a weighted-average antidilution adjustment. As part of the consideration for the Second Amendment to JKP Capital Loan, the Company issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act: (i) 280,000 shares of Common Stock to JKP Financial, LLC, and (ii) a Series F Warrant to purchase 1,000,000 shares of Common Stock to JKP Financial, LLC. Letter Agreement On March 1, 2022, the Company entered into a letter agreement with Stuart Lichter (the “ Letter Agreement MKG DoubleTree Loan Extension On March 1, 2022, HOF Village Hotel II, LLC, a subsidiary of the Company, entered into an Amendment to the MKG DoubleTree Loan with Stuart Lichter, as guarantor, and ErieBank, which extended the maturity to September 13, 2023. ATM Proceeds From January 1 through March 14, 2022, the Company sold 8,984,968 shares of Common Stock under its at-the-market offering vehicle, raising net proceeds of approximately $10.3 million. Employment Agreement On February 14, 2022, the Company and its subsidiary HOF Village Newco, LLC entered into an employment agreement with Mr. Benjamin Lee, effective March 21, 2022. Under the terms of the employment agreement, Mr. Lee serves as the Chief Financial Officer of the Company. The employment agreement terminates on the third anniversary of the effective date, unless earlier terminated; however, the term will automatically renew for successive 12-month periods unless either party provides 90 days’ written notice of non-renewal. Under the terms of the Employment Agreement, Mr. Lee will receive an annual base salary of $350,000, subject to periodic review and increase. Additionally, Mr. Lee is eligible to receive an annual bonus targeted at 40% of his annual base salary based on the Company’s achievement of commercially-reasonable key performance indicators determined by the Company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company for the years ended December 31, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). |
Consolidation | Consolidation The consolidated financial statements include the accounts and activity of the Company and its wholly owned subsidiaries. Investments in a variable interest entity in which the Company is not the primary beneficiary, or where the Company does not own a majority interest but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. All intercompany profits, transactions, and balances have been eliminated in consolidation. The Company owns a 60% interest in Mountaineer GM, LLC (“Mountaineer”), whose results are consolidated into the Company’s results of operations. The Company acquired 60% of the equity interests in Mountaineer for a purchase price of $100 from one of its related parties. The portion of Mountaineer’s net income (loss) that is not attributable to the Company is included in non-controlling interest. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). It may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such an extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions for the Company relate to bad debt, depreciation, costs capitalized to project development costs, useful lives of assets, stock-based compensation, fair value of financial instruments (including the fair value of the Company’s warrant liability), and estimates and assumptions used to measure impairment. Management adjusts such estimates when facts and circumstances dictate. Actual results could differ from those estimates. |
Property and Equipment and Project Development Costs | Property and Equipment and Project Development Costs Property and equipment are recorded at historical cost and depreciated using the straight-line method over the estimated useful lives of the assets. During the construction period, the Company capitalizes all costs related to the development of the Hall of Fame Village powered by Johnson Controls. Project development costs include predevelopment costs, amortization of finance costs, real estate taxes, insurance, and other project costs incurred during the period of development. The capitalization of costs began during the preconstruction period, which the Company defines as activities that are necessary for the development of the project. The Company ceases cost capitalization when a portion of the project is held available for occupancy and placed into service. This usually occurs upon substantial completion of all costs necessary to bring a portion of the project to the condition needed for its intended use, but no later than one year from the completion of major construction activity. The Company will continue to capitalize only those costs associated with the portion still under construction. Capitalization will also cease if activities necessary for the development of the project have been suspended. As of December 31, 2021, the second two phases of the project remained subject to such capitalization. The Company reviews its property and equipment and projects under development for impairment whenever events or changes indicate that the carrying value of the long-lived assets may not be fully recoverable. In cases where the Company does not expect to recover its carrying costs, an impairment charge is recorded. The Company measures and records impairment losses on its long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amount. Considerable judgment by management is necessary to estimate undiscounted future operating cash flows, and fair values and accordingly, actual results could vary significantly from such estimates. In August 2021, management determined that previously capitalized costs for the construction of the Center for Performance should be written off because of significant changes to the plans for the project that render certain of the current capitalized costs no longer of use for the Center for Performance. Management reviewed its capitalized costs and identified the costs that had no future benefit. As a result, in the third quarter of 2021, the Company recorded a $1,748,448 charge as an impairment of project development costs within the accompanying statement of operations. |
Cash and Restricted Cash | Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased, to be cash equivalents. There were no cash equivalents at December 31, 2021 and 2020, respectively. The Company maintains its cash and escrow accounts at national financial institutions. The balances, at times, may exceed federally insured limits. Restricted cash includes escrow reserve accounts for capital improvements and debt service as required under certain of the Company’s debt agreements. The balances at December 31, 2021 and 2020 were $7,105,057 and $32,907,800, respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable are generally amounts due under sponsorship and other agreements. Accounts receivable are reviewed for delinquencies on a case-by-case basis and are considered delinquent when the sponsor or debtor has missed a scheduled payment. Interest is not charged on delinquencies. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in obtaining financing are capitalized and amortized to additions in project development costs during the construction period over the term of the related loans, without regard for any extension options until the project or portion thereof is considered substantially complete. Upon substantial completion of the project or portion thereof, such costs are amortized as interest expense over the term of the related loan. Any unamortized costs are shown as an offset to “Notes Payable, net” on the accompanying consolidated balance sheet. |
Investment in Joint Venture | Investment in Joint Venture The Company previously used the equity method to record the activities of its 50% owned joint venture in Youth Sports. The equity method of accounting required that the Company recognize its initial capital investment at cost and subsequently, its share of the earnings or losses in the joint venture. The joint venture agreement was structured whereby the Company was not at risk for losses above its original capital investment. Therefore, the Company did not record a deficit that would have resulted in the equity being negative from the investment in joint venture. The maximum exposure to loss represented the potential loss of assets which may have been recognized by the Company relating to its investment in the joint venture. On May 29, 2020, the Company acquired the remaining 50% in Youth Sports for the accounts receivable amounts due from them, which was fully reserved as of the date of the transaction. The results of this non-cash transaction increased the Company’s interest to 100%. Upon acquisition, the Company consolidated the Youth Sports joint venture, an inactive voting interest entity. The Company accounted for the transaction as an asset acquisition under a cost accumulation model, and no gain on the change of control of interest was recognized in the consolidation, resulting in no consolidated assets or liabilities. |
Revenue Recognition | Revenue Recognition The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue with Contracts with Customers, The Company generates revenues from various streams such as sponsorship agreements, rents, cost recoveries, events, hotel operation, Hall of Fantasy League, and through the sale of media assets. The sponsorship arrangements, in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time, recognize revenue on a straight-line basis over the time period specified in the contract. The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included in other liabilities on the accompanying consolidated balance sheets. Contractually due but unpaid sponsorship revenue are included in accounts receivable on the accompanying consolidated balance sheet. Refer to Note 6 for more details. Revenue for rents, cost recoveries, and events are recognized at the time the respective event or service has been performed. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable. The Company’s owned hotel revenues primarily consist of hotel room sales, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales, and other ancillary goods and services (e.g., parking) related to owned hotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. Although the transaction prices of hotel room sales, goods, and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling price of each component. |
Income Taxes | Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for unrecognized tax benefits is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2021 and 2020, no liability for unrecognized tax benefits was required to be reported. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2021 and 2020. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company’s effective tax rates of zero differ from the statutory rate for the years presented primarily due to the Company’s net operating loss, which was fully reserved for all years presented. The Company has identified the United States and Ohio as its “major” tax jurisdictions, and such returns for the years 2017 through 2020 remain subject to examination. |
Ground Rent Expense | Ground Rent Expense |
Stock–Based Compensation | Stock–Based Compensation The Company recognizes compensation expense for all equity-based payments in accordance with ASC 718 “ Compensation – Stock Compensation Restricted stock units are granted at the discretion of the Compensation Committee of the Company’s board of directors (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 36-month period. |
Segments | Segments The Company has evaluated its business to determine whether it has multiple operating segments. The Company has concluded that, as of December 31, 2021 and 2020, it only has one operating segment, given that its chief operating decision maker reviews the Company’s results solely on a consolidated basis. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants to purchase shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815, “Derivatives and Hedging”. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as “change in fair value of warrant liabilities” on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. |
Advertising Costs | Advertising Costs |
Software Development Costs | Software Development Costs The Company recognizes all costs incurred to establish technological feasibility of a computer software product to be sold, leased, or otherwise marketed as research and development costs. Prior to the point of reaching technological feasibility, all costs shall expensed when incurred. Once the development of the product establishes technological feasibility, the Company will begin capitalizing these costs. Management exercises its judgement in determining when technological feasibility is established based on when a product design and working model have been completed and the completeness of the working model and its consistency with the product design have been confirmed through testing. |
Film and Media Costs | Film and Media Costs The Company capitalizes all costs to develop films and related media as an asset, included in “project development costs” on the Company’s consolidated balance sheet. The costs for each film or media will be expensed over the expected release period. |
Accounting for Real Estate Investments | Accounting for Real Estate Investments Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset or business combination. The determination is primarily based on whether the assets acquired and liabilities assumed meet the definition of a business. The determination of whether the assets acquired and liabilities assumed meet the definition of a business include a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired and liabilities assumed are not considered a business. Most of the Company’s acquisitions meet the single or similar asset threshold due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate acquired. Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs. The Company allocates the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. The Company determines the fair value of tangible assets, such as land, building, furniture, fixtures, and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs, and other available information and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. The Company determines the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. If a transaction is determined to be a business combination, the assets acquired, liabilities assumed, and any identified intangibles are recorded at their estimated fair values on the transaction date, and transaction costs are expensed in the period incurred. |
Reclassification | Reclassification Certain amounts in prior periods relating to the presentation of accounts receivable and deferred sponsorship revenue have been reclassified to conform to the current period presentation. |
Fair Value Measurement | Fair Value Measurement The Company follows FASB’s ASC 820–10, Fair Value Measurement The three levels of fair value hierarchy defined by ASC 820–10-20 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company uses Levels 1 and 3 of the fair value hierarchy to measure the fair value of its warrant liabilities. The Company revalues such liabilities at every reporting period and recognizes gains or losses on the change in fair value of the warrant liabilities as “change in fair value of warrant liabilities” in the consolidated statements of operations. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheet as of December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Level 2021 2020 Warrant liabilities – Public Series A Warrants 1 $ 4,617,000 $ 4,130,000 Warrant liabilities – Private Series A Warrants 3 110,000 420,000 Warrant liabilities – Series B Warrants 3 2,416,000 9,781,000 Warrant liabilities – Series C Warrants 3 6,526,000 4,781,000 Fair value of aggregate warrant liabilities $ 13,669,000 $ 19,112,000 The Series A Warrants issued to the previous shareholders of GPAQ (the “Public Series A Warrants”) are classified as Level 1 due to the use of an observable market quote in the active market. Level 3 financial liabilities consist of the Series A Warrants issued to the sponsors of GPAQ (the “Private Series A Warrants”), the Series B Warrants issued in the Company’s November 2020 follow-on public offering, and the Series C Warrants issued in the Company’s December 2020 private placement, for which there is no current market for these securities, and the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded appropriately. Initial Measurement The Company established the initial fair value of its warrant liabilities at the respective dates of issuance. In the case of the Public Series A Warrants, the Company valued the warrants using the quoted market price on the date of issuance. In the case of the Private Series A Warrants, Series B Warrants and Series C Warrants, the Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations are below: Private Series A Warrants Series B Warrants Series C Warrants July 1, November 18, December 29, Term (years) 5.0 5.0 5.0 Stock price $ 8.44 $ 1.22 $ 1.29 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 13.3 % 49.4 % 49.5 % Risk free interest rate 0.3 % 0.4 % 0.4 % Number of shares 1,480,000 20,535,713 10,036,925 Value (per share) $ 1.74 $ 0.52 $ 0.52 Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: Public Private Series B Series C Total Fair value as of January 1, 2021 $ 4,130,000 $ 420,000 $ 9,781,000 $ 4,781,000 $ 19,112,000 Settlement of warrants, exercised - - (53,518,943 ) - (53,518,943 ) Change in fair value, exercised - - 43,070,207 - 43,070,207 Change in fair value, outstanding 487,000 (310,000 ) 3,083,736 1,745,000 5,005,736 Fair value as of December 31, 2021 $ 4,617,000 $ 110,000 $ 2,416,000 $ 6,526,000 $ 13,669,000 On March 1, 2022, the Company and IRG amended the Series C Warrants. See Note 14, Subsequent Events, for more information on this transaction. The key inputs into the Black Scholes valuation model for the Level 3 valuations as of December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 Private Series B Series C Private Series B Series C Term (years) 3.5 3.9 4.0 4.5 4.9 5.0 Stock price $ 1.52 $ 1.52 $ 1.52 $ 1.23 $ 1.23 $ 1.23 Exercise price $ 11.50 $ 1.40 $ 1.40 $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 50.6 % 50.6 % 50.6 % 70.7 % 49.5 % 49.5 % Risk free interest rate 1.3 % 1.3 % 1.3 % 0.3 % 0.3 % 0.3 % Number of shares 2,103,573 3,760,570 10,036,925 2,103,573 20,535,713 10,036,925 Value (per share) $ 0.05 $ 0.64 $ 0.65 $ 0.28 $ 0.48 $ 0.48 |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants, (ii) vesting of restricted stock units and restricted stock awards, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive. At December 31, 2021 and 2020, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive. |
Recent Accounting Standards | Recent Accounting Standards In February 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Classification for both lessees and lessors is based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. ASU 2016-02 also requires qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is currently evaluating the impact of the pending adoption of this new standard on its condensed consolidated financial statements. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements Financial Instruments – Credit Losses (Topic 326): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases The Company expects that, upon the adoption of ASC 842 on January 1, 2022, the Company will recognize a right of use asset and corresponding lease liability of approximately $4 million. |
Subsequent Events | Subsequent Events Subsequent events have been evaluated through March 14, 2022, the date the consolidated financial statements were issued. Except for as disclosed in Notes 1, 2, 4, 9, and 14, no other events have been identified requiring disclosure or recording. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of financial liabilities measured on a recurring basis and reported at fair value | December 31, Level 2021 2020 Warrant liabilities – Public Series A Warrants 1 $ 4,617,000 $ 4,130,000 Warrant liabilities – Private Series A Warrants 3 110,000 420,000 Warrant liabilities – Series B Warrants 3 2,416,000 9,781,000 Warrant liabilities – Series C Warrants 3 6,526,000 4,781,000 Fair value of aggregate warrant liabilities $ 13,669,000 $ 19,112,000 |
Schedule of Black Scholes valuation model in order to determine their value | Private Series A Warrants Series B Warrants Series C Warrants July 1, November 18, December 29, Term (years) 5.0 5.0 5.0 Stock price $ 8.44 $ 1.22 $ 1.29 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 13.3 % 49.4 % 49.5 % Risk free interest rate 0.3 % 0.4 % 0.4 % Number of shares 1,480,000 20,535,713 10,036,925 Value (per share) $ 1.74 $ 0.52 $ 0.52 |
Schedule of changes in the fair value of warrant liabilities | Public Private Series B Series C Total Fair value as of January 1, 2021 $ 4,130,000 $ 420,000 $ 9,781,000 $ 4,781,000 $ 19,112,000 Settlement of warrants, exercised - - (53,518,943 ) - (53,518,943 ) Change in fair value, exercised - - 43,070,207 - 43,070,207 Change in fair value, outstanding 487,000 (310,000 ) 3,083,736 1,745,000 5,005,736 Fair value as of December 31, 2021 $ 4,617,000 $ 110,000 $ 2,416,000 $ 6,526,000 $ 13,669,000 |
Schedule of Black Scholes valuation model for the Level 3 valuations | December 31, 2021 December 31, 2020 Private Series B Series C Private Series B Series C Term (years) 3.5 3.9 4.0 4.5 4.9 5.0 Stock price $ 1.52 $ 1.52 $ 1.52 $ 1.23 $ 1.23 $ 1.23 Exercise price $ 11.50 $ 1.40 $ 1.40 $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 50.6 % 50.6 % 50.6 % 70.7 % 49.5 % 49.5 % Risk free interest rate 1.3 % 1.3 % 1.3 % 0.3 % 0.3 % 0.3 % Number of shares 2,103,573 3,760,570 10,036,925 2,103,573 20,535,713 10,036,925 Value (per share) $ 0.05 $ 0.64 $ 0.65 $ 0.28 $ 0.48 $ 0.48 |
Schedule of outstanding common stock equivalents have been excluded from the calculation of net loss per share | For the years ended 2021 2020 Warrants to purchase shares of Common Stock 41,012,349 55,303,832 Unvested restricted stock awards 238,643 715,929 Unvested restricted stock units to be settled in shares of Common Stock 2,207,337 1,672,177 Shares of Common Stock issuable upon conversion of convertible notes 3,486,920 - Shares of Common Stock issuable upon conversion of Series B Preferred Stock 4,967,320 - Total potentially dilutive securities 51,912,569 57,691,938 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Useful Life December 31, December 31, 2020 Land $ 4,186,090 $ 535,954 Land improvements 25 years 31,194,623 31,078,211 Building and improvements 15 to 39 years 192,384,530 158,020,145 Equipment 5 to 10 years 2,338,894 2,165,882 Property and equipment, gross 230,104,137 191,800,192 Less: accumulated depreciation (49,643,575 ) (37,444,429 ) Property and equipment, net $ 180,460,562 $ 154,355,763 Project development costs $ 128,721,480 $ 107,969,139 |
Notes Payable, Net (Tables)
Notes Payable, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable Net [Abstract] | |
Schedule of notes payable, net | Gross Discount Net Interest Rate Maturity Date (including effect of March 1, 2022 transactions) TIF loan $ 9,451,000 $ (1,611,476 ) $ 7,839,524 5.20 % 7/31/2048 Preferred equity loan 3,600,000 - 3,600,000 7.00 % Various City of Canton Loan 3,500,000 (6,509 ) 3,493,491 5.00 % 7/1/2027 New Market/SCF 2,999,989 - 2,999,989 4.00 % 12/30/2024 Constellation EME 5,227,639 - 5,227,639 6.05 % 12/31/2022 JKP Capital loan 6,953,831 - 6,953,831 12.00 % 3/31/2024 MKG DoubleTree Loan 15,300,000 (83,939 ) 15,216,061 5.00 % 9/13/2023 Convertible PIPE Notes 24,059,749 (11,168,630 ) 12,891,119 10.00 % 3/31/2025 Canton Cooperative Agreement 2,670,000 (174,843 ) 2,495,157 3.85 % 5/15/2040 Aquarian Mortgage Loan 7,400,000 (439,418 ) 6,960,582 10.00 % 3/31/2024 Constellation EME #2 4,455,346 - 4,455,346 5.93 % 4/30/2026 IRG Note 8,500,000 - 8,500,000 8.00 % 3/31/2024 ErieBank Loan 13,353,186 (598,966 ) 12,754,220 4.50 % 6/15/2034 PACE Equity Loan 8,250,966 (277,729 ) 7,973,237 6.05 % 12/31/2046 Total $ 115,721,706 $ (14,361,510 ) $ 101,360,196 Gross Discount Net TIF loan $ 9,654,000 $ (1,666,725 ) $ 7,987,275 Syndicated unsecured term loan 170,090 - 170,090 Preferred equity loan 1,800,000 - 1,800,000 Naming rights securitization loan 1,821,559 (113,762 ) 1,707,797 City of Canton Loan 3,500,000 (7,681 ) 3,492,319 New Market/SCF 2,999,989 - 2,999,989 Constellation EME 9,900,000 - 9,900,000 Paycheck protection plan loan 390,400 - 390,400 JKP Capital loan 6,953,831 (13,887 ) 6,939,944 MKG DoubleTree Loan 15,300,000 (443,435 ) 14,856,565 Convertible PIPE Notes 21,797,670 (13,475,202 ) 8,322,468 Canton Cooperative Agreement 2,670,000 (181,177 ) 2,488,823 Aquarian Mortgage Loan 40,000,000 (2,156,303 ) 37,843,697 Total $ 116,957,539 $ (18,058,172 ) $ 98,899,367 |
Schedule of accrued interest on notes payable | December 31, 2021 2020 TIF loan $ 22,208 $ - Preferred equity loan 203,350 27,125 New Market/SCF 89,682 - Constellation EME - 248,832 Paycheck protection plan loan - 2,706 City of Canton Loan 5,979 4,472 JKP Capital Note 1,251,395 416,836 MKG Doubletree loan - 67,716 Canton Cooperative Agreement 39,416 20,593 Aquarian Mortgage Loan - 333,333 ErieBank Loan 26,706 - PACE Equity Loan 30,824 - Total $ 1,669,560 $ 1,121,613 |
Schedule of accounts payable and accrued expenses and other liabilities | December 31, 2021 2020 Accounts payable and accrued expenses $ 1,669,560 $ 1,094,488 Other liabilities - 27,125 $ 1,669,560 $ 1,121,613 |
Schedule of issuance of shares and warrants | Warrants Stock Price $ 1.29 Exercise Price $ 1.40 Dividend Yield N/A Expected Volatility 49.45 % Risk-Free Interest Rate 0.37 % Number of Shares 10,036,925 Value (USD) $ 5,196,116 Term (in years) 5.00 |
Schedule of principal payments on notes payable outstanding | For the years ending December 31, Amount 2022 44,614,079 2023 1,589,801 2024 4,753,428 2025 29,823,490 2026 1,397,073 Thereafter 33,543,835 Total Gross Principal Payments $ 115,721,706 Less: Discount (14,361,510 ) Total Net Principal Payments $ 101,360,196 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted common stock | Number of shares Weighted Non–vested at January 1, 2021 477,286 $ 9.30 Granted 66,451 $ 3.98 Vested (305,094 ) $ 8.41 Non–vested at December 31, 2021 238,643 $ 9.31 |
Schedule of restricted stock units | Number of Weighted average Non–vested at January 1, 2021 1,499,933 $ 2.49 Granted 1,734,197 $ 2.00 Vested (1,000,477 ) $ 2.04 Forfeited (26,316 ) $ 1.98 Non–vested at December 31, 2021 2,207,337 $ 2.34 |
Schedule of warrant activity | Number of Weighted Weighted Intrinsic Outstanding - January 1, 2021 55,303,832 $ 5.92 4.73 Granted 2,483,660 $ 6.90 Exercised (16,775,143 ) $ 1.40 Outstanding – December 31, 2021 41,012,349 $ 7.82 3.59 $ 1,655,659 Exercisable – December 31, 2021 41,012,349 $ 7.82 3.59 $ 1,655,659 |
Sponsorship Revenue and Assoc_2
Sponsorship Revenue and Associated Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Sponsorship Revenue And Associated Commitments Table [Abstract] | |
Schedule of future cash to be received and required activation spend under the agreement | Unrestricted Activation Total 2022 $ 4,000,000 $ 750,000 $ 4,750,000 2023 4,000,000 750,000 4,750,000 2024 4,250,000 750,000 5,000,000 2025 4,250,000 750,000 5,000,000 Thereafter 39,781,251 6,750,000 46,531,251 Total $ 56,281,251 $ 9,750,000 $ 66,031,251 |
Schedule of future cash to be received under the agreement | 2022 $ 150,000 2023 150,000 2024 150,000 2025 150,000 2026 150,000 Total $ 750,000 |
Schedule of future cash to be received and required activation spend under the agreement | Unrestricted Activation Total 2022 $ 1,396,000 $ 200,000 $ 1,596,000 2023 1,423,220 200,000 1,623,220 2024 1,257,265 166,000 1,423,265 2025 1,257,265 166,000 1,423,265 Thereafter 5,029,057 664,000 5,693,057 Total $ 10,362,807 $ 1,396,000 $ 11,758,807 |
Other Commitments (Tables)
Other Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments under non-cancellable operating leases | 2022 $ 321,900 2023 321,900 2024 321,900 2025 321,900 2026 321,900 Thereafter 40,998,900 Total $ 42,608,400 |
Schedule of future minimum lease commitments under this lease, excluding leases of the company’s subsidiaries | 2022 $ 26,965 2023 163,666 2024 163,666 2025 137,833 2026 132,666 Thereafter 787,117 Total $ 1,411,914 |
Schedule of other liabilities | December 31, December 31, Activation fund reserves $ 3,537,347 $ 3,780,343 Deferred sponsorship revenue 203,278 530,126 Total $ 3,740,625 $ 4,310,469 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of due to affiliates | December 31, December 31, Due to IRG Member $ 1,041,847 $ 1,456,521 Due to IRG Affiliate 116,900 140,180 Due to PFHOF 660,208 126,855 Total $ 1,818,955 $ 1,723,556 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of net assets acquired | Cash $ 31,034,781 Sponsor loan (500,000 ) Warrant liability (30,040,000 ) Net assets acquired $ 494,781 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | As of December 31, 2021 2020 U.S. federal tax loss carry–forward $ 12,785,012 $ 4,143,828 U.S. local tax loss carry–forward 1,204,422 389,717 Equity based compensation-RSUs 1,122,020 416,157 Property and equipment (1,251,926 ) (1,741,690 ) Prepaid rent (998,606 ) (1,040,888 ) Total deferred tax assets 12,860,922 2,167,124 Less: valuation allowance (12,860,922 ) (2,167,124 ) Net deferred tax asset $ — $ — |
Schedule of net operating loss carry forwards | Amount Begins to U.S. federal net operating loss carry–forwards $ 60,881,008 Indefinite U.S. local net operating loss carry–forwards 60,983,412 2026 Amount Begins to U.S. federal net operating loss carry–forwards $ 19,732,513 Indefinite U.S. local net operating loss carry–forwards 19,732,513 2025 |
Schedule of statutory rate to the reported provision for income taxes | For the Years Ended 2021 2020 Expected Federal Tax (21.0 )% (21.0 )% Local Tax (Net of Federal Benefit) (2.0 ) (2.0 ) Business Combination Expenses (0.3 ) 22.0 Non-controlling interest (0.1 ) - Paycheck Protection Program Loan Forgiveness (0.1 ) - Note Extinguishment - 4.3 Deferred Tax Liabilities Resulting from Business Combination - 13.2 Change in fair value of warrant liabilities 11.9 (27.1 ) Other permanent differences - 1.0 Change in valuation allowance 11.6 9.6 Effective rate of income tax - % - % |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | Mar. 03, 2022 | Mar. 01, 2022 | Feb. 15, 2022 | Aug. 12, 2021 | Jun. 04, 2021 | Mar. 12, 2022 | Feb. 28, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization and Nature of Business (Details) [Line Items] | ||||||||||
Agreement rights , description | The Company has entered into several agreements with PFHOF, an affiliate of the Company, and certain government entities, which outline the rights and obligations of each of the parties with regard to the property on which the Hall of Fame Village powered by Johnson Controls sits, portions of which are owned by the Company and portions of which are net leased to the Company by the government entities (see Note 7 for additional information). | |||||||||
Cash and cash equivalents | $ 10,282,983 | $ 7,145,661 | ||||||||
Restricted cash | 7,105,057 | $ 32,907,800 | ||||||||
Equity distribution agreement amount | $ 34,500,000 | $ 46,500,000 | ||||||||
Private placement, description | the Company completed a private placement with CH Capital Lending, LLC for a purchase price of $15 million (i) 15,000 shares of 7.00% Series B Convertible Preferred Stock (the “Series B Preferred Stock”), which are convertible into shares of the Company’s Common Stock, having an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment, and (ii) 2,450,980 warrants, with a term of three years, exercisable six months after issuance, each exercisable for one share of Common Stock at an exercise price of $6.90 per share, subject to certain adjustments (the “Series D Warrants”). Also on June 4, 2021, the Company closed a securities purchase agreement with another purchaser for 200 shares of Series B Preferred Stock and 32,680 Series D Warrants in exchange for $200,000. | |||||||||
Aggregate purchase price, percentage | 2.00% | |||||||||
Aggregate offering price | $ 50,000,000 | |||||||||
Sale of shares (in Shares) | 1,700,000 | |||||||||
Net proceeds | $ 3,500,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||
Principal value | $ 15,300,000 | |||||||||
Liquidity [Member] | ||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||
Cash and cash equivalents | 10,000,000 | |||||||||
Restricted cash | $ 7,000,000 | |||||||||
Forecast [Member] | ||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||
Principal amount | $ 22,853,831 | |||||||||
Financing amount | $ 4,000,000 | $ 17,400,000 | ||||||||
Common Stock [Member] | ||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||
Common stock, par value per share | $ 0.0001 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||
Investor shares (in Shares) | 900 | |||||||||
Shares percentage | 7.00% | |||||||||
Stock price | $ 1,000 | |||||||||
Aggregate purchase price | $ 900,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 12 Months Ended | |
May 29, 2020 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Impairment of project development costs | $ 1,748,448 | ||
Restricted cash | $ 7,105,057 | $ 32,907,800 | |
Unrecognized tax benefits percentage | 50.00% | ||
Operating segment | 1 | 1 | |
Advertising and marketing costs | $ 611,843 | $ 484,978 | |
Lease liability | $ 4,000,000 | ||
Mountaineer GM, LLC [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Ownership percentage | 60.00% | ||
Acquired equity interest percentage | 60.00% | ||
Purchase price | $ 100 | ||
Youth Sports Management, LLC [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Ownership percentage | 50.00% | ||
Ownership acquired, description | the Company acquired the remaining 50% in Youth Sports for the accounts receivable amounts due from them, which was fully reserved as of the date of the transaction. The results of this non-cash transaction increased the Company’s interest to 100%. | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Service periods | 12 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Service periods | 36 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of financial liabilities measured on a recurring basis and reported at fair value - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities | $ 13,669,000 | $ 19,112,000 |
Level 1 [Member] | Public Series A Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 4,617,000 | 4,130,000 |
Level 3 [Member] | Private Series A Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 110,000 | 420,000 |
Level 3 [Member] | Series B Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 2,416,000 | 9,781,000 |
Level 3 [Member] | Series C Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 6,526,000 | $ 4,781,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Black Scholes valuation model in order to determine their value - $ / shares | Dec. 29, 2020 | Nov. 18, 2020 | Jul. 01, 2020 |
Private Series A Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of Black Scholes valuation model in order to determine their value [Line Items] | |||
Term (years) | 5 years | ||
Stock price | $ 8.44 | ||
Exercise price | $ 11.5 | ||
Dividend yield | 0.00% | ||
Expected volatility | 13.30% | ||
Risk free interest rate | 0.30% | ||
Number of shares | 1,480,000 | ||
Value (per share) | $ 1.74 | ||
Series B Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of Black Scholes valuation model in order to determine their value [Line Items] | |||
Term (years) | 5 years | ||
Stock price | $ 1.22 | ||
Exercise price | $ 1.4 | ||
Dividend yield | 0.00% | ||
Expected volatility | 49.40% | ||
Risk free interest rate | 0.40% | ||
Number of shares | 20,535,713 | ||
Value (per share) | $ 0.52 | ||
Series C Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of Black Scholes valuation model in order to determine their value [Line Items] | |||
Term (years) | 5 years | ||
Stock price | $ 1.29 | ||
Exercise price | $ 1.4 | ||
Dividend yield | 0.00% | ||
Expected volatility | 49.50% | ||
Risk free interest rate | 0.40% | ||
Number of shares | 10,036,925 | ||
Value (per share) | $ 0.52 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2021 | $ 19,112,000 |
Settlement of warrants, exercised | (53,518,943) |
Change in fair value, exercised | 43,070,207 |
Change in fair value, outstanding | 5,005,736 |
Fair value as of December 31, 2021 | 13,669,000 |
Public Series A Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2021 | 4,130,000 |
Settlement of warrants, exercised | |
Change in fair value, exercised | |
Change in fair value, outstanding | 487,000 |
Fair value as of December 31, 2021 | 4,617,000 |
Private Series A Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2021 | 420,000 |
Settlement of warrants, exercised | |
Change in fair value, exercised | |
Change in fair value, outstanding | (310,000) |
Fair value as of December 31, 2021 | 110,000 |
Series B Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2021 | 9,781,000 |
Settlement of warrants, exercised | (53,518,943) |
Change in fair value, exercised | 43,070,207 |
Change in fair value, outstanding | 3,083,736 |
Fair value as of December 31, 2021 | 2,416,000 |
Series C Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2021 | 4,781,000 |
Settlement of warrants, exercised | |
Change in fair value, exercised | |
Change in fair value, outstanding | 1,745,000 |
Fair value as of December 31, 2021 | $ 6,526,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Black Scholes valuation model for the Level 3 valuations - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Private Series A Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Term (years) | 3 years 6 months | 4 years 6 months |
Stock price | $ 1.52 | $ 1.23 |
Exercise price | $ 11.5 | $ 11.5 |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 50.60% | 70.70% |
Risk free interest rate | 1.30% | 0.30% |
Number of shares | 2,103,573 | 2,103,573 |
Value (per share) | $ 0.05 | $ 0.28 |
Series B Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Term (years) | 3 years 10 months 24 days | 4 years 10 months 24 days |
Stock price | $ 1.52 | $ 1.23 |
Exercise price | $ 1.4 | $ 1.4 |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 50.60% | 49.50% |
Risk free interest rate | 1.30% | 0.30% |
Number of shares | 3,760,570 | 20,535,713 |
Value (per share) | $ 0.64 | $ 0.48 |
Series C Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Term (years) | 4 years | 5 years |
Stock price | $ 1.52 | $ 1.23 |
Exercise price | $ 1.4 | $ 1.4 |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 50.60% | 49.50% |
Risk free interest rate | 1.30% | 0.30% |
Number of shares | 10,036,925 | 10,036,925 |
Value (per share) | $ 0.65 | $ 0.48 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of outstanding common stock equivalents have been excluded from the calculation of net loss per share - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 51,912,569 | 57,691,938 |
Warrants to purchase shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 41,012,349 | 55,303,832 |
Unvested restricted stock awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 238,643 | 715,929 |
Unvested restricted stock units to be settled in shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 2,207,337 | 1,672,177 |
Shares of Common Stock issuable upon conversion of convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 3,486,920 | |
Shares of Common Stock issuable upon conversion of Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 4,967,320 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 12,199,148 | $ 11,085,230 | ||
Capitalized project development costs | 58,581,466 | 19,381,440 | ||
Development costs | $ 32,938,554 | |||
Impairment expense | $ 1,748,448 | 1,748,448 | ||
Film development costs | $ 464,000 | $ 0 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 230,104,137 | $ 191,800,192 |
Less: accumulated depreciation | (49,643,575) | (37,444,429) |
Property and equipment, net | 180,460,562 | 154,355,763 |
Project development costs | 128,721,480 | 107,969,139 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,186,090 | 535,954 |
Land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 25 years | |
Property and equipment, gross | $ 31,194,623 | 31,078,211 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 192,384,530 | 158,020,145 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,338,894 | $ 2,165,882 |
Minimum [Member] | Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 15 years | |
Minimum [Member] | Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 5 years | |
Maximum [Member] | Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 39 years | |
Maximum [Member] | Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 10 years |
Notes Payable, Net (Details)
Notes Payable, Net (Details) - USD ($) | Mar. 01, 2022 | Dec. 15, 2021 | Sep. 22, 2021 | Aug. 12, 2021 | Apr. 01, 2021 | Feb. 01, 2021 | Dec. 01, 2020 | Sep. 14, 2020 | Sep. 01, 2020 | Jul. 01, 2020 | Apr. 22, 2020 | Dec. 11, 2018 | Jul. 10, 2017 | Jul. 31, 2038 | Jul. 31, 2028 | Nov. 23, 2021 | Aug. 30, 2021 | Dec. 29, 2020 | Jun. 24, 2020 | Dec. 30, 2019 | Oct. 22, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Feb. 26, 2021 | Oct. 15, 2020 | Jun. 30, 2020 | Jun. 22, 2020 | Nov. 27, 2019 | Nov. 09, 2017 |
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Amortization of note discounts | $ (5,160,242) | $ (10,570,974) | |||||||||||||||||||||||||||||
Paid-in-kind interest | 2,091,990 | 4,066,691 | |||||||||||||||||||||||||||||
Private placement | $ 10,030,000 | ||||||||||||||||||||||||||||||
Imputed interest rate | 5.20% | ||||||||||||||||||||||||||||||
Preferred Stock dividend rate | 7.00% | ||||||||||||||||||||||||||||||
Preferred stock shares issued (in Shares) | 1,801,851 | 1.421333 | |||||||||||||||||||||||||||||
Maturity date | Apr. 30, 2020 | ||||||||||||||||||||||||||||||
Amortization of note discounts | $ 5,160,242 | 10,570,974 | |||||||||||||||||||||||||||||
PIK interest | $ 3,580,840 | 5,718,473 | |||||||||||||||||||||||||||||
Debt instrument, maturity date, description | The $1,900,000 note payable had a maturity date of October 22, 2021. | ||||||||||||||||||||||||||||||
City of Canton Loan [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan facility borrowed description | the Company entered into a loan facility with the City of Canton, OH, whereby it may borrow up to $3,500,000. The loan accrues interest at a rate of 0.5% per annum. Upon an event of default, the interest rate will increase to five percent (5%) per annum on the outstanding balance at the time of default. The loan shall mature on July 1, 2027. During the year ended December 31, 2020, the Company borrowed the maximum amount of $3,500,000 on the loan. The Company has the option to extend the loan’s maturity date for three years, to July 1, 2030, if the Company meets certain criteria in terms of the hotel occupancy level and maintaining certain financial ratios. | ||||||||||||||||||||||||||||||
Constellation EME [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan facility borrowed description | the Company entered into a loan facility with Constellation NewEnergy, Inc. (“Constellation”) whereby it may borrow up to $9,900,000 (the “Constellation Loan Facility”). The proceeds of the Constellation Loan Facility are to be held in escrow by a custodian to fund future development costs. The proceeds will be released from escrow as development costs are incurred. The Constellation Loan Facility was amended on April 13, 2020 to modify the payment schedule and maturity date, reflecting current project timetables. The maturity date is December 31, 2022 and payments are due in 29 monthly installments totaling $11,075,000, with an effective interest rate of 6.1%. Beginning in August 2020 through December 2020, the monthly installment amount is $55,000, which increases in January 2021 to $450,000 through December 2022. During the year ended December 31, 2020, the Company borrowed the full amount under the Constellation Loan Facility. | ||||||||||||||||||||||||||||||
Paycheck Protection Program Loan [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
PPP Loan amount | $ 390,400 | ||||||||||||||||||||||||||||||
Notes payable, description | The PPP Loan had a fixed interest rate of 1% and required the Company to make 18 monthly payments beginning on November 22, 2020, with a maturity date of April 22, 2022, subject to debt forgiveness provisions from the Small Business Association. | ||||||||||||||||||||||||||||||
JKP Capital Loan [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Principals amounts | $ 7,000,000 | ||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||
JKP Capital Loan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Maturity date | Mar. 1, 2022 | ||||||||||||||||||||||||||||||
MKG Double Tree Loan [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Interest rate | 1.75% | ||||||||||||||||||||||||||||||
Mortgage loan | $ 15,300,000 | ||||||||||||||||||||||||||||||
Prime commercial rate | 5.00% | ||||||||||||||||||||||||||||||
Description of notes payable | The initial maturity date is 18 months after the exercised loan date, March 13, 2022, and the agreement includes an extended maturity date of September 13, 2022, should HOFRE need more time with an extension fee of 0.1% of the then outstanding principal balance. | ||||||||||||||||||||||||||||||
Extension fee | 0.10% | ||||||||||||||||||||||||||||||
Bank account, description | The MKG DoubleTree Loan has certain financial covenants whereby the Company must maintain a minimum tangible net worth of $5,000,000 and minimum liquidity of not less than $2,000,000. These covenants are to be tested annually based upon the financial statements at the end of each fiscal year. | ||||||||||||||||||||||||||||||
MKG Double Tree Loan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Maturity date | Mar. 1, 2022 | ||||||||||||||||||||||||||||||
Convertible PIPE Notes [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Note purchase agreement, description | the closing of the Business Combination, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain funds managed by Magnetar Financial, LLC and other purchasers (together, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “Private Placement”) $20,721,293 in aggregate principal of the Company’s 8.00% Convertible Notes due 2025 (the “PIPE Notes”). Interest on PIPE Notes is payable quarterly in either cash or an increase in the principal amount of PIPE Notes (“PIK Interest”). If the Company pays interest as PIK Interest, the interest rate for such payment is 10%, rather than 8%. Pursuant to the terms of the Note Purchase Agreement, the PIPE Notes may be converted into shares of Common Stock at a conversion price equal to $6.90 per share. There are also Note Redemption Warrants that may be issued pursuant to the Note Purchase Agreement upon redemption of the PIPE Notes that will be exercisable for a number of shares of Common Stock to be determined at the time any such warrant is issued. The exercise price per share of Common Stock of any warrant will be equal to the conversion price of the PIPE Notes at the time such warrant is issued pursuant to the Note Purchase Agreement. | ||||||||||||||||||||||||||||||
Canton Cooperative Agreement [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan amount | $ 2,670,000 | ||||||||||||||||||||||||||||||
Amortization of note discounts | $ 182,723 | ||||||||||||||||||||||||||||||
MKG PACE Bonds [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
MKG PACE bonds, description | The special assessment payments will be made on January 31st and July 31st over the course of 17 years, commencing on January 31, 2022 with a maturity date of January 31, 2039. For the first eight years, each payment will consist of $188,188 and decrease to $161,567 beginning in 2030. | ||||||||||||||||||||||||||||||
Aquarian Mortgage Loan [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Maturity date | Mar. 31, 2022 | ||||||||||||||||||||||||||||||
Mortgage loan | $ 13,000,000 | ||||||||||||||||||||||||||||||
Gross proceeds | $ 40,000,000 | ||||||||||||||||||||||||||||||
Loan interest | 10.00% | ||||||||||||||||||||||||||||||
Loan | $ 20,000,000 | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 20,000,000 | ||||||||||||||||||||||||||||||
Constellation EME #2 [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Mortgage loan | $ 5,100,000 | ||||||||||||||||||||||||||||||
Description of notes payable | The maturity date is April 30, 2026, and payments are due in 60 monthly installments totaling $6,185,716, with an effective interest rate of 8.7%. | ||||||||||||||||||||||||||||||
IRG Note [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Maturity date | Jun. 30, 2022 | ||||||||||||||||||||||||||||||
Loan amount | $ 8,500,000 | ||||||||||||||||||||||||||||||
Loan interest | 50.00% | 8.00% | |||||||||||||||||||||||||||||
ErieBank Loan [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Description of notes payable | The maturity date is June 15, 2034, provided CFE has a right to extend the maturity date for an additional six months to December 15, 2034, subject to certain conditions. | For the period from disbursement until June 15, 2024 or, if CFE elects and qualifies for an extension option, up to and including December 15, 2024, CFE is obligated to make interest only monthly payments at a rate equal to the sum of 1.00% plus the prime commercial rate with a floor of 4.50% per annum. Beginning July 2024, or, if CFE elects and qualifies for an extension option, beginning January 2025, CFE shall make monthly principal plus interest payments based upon an assumed 25-year amortization schedule, with the entire outstanding principal balance plus accrued but unpaid interest due and payable on the maturity date at a rate, depending on a debt service coverage ratio test, equal to the five-year rate as published by the Federal Home Loan Bank of Pittsburgh plus 2.65% - 3.00% per annum, with a floor of 3.75% - 4.25%. | |||||||||||||||||||||||||||||
Borrowing amount | $ 22,040,000 | $ 13,353,186 | |||||||||||||||||||||||||||||
Syndicated Unsecured Term Loan and Preferred Equity Loan [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Description of notes payable | the Company and various parties signed the Master Transaction Agreement setting forth various terms and conditions for the development of the Hall of Fame Village powered by Johnson Controls. As part of the Master Transaction Agreement, American Capital Center, LLC (“ACC”), an affiliate of the Company, exchanged $106,450,000 of the Company’s debt and $24,470,142 of accrued interest and origination fees, as well as $336,579 of amounts due to PFHOF, by converting it to preferred equity instruments with a face value of $95,500,000 and an amended subordinated debt agreement with a face value of $6,450,000. In accordance with the Extinguishment of Liabilities subtopic of the FASB ASC 470-50, given that ACC was a related party, the Company treated the Master Transaction Agreement as a capital transaction and recapitalized the debt to equity in the amount of $96,076,120, net of discounts and unamortized deferred financing costs. | ||||||||||||||||||||||||||||||
Loan interest | 5.00% | 12.00% | |||||||||||||||||||||||||||||
Loan | $ 170,089 | $ 150,000,000 | |||||||||||||||||||||||||||||
PIK interest | $ 256,441 | $ 353,530 | |||||||||||||||||||||||||||||
Common stock shares (in Shares) | 13,762,039 | ||||||||||||||||||||||||||||||
Naming Rights Securitization Loan [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan interest | 4.00% | ||||||||||||||||||||||||||||||
Loan | $ 22,800,000 | ||||||||||||||||||||||||||||||
New Market/SCF [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan facility borrowed description | the Company entered into a loan facility with New Market Project, Inc., whereby it may borrow up to $3,000,000, of which the proceeds are to be used for the development of McKinley Grand Hotel, as described below. During the year ended December 31, 2020 the Company borrowed $2,999,989 on this facility. The loan has a maturity date of December 30, 2024 and accrues interest at a rate of 4% per annum. In the event of default, including failure to pay upon final maturity, the interest rate shall increase by adding a 5% fee that applies to each succeeding interest rate change that would have applied had there been no default. | ||||||||||||||||||||||||||||||
McKinley Grand Mortgage [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Description of notes payable | Interest accrued at a rate equal to the greater of (i) 3.75% or (ii) the sum of the LIBOR rate plus 2.75%. The Company was required to make interest payments commencing on November 1, 2019, and on the first day of each successive month until the note was repaid. In September 2020, the Company paid off the full outstanding $1,900,000 principal and interest owed, using proceeds from the MKG Double Tree Loan. | ||||||||||||||||||||||||||||||
Loan | $ 3,900,000 | ||||||||||||||||||||||||||||||
CH Capital Lending, LLC [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan interest | 10.00% | ||||||||||||||||||||||||||||||
Loan | $ 1,807,339 | ||||||||||||||||||||||||||||||
SCF Subordinated Note [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan interest | 5.00% | ||||||||||||||||||||||||||||||
Loan | $ 1,000,000 | ||||||||||||||||||||||||||||||
Series A Cumulative Redeemable Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Preferred Stock dividend rate | 7.00% | ||||||||||||||||||||||||||||||
Amount of preferred stock shares issued | $ 900,000 | $ 900,000 | $ 900,000 | ||||||||||||||||||||||||||||
Preferred stock shares issued (in Shares) | 900 | 900 | |||||||||||||||||||||||||||||
Stock price | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Stock price | 1,000 | ||||||||||||||||||||||||||||||
Preferred stock outstanding (in Shares) | 3,600 | 1,800 | |||||||||||||||||||||||||||||
Preferred stock authorized (in Shares) | 52,800 | 52,800 | |||||||||||||||||||||||||||||
Preferred stock redeemable term | The Series A Preferred Stock is required to be redeemed for cash after five years from the date of issuance and is recorded in “Notes payable, net” on the Company’s consolidated balance sheet. | ||||||||||||||||||||||||||||||
Aggregate purchase price | $ 900,000 | ||||||||||||||||||||||||||||||
PACE Equity Loan [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Project advance amount | 8,250,966 | ||||||||||||||||||||||||||||||
Term loan payable | $ 7,500,000 | ||||||||||||||||||||||||||||||
Bridge Loan [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Description of notes payable | the Company used proceeds from the Business Combination to pay $15,500,000 on the Bridge Loan, while an additional $15,000,000 converted into equity in the newly formed HOFRE. The remaining balance following the Business Combination was approximately $34,500,000. The maturity date on the remaining balance had been extended one month to November 30, 2020. During the fourth quarter of 2020, the Company paid off the remaining $34,500,000 outstanding balance owed previously using a portion of the proceeds from the November 2020 Public Offering and the Aquarian Mortgage Loan. | ||||||||||||||||||||||||||||||
Loan interest | 1.00% | ||||||||||||||||||||||||||||||
Loan | $ 65,000,000 | ||||||||||||||||||||||||||||||
Land Loan with Affiliate [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Description of notes payable | the Company entered into a promissory note with the PFHOF, an affiliate of HOFRE, for purpose of the acquisition of land at the Hall of Fame Village powered by Johnson Controls. The promissory note had an outstanding balance of $1,273,888 at June 30, 2020 and December 31, 2019, which bore interest at a rate of 1.22% per annum. The loan may be prepaid in whole or in part without penalty. For any unpaid balance after December 31, 2017, the interest rate was increased by 5%. The loan was subordinate to the Bridge Loan and had a maturity date of February 26, 2023. On July 2, 2020, the Company issued 580,000 shares in exchange of (a) full satisfaction of the promissory note in the amount of $1,273,888, (b) accrued interest in the amount of $50,158, and (c) other amounts due to PFHOF in the amount of $4,266,793. The Company determined that the issuance of shares for full satisfaction of the note resulted in a loss on extinguishment of debt of $209,160. | ||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Imputed interest rate | 6.60% | ||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Imputed interest rate | 7.70% | ||||||||||||||||||||||||||||||
Separate notes payable [Member] | McKinley Grand Mortgage [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan | 1,900,000 | ||||||||||||||||||||||||||||||
Separate notes payable [Member] | McKinley Grand Mortgage [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan | $ 1,807,339 | ||||||||||||||||||||||||||||||
IRG November Note [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan interest | 12.00% | ||||||||||||||||||||||||||||||
Loan | $ 11,585,792 | ||||||||||||||||||||||||||||||
PIK interest | $ 1,858,744 | 85,009 | |||||||||||||||||||||||||||||
Common stock (in Shares) | 10,813,774 | ||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||||||||||
Aggregate purchase price | $ 15,239,653 | ||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 3,404,244 | ||||||||||||||||||||||||||||||
IRG November Note [Member] | HOF Village [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan | $ 30,000,000 | ||||||||||||||||||||||||||||||
IRG November Note [Member] | Industrial Realty Group exchanged [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Loan | $ 9,000,000 | ||||||||||||||||||||||||||||||
IRG November Note [Member] | Warrants [Member] | |||||||||||||||||||||||||||||||
Notes Payable, Net (Details) [Line Items] | |||||||||||||||||||||||||||||||
Common stock (in Shares) | 10,036,925 |
Notes Payable, Net (Details) -
Notes Payable, Net (Details) - Schedule of notes payable, net - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 115,721,706 | $ 116,957,539 |
Discount | (14,361,510) | (18,058,172) |
Net | 101,360,196 | 98,899,367 |
TIF loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 9,451,000 | 9,654,000 |
Discount | (1,611,476) | (1,666,725) |
Net | $ 7,839,524 | 7,987,275 |
Interest Rate | 5.20% | |
Maturity Date | Jul. 31, 2048 | |
Preferred Equity Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 3,600,000 | 1,800,000 |
Net | $ 3,600,000 | 1,800,000 |
Interest Rate | 7.00% | |
Maturity Date | ||
City of Canton Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 3,500,000 | 3,500,000 |
Discount | (6,509) | (7,681) |
Net | $ 3,493,491 | 3,492,319 |
Interest Rate | 5.00% | |
Maturity Date | Jul. 1, 2027 | |
New Market/SCF [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 2,999,989 | 2,999,989 |
Net | $ 2,999,989 | 2,999,989 |
Interest Rate | 4.00% | |
Maturity Date | Dec. 30, 2024 | |
Constellation EME [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 5,227,639 | 9,900,000 |
Net | $ 5,227,639 | 9,900,000 |
Interest Rate | 6.05% | |
Maturity Date | Dec. 31, 2022 | |
JKP Capital loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 6,953,831 | 6,953,831 |
Discount | (13,887) | |
Net | $ 6,953,831 | 6,939,944 |
Interest Rate | 12.00% | |
Maturity Date | Mar. 31, 2024 | |
MKG DoubleTree Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 15,300,000 | 15,300,000 |
Discount | (83,939) | (443,435) |
Net | $ 15,216,061 | 14,856,565 |
Interest Rate | 5.00% | |
Maturity Date | Sep. 13, 2023 | |
Convertible PIPE Notes [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 24,059,749 | 21,797,670 |
Discount | (11,168,630) | (13,475,202) |
Net | $ 12,891,119 | 8,322,468 |
Interest Rate | 10.00% | |
Maturity Date | Mar. 31, 2025 | |
Canton Cooperative Agreement [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 2,670,000 | 2,670,000 |
Discount | (174,843) | (181,177) |
Net | $ 2,495,157 | 2,488,823 |
Interest Rate | 3.85% | |
Maturity Date | May 15, 2040 | |
Aquarian Mortgage Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 7,400,000 | 40,000,000 |
Discount | (439,418) | (2,156,303) |
Net | $ 6,960,582 | 37,843,697 |
Interest Rate | 10.00% | |
Maturity Date | Mar. 31, 2024 | |
Constellation EME #2 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 4,455,346 | |
Net | $ 4,455,346 | |
Interest Rate | 5.93% | |
Maturity Date | Apr. 30, 2026 | |
IRG Note [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 8,500,000 | |
Net | $ 8,500,000 | |
Interest Rate | 8.00% | |
Maturity Date | Mar. 31, 2024 | |
ErieBank Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 13,353,186 | |
Discount | (598,966) | |
Net | $ 12,754,220 | |
Interest Rate | 4.50% | |
Maturity Date | Jun. 15, 2034 | |
PACE Equity Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 8,250,966 | |
Discount | (277,729) | |
Net | $ 7,973,237 | |
Interest Rate | 6.05% | |
Maturity Date | Dec. 31, 2046 | |
Syndicated Unsecured Term Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 170,090 | |
Net | 170,090 | |
Naming Rights Securitization Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 1,821,559 | |
Discount | (113,762) | |
Net | 1,707,797 | |
Paycheck protection plan loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 390,400 | |
Net | $ 390,400 |
Notes Payable, Net (Details) _2
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | $ 1,669,560 | $ 1,121,613 |
TIF loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 22,208 | |
Preferred equity loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 203,350 | 27,125 |
New Market/SCF [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 89,682 | |
Constellation EME [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 248,832 | |
Paycheck protection plan loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 2,706 | |
City of Canton Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 5,979 | 4,472 |
JKP Capital Note [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 1,251,395 | 416,836 |
MKG Doubletree loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 67,716 | |
Canton Cooperative Agreement [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 39,416 | 20,593 |
Aquarian Mortgage Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 333,333 | |
ErieBank Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 26,706 | |
PACE Equity Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | $ 30,824 |
Notes Payable, Net (Details) _3
Notes Payable, Net (Details) - Schedule of accounts payable and accrued expenses and other liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accounts payable and accrued expenses and other liabilities [Abstract] | ||
Accounts payable and accrued expenses | $ 1,669,560 | $ 1,094,488 |
Other liabilities | 27,125 | |
Accounts payable and accrued expenses and other liabilities | $ 1,669,560 | $ 1,121,613 |
Notes Payable, Net (Details) _4
Notes Payable, Net (Details) - Schedule of issuance of shares and warrants - Warrants [Member] | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Notes Payable, Net (Details) - Schedule of issuance of shares and warrants [Line Items] | |
Stock Price (in Dollars per share) | $ 1.29 |
Exercise Price (in Dollars per share) | $ 1.4 |
Dividend Yield | |
Expected Volatility | 49.45% |
Risk-Free Interest Rate | 0.37% |
Number of Shares (in Shares) | shares | 10,036,925 |
Value (USD) (in Dollars) | $ | $ 5,196,116 |
Term (in years) | 5 years |
Notes Payable, Net (Details) _5
Notes Payable, Net (Details) - Schedule of principal payments on notes payable outstanding | Dec. 31, 2021USD ($) |
Schedule of principal payments on notes payable outstanding [Abstract] | |
2022 | $ 44,614,079 |
2023 | 1,589,801 |
2024 | 4,753,428 |
2025 | 29,823,490 |
2026 | 1,397,073 |
Thereafter | 33,543,835 |
Total Gross Principal Payments | 115,721,706 |
Less: Discount | (14,361,510) |
Total Net Principal Payments | $ 101,360,196 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jul. 02, 2022 | Jul. 02, 2021 | Jun. 04, 2021 | May 13, 2021 | Feb. 12, 2021 | Nov. 03, 2020 | Jul. 02, 2020 | Jul. 01, 2020 | Feb. 18, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 02, 2021 | Oct. 08, 2020 |
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Increase of authorized shares, description | the Company’s stockholders approved an amendment to the Company’s charter to increase the authorized shares of Common Stock from 100,000,000 to 300,000,000. Consequently, the Company’s charter allows the Company to issue up to 300,000,000 shares of Common Stock and to issue and designate its rights, without stockholder approval, of up to 5,000,000 shares of preferred stock, par value $0.0001. | ||||||||||||||
Preferred stock, shares authorized | 4,932,200 | 4,932,200 | 4,932,200 | ||||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Dividend payment terms | The 7.00% Series B Convertible Preferred Stock accrues dividends at a rate of 7% per annum, whether or not declared. Of the 7.00% dividends, 4% is paid regularly, while 3% is paid at the Automatic Conversion Date. | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Shares issued | 1,801,851 | 1.421333 | 1.421333 | ||||||||||||
Aggregate offering price (in Dollars) | $ 50,000,000 | ||||||||||||||
Sale of shares | 1,700,000 | ||||||||||||||
Net proceeds (in Dollars) | $ 3,500,000 | ||||||||||||||
Restricted stock shares | 238,643 | 238,643 | 238,643 | 106,840 | |||||||||||
Warrants exercised | 16,775,143 | ||||||||||||||
Exercise price (in Dollars per share) | $ 1.4 | $ 1.4 | |||||||||||||
Cash proceeds from warrants exercises (in Dollars) | $ 23,485,200 | ||||||||||||||
Proceeds from warrant liability (in Dollars) | $ 53,518,942 | ||||||||||||||
Shares issued | 97,563,841 | 97,563,841 | 64,091,266 | ||||||||||||
Gross proceeds (in Dollars) | $ 34,500,000 | ||||||||||||||
Preferred stock and warrants to purchase common stock, description | the Company and IRG, LLC, as assigned by IRG, LLC to CH Capital Lending, LLC, and the binding term sheet dated January 28, 2021, the Company issued and sold to CH Capital Lending, LLC for a purchase price of $15 million in a private placement (the “New Private Placement”) (i) 15,000 shares of Series B Preferred Stock, which are convertible into shares of Common Stock, having an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment, and (ii) 2,450,980 Series D Warrants, with a term of three years, exercisable six months after issuance, each exercisable for one share of Common Stock at an exercise price of $6.90 per share, subject to certain adjustments. Also on June 4, 2021, the Company closed a securities purchase agreement with another purchaser for 200 shares of Series B Preferred Stock and 32,680 Series D Warrants. | ||||||||||||||
Restricted Stock Awards [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Restricted stock shares | 66,451 | ||||||||||||||
Restricted Stock Awards [Member] | Chief Executive Officer [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Restricted stock shares | 715,929 | ||||||||||||||
Vested [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Restricted stock shares | 238,643 | ||||||||||||||
Restricted Common Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Stock–based compensation related to restricted stock (in Dollars) | $ 2,436,091 | $ 3,327,280 | |||||||||||||
Stock-based compensation expense (in Dollars) | 2,218,187 | ||||||||||||||
Related to restricted share arrangements (in Dollars) | $ 1,109,093 | ||||||||||||||
Weighted average period | 6 months | ||||||||||||||
Restricted Stock Units [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Stock–based compensation related to restricted stock (in Dollars) | $ 3,074,043 | $ 1,003,255 | |||||||||||||
Related to restricted share arrangements (in Dollars) | $ 3,559,537 | ||||||||||||||
Weighted average period | 1 year 3 months 18 days | ||||||||||||||
Equity Distribution Agreement [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Aggregate offering price (in Dollars) | $ 50,000,000 | ||||||||||||||
Sale of shares | 1,700,000 | ||||||||||||||
Net proceeds (in Dollars) | $ 3,500,000 | ||||||||||||||
Remaining availability of equity distribution (in Dollars) | $ 46,500,000 | ||||||||||||||
Director [Member] | Restricted Stock Units [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Restricted stock shares | 1,734,197 | ||||||||||||||
Director [Member] | Restricted Stock Units [Member] | Employees [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Restricted stock shares | 1,676,447 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 15,200 | ||||||||||||||
Relative rights, percentage | 7.00% | ||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 15,200 | 15,200 | 0 | ||||||||||||
Preferred stock, shares outstanding | 15,200 | 15,200 | 0 | ||||||||||||
Convertible preferred stock, percentage | 7.00% | ||||||||||||||
Minimum [Member] | Restricted Stock Units [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Issuance of restricted stock units per share (in Dollars per share) | $ 1.98 | $ 1.98 | $ 1.3 | ||||||||||||
Maximum [Member] | Restricted Stock Units [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Issuance of restricted stock units per share (in Dollars per share) | $ 5.29 | $ 5.29 | $ 4.67 | ||||||||||||
2020 Omnibus Incentive Plan [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Common stock authorized for issuance shares | 1,812,727 | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||
Shares issued | 5,812,727 | ||||||||||||||
Shares remained available for issuance | 2,500,347 | 2,500,347 | |||||||||||||
February 2021 Public Offering and Over-allotment [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Shares issued | 12,244,897 | ||||||||||||||
Price per share (in Dollars per share) | $ 2.45 | $ 2.45 | |||||||||||||
Additional shares of common stock | 1,836,734 | ||||||||||||||
Outstanding common stock, percentage | 5.00% | ||||||||||||||
Authorized Capital [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 52,800 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of restricted common stock - Restricted Common Stock [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Stockholders' Equity (Details) - Schedule of restricted common stock [Line Items] | |
Number of shares, Non-vested, Beginning balance | shares | 477,286 |
Weighted average grant date fair value, Non-vested, Beginning balance | $ / shares | $ 9.3 |
Number of shares, Granted | shares | 66,451 |
Weighted average grant date fair value, Granted | $ / shares | $ 3.98 |
Number of shares, Vested | shares | (305,094) |
Weighted average grant date fair value, Vested | $ / shares | $ 8.41 |
Number of shares, Non-vested, Ending balance | shares | 238,643 |
Weighted average grant date fair value, Non-vested, Ending balance | $ / shares | $ 9.31 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of restricted stock units - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Stockholders' Equity (Details) - Schedule of restricted stock units [Line Items] | |
Number of shares, Non-vested, Beginning balance | shares | 1,499,933 |
Weighted average grant date fair value, Non-vested, Beginning balance | $ / shares | $ 2.49 |
Number of shares, Granted | shares | 1,734,197 |
Weighted average grant date fair value, Granted | $ / shares | $ 2 |
Number of shares, Vested | shares | (1,000,477) |
Weighted average grant date fair value, vested | $ / shares | $ 2.04 |
Number of shares, Forfeited | shares | (26,316) |
Weighted average grant date fair value, Forfeited | $ / shares | $ 1.98 |
Number of shares, Non-vested, Ending balance | shares | 2,207,337 |
Weighted average grant date fair value, Non-vested, Ending balance | $ / shares | $ 2.34 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of warrant activity - Warrant Activity [Member] | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Shares Outstanding, Beginning balance | shares | 55,303,832 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 5.92 |
Weighted Average Contractual Life (years), Beginning balance | 4 years 8 months 23 days |
Number of shares Outstanding, Granted | shares | 2,483,660 |
Weighted Average Exercise Price, Granted | $ / shares | $ 6.9 |
Number of Shares, Exercised | shares | (16,775,143) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 1.4 |
Number of shares Outstanding, Ending balance | shares | 41,012,349 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 7.82 |
Weighted Average Contractual Life (years), Ending balance | 3 years 7 months 2 days |
Intrinsic Value, Ending balance | $ | $ 1,655,659 |
Number of shares, Exercisable | shares | 41,012,349 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 7.82 |
Weighted Average Contractual Life (years), Exercisable | 3 years 7 months 2 days |
Intrinsic Value, Exercisable | $ | $ 1,655,659 |
Sponsorship Revenue and Assoc_3
Sponsorship Revenue and Associated Commitments (Details) - USD ($) | Jul. 02, 2020 | Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Amended and restated sponsorship and naming rights agreement description | the Company entered into an Amended and Restated Sponsorship and Naming Rights Agreement (the “Amended Sponsorship Agreement”) among Newco, PFHOF and Johnson Controls, Inc. (“JCI” or “Johnson Controls”), that amended and restated the Sponsorship and Naming Rights Agreement, dated as of November 17, 2016 (the “Original Sponsorship Agreement”). Among other things, the Amended Sponsorship Agreement: (i) reduced the total amount of fees payable to Newco during the term of the Amended Sponsorship Agreement from $135 million to $99 million; (ii) restricted the activation proceeds from rolling over from year to year with a maximum amount of activation proceeds in one agreement year to be $750,000; and (iii) renamed the “Johnson Controls Hall of Fame Village” to “Hall of Fame Village powered by Johnson Controls”. This is a prospective change, which the Company reflected beginning in the third quarter of 2020. | |||
Johnson Controls, Inc. [Member] | ||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Revenue recognized, net | $ 4,497,864 | $ 4,742,111 | ||
First Data Merchant Services LLC [Member] | ||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Revenue recognized, net | 148,575 | 148,982 | ||
Licensing agreement term | 8 years | |||
Constellation NewEnergy, Inc. [Member] | ||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Revenue recognized, net | $ 1,172,724 | $ 1,244,655 | ||
Other Sponsorship Agreements [Member] | Minimum [Member] | ||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Sponsorship agreement term | 1 year | |||
Other Sponsorship Agreements [Member] | Maximum [Member] | ||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Sponsorship agreement term | 5 years |
Sponsorship Revenue and Assoc_4
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement - Johnson Controls, Inc [Member] | Dec. 31, 2021USD ($) |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2022 | $ 4,750,000 |
2023 | 4,750,000 |
2024 | 5,000,000 |
2025 | 5,000,000 |
Thereafter | 46,531,251 |
Total | 66,031,251 |
Unrestricted [Member] | |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2022 | 4,000,000 |
2023 | 4,000,000 |
2024 | 4,250,000 |
2025 | 4,250,000 |
Thereafter | 39,781,251 |
Total | 56,281,251 |
Activation [Member] | |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2022 | 750,000 |
2023 | 750,000 |
2024 | 750,000 |
2025 | 750,000 |
Thereafter | 6,750,000 |
Total | $ 9,750,000 |
Sponsorship Revenue and Assoc_5
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received under the agreement - First Data Merchant Services LLC [Member] | Dec. 31, 2021USD ($) |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received under the agreement [Line Items] | |
2022 | $ 150,000 |
2023 | 150,000 |
2024 | 150,000 |
2025 | 150,000 |
2026 | 150,000 |
Total | $ 750,000 |
Sponsorship Revenue and Assoc_6
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement - Constellation NewEnergy, Inc. [Member] | Dec. 31, 2021USD ($) |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2022 | $ 1,596,000 |
2023 | 1,623,220 |
2024 | 1,423,265 |
2025 | 1,423,265 |
Thereafter | 5,693,057 |
Total | 11,758,807 |
Unrestricted [Member] | |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2022 | 1,396,000 |
2023 | 1,423,220 |
2024 | 1,257,265 |
2025 | 1,257,265 |
Thereafter | 5,029,057 |
Total | 10,362,807 |
Activation [Member] | |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2022 | 200,000 |
2023 | 200,000 |
2024 | 166,000 |
2025 | 166,000 |
Thereafter | 664,000 |
Total | $ 1,396,000 |
Other Commitments (Details)
Other Commitments (Details) - USD ($) | Oct. 09, 2020 | Sep. 01, 2019 | Apr. 30, 2021 | Oct. 22, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 02, 2021 | Feb. 01, 2021 |
Other Commitments (Details) [Line Items] | ||||||||
Rent expenses relating to operating leases | $ 505,935 | $ 418,862 | ||||||
Gross revenue percentage | 2.00% | |||||||
Base management fees and other operating expenses | $ 10,000 | |||||||
Commencement date | Oct. 22, 2024 | |||||||
Incurred management fees | 120,000 | 73,225 | ||||||
Escrow deposit | $ 2,000,000 | |||||||
Monthly installments | $ 103,095 | |||||||
Notes payable constellation | 2 | |||||||
Aggregate services amount | $ 217,000,000 | |||||||
Remaining service amount | $ 199,000,000 | 210,000,000 | ||||||
Minimum [Member] | ||||||||
Other Commitments (Details) [Line Items] | ||||||||
Executive officers terms | 1 year | |||||||
Maximum [Member] | ||||||||
Other Commitments (Details) [Line Items] | ||||||||
Executive officers terms | 3 years | |||||||
SMG Management Agreement [Member] | ||||||||
Other Commitments (Details) [Line Items] | ||||||||
Management fee expense | $ 200,000 | $ 200,000 | $ 200,000 | |||||
Termination payable amount | $ 76,730 |
Other Commitments (Details) - S
Other Commitments (Details) - Schedule of future minimum lease commitments under non-cancellable operating leases - Project and Ground Leases [Member] | Dec. 31, 2021USD ($) |
Other Commitments (Details) - Schedule of future minimum lease commitments under non-cancellable operating leases [Line Items] | |
2022 | $ 321,900 |
2023 | 321,900 |
2024 | 321,900 |
2025 | 321,900 |
2026 | 321,900 |
Thereafter | 40,998,900 |
Total | $ 42,608,400 |
Other Commitments (Details) -_2
Other Commitments (Details) - Schedule of future minimum lease commitments under this lease, excluding leases of the company’s subsidiaries - Lessor Commitments [Member] | Dec. 31, 2021USD ($) |
Other Commitments (Details) - Schedule of future minimum lease commitments under this lease, excluding leases of the company’s subsidiaries [Line Items] | |
2022 | $ 26,965 |
2023 | 163,666 |
2024 | 163,666 |
2025 | 137,833 |
2026 | 132,666 |
Thereafter | 787,117 |
Total | $ 1,411,914 |
Other Commitments (Details) -_3
Other Commitments (Details) - Schedule of other liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of other liabilities [Abstract] | ||
Activation fund reserves | $ 3,537,347 | $ 3,780,343 |
Deferred sponsorship revenue | 203,278 | 530,126 |
Total | $ 3,740,625 | $ 4,310,469 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | Jul. 01, 2020 | Jan. 13, 2020 | Dec. 11, 2018 | Mar. 10, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 03, 2021 |
Related-Party Transactions (Details) [Line Items] | |||||||
Percentage of development costs | 4.00% | ||||||
Costs incurred | $ 0 | $ 1,360,944 | |||||
Related party incurred | 180,000 | $ 120,000 | |||||
Financing from constellation | $ 9,900,000 | ||||||
Membership purchase agreement, description | On March 10, 2016, the Company entered into a license agreement with PFHOF, whereby the Company has the ability to license and use certain intellectual property from PFHOF in exchange for the Company paying a fee based on certain sponsorship revenues and expenses. | ||||||
License agreement, description | the license agreement was amended to change the calculation of the fee to be 20% of eligible sponsorship revenue. The license agreement was further amended in a First Amended and Restated License Agreement, dated September 16, 2019. The license agreement expires on December 31, 2033. | ||||||
Media license agreement, description | the Company entered into an Amended and Restated Media License Agreement that terminates on December 31, 2034. In consideration of a license to use certain intellectual property of PFHOF, the Company agreed to pay PFHOF minimum guaranteed license fees of $1,250,000 each year during the term. After the first five years of the agreement, the minimum guarantee shall increase by 3% on a year-over-year basis. | ||||||
Purchase for parcels of real property | $ 1,750,000 | ||||||
IRG [Member] | |||||||
Related-Party Transactions (Details) [Line Items] | |||||||
Commission | $ 15,000 |
Related-Party Transactions (D_2
Related-Party Transactions (Details) - Schedule of due to affiliates - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | $ 1,818,955 | $ 1,723,556 |
Due to IRG Member [Member] | ||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | 1,041,847 | 1,456,521 |
Due to IRG Affiliate [Member] | ||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | 116,900 | 140,180 |
Due to PFHOF [Member] | ||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | $ 660,208 | $ 126,855 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sponsorship Revenue [Member] | ||
Concentrations (Details) [Line Items] | ||
Number of customer | 2 | 2 |
Sponsorship Revenue [Member] | Customer One [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 75% | 74% |
Sponsorship Revenue [Member] | Customer Two [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 19% | 19% |
Accounts Receivable [Member] | ||
Concentrations (Details) [Line Items] | ||
Number of customer | 1 | 2 |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 88% | 60% |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 40% |
Business Combination (Details)
Business Combination (Details) - USD ($) | Jul. 01, 2020 | Dec. 31, 2021 |
Business Combination (Details) [Line Items] | ||
Common stock shares (in Shares) | 1,801,851 | 1.421333 |
Bridge loan | $ 15,500,000 | |
Principal amount | $ 20,721,293 | |
Conversion price per share (in Dollars per share) | $ 11.5 | |
Cash bonus | $ 200,000 | |
Warrant [Member] | ||
Business Combination (Details) [Line Items] | ||
Common stock shares (in Shares) | 1.421333 | |
Business Combination [Member] | ||
Business Combination (Details) [Line Items] | ||
Additional amount converted | $ 15,000,000 | |
Business combination | $ 34,500,000 | |
Incurred cost | $ 19,137,165 | |
Legal and professional fees | 16,718,978 | |
Restricted stock award | $ 2,218,187 |
Business Combination (Details)
Business Combination (Details) - Schedule of net assets acquired | Dec. 31, 2021USD ($) |
Schedule of net assets acquired [Abstract] | |
Cash | $ 31,034,781 |
Sponsor loan | (500,000) |
Warrant liability | (30,040,000) |
Net assets acquired | $ 494,781 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2020 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance | $ 10,693,798 | $ 2,167,124 | |
Deferred tax liabilities | $ 2,995,870 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of deferred tax assets [Abstract] | ||
U.S. federal tax loss carry–forward | $ 12,785,012 | $ 4,143,828 |
U.S. local tax loss carry–forward | 1,204,422 | 389,717 |
Equity based compensation-RSUs | 1,122,020 | 416,157 |
Property and equipment | (1,251,926) | (1,741,690) |
Prepaid rent | (998,606) | (1,040,888) |
Total deferred tax assets | 12,860,922 | 2,167,124 |
Less: valuation allowance | (12,860,922) | (2,167,124) |
Net deferred tax asset |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net operating loss carry forwards - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of net operating loss carry forwards [Abstract] | ||
U.S. federal net operating loss carry–forwards | $ 60,881,008 | $ 19,732,513 |
U.S. federal net operating loss carry–forwards | Indefinite | Indefinite |
U.S. local net operating loss carry–forwards | $ 60,983,412 | $ 19,732,513 |
U.S. local net operating loss carry–forwards | 2026 years | 2025 years |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of statutory rate to the reported provision for income taxes | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of statutory rate to the reported provision for income taxes [Abstract] | ||
Expected Federal Tax | (21.00%) | (21.00%) |
Local Tax (Net of Federal Benefit) | (2.00%) | (2.00%) |
Business Combination Expenses | (0.30%) | 22.00% |
Non-controlling interest | (0.10%) | |
Paycheck Protection Program Loan Forgiveness | (0.10%) | |
Note Extinguishment | 4.30% | |
Deferred Tax Liabilities Resulting from Business Combination | 13.20% | |
Change in fair value of warrant liabilities | 11.90% | (27.10%) |
Other permanent differences | 1.00% | |
Change in valuation allowance | 11.60% | 9.60% |
Effective rate of income tax |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Contribution expense | $ 178,621 | $ 67,817 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 01, 2022 | Feb. 14, 2022 | Feb. 28, 2021 | Mar. 14, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Events (Details) [Line Items] | ||||||
Common stock, par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock percentage | 7.00% | |||||
Exercise price (in Dollars per share) | $ 1.4 | |||||
Sale of shares | 1,700,000 | |||||
Net proceeds (in Dollars) | $ 34,500,000 | $ 46,500,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Purchased loan (in Dollars) | $ 7,400,000 | |||||
Common stock, par value per share (in Dollars per share) | $ 0.0001 | |||||
Conversion price (in Dollars per share) | $ 1.5 | |||||
Description of subsequent events | Of such 12% per annum interest: (i) 8% per annum shall be payable monthly and (ii) 4% per annum shall accumulate and be payable on the maturity date. | |||||
Number of shares issued | 330,000 | |||||
IRG Note [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Conversion price (in Dollars per share) | $ 1.5 | |||||
JKP Note and LLC [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Number of shares issued | 125,000 | |||||
JKP Capital Loan [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Conversion price (in Dollars per share) | $ 1.09 | |||||
Maturity date | Mar. 1, 2022 | |||||
JKP Capital Loan and LLC [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Number of shares issued | 280,000 | |||||
Letter Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Number of shares issued | 125,000 | |||||
Loan amount (in Dollars) | $ 4,000,000 | |||||
MKG DoubleTree Loan [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Description of subsequent events | On March 1, 2022, HOF Village Hotel II, LLC, a subsidiary of the Company, entered into an Amendment to the MKG DoubleTree Loan with Stuart Lichter, as guarantor, and ErieBank, which extended the maturity to September 13, 2023. | |||||
Employment Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Description of subsequent events | the Company and its subsidiary HOF Village Newco, LLC entered into an employment agreement with Mr. Benjamin Lee, effective March 21, 2022. Under the terms of the employment agreement, Mr. Lee serves as the Chief Financial Officer of the Company. The employment agreement terminates on the third anniversary of the effective date, unless earlier terminated; however, the term will automatically renew for successive 12-month periods unless either party provides 90 days’ written notice of non-renewal. Under the terms of the Employment Agreement, Mr. Lee will receive an annual base salary of $350,000, subject to periodic review and increase. Additionally, Mr. Lee is eligible to receive an annual bonus targeted at 40% of his annual base salary based on the Company’s achievement of commercially-reasonable key performance indicators determined by the Company. | |||||
IRG Note [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Maturity date | Mar. 31, 2024 | |||||
LLC Note [Member] | IRG Note [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Number of shares issued | 125,000 | |||||
JKP Note [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Description of subsequent events | The Amended Assigned JKP Note extended the maturity to March 31, 2024. Under the Amended Assigned JKP Note, the principal and accrued interest are convertible into shares of Common Stock at a conversion price of $1.09, subject to adjustment. | |||||
Principal amount (in Dollars) | $ 4,273,543 | |||||
Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Sale of shares | 8,984,968 | |||||
Net proceeds (in Dollars) | $ 10,300,000 | |||||
Series E Warrants [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Number of shares issued | 1,000,000 | |||||
Exercise price (in Dollars per share) | $ 1.5 | |||||
Series E Warrants [Member] | IRG Note [Member] | LLC Note [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Number of shares issued | 500,000 | |||||
Series C Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Preferred stock percentage | 7.00% | |||||
Amended and Restated Series C Warrants [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Description of subsequent events | The Amended and Restated Series C Warrants extend the term of the Series C Warrants to March 1, 2027. The exercise price of $1.40 per share doesn’t change, but the amendments subject the exercise price to a weighted-average antidilution adjustment. | |||||
Series F Warrant [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Exercise price (in Dollars per share) | $ 1.09 | |||||
Maturity date | Mar. 1, 2027 | |||||
Series F Warrant [Member] | JKP Note and LLC [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Number of shares issued | 500,000 | |||||
Series F Warrant [Member] | JKP Capital Loan and LLC [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Number of shares issued | 1,000,000 | |||||
Series G Warrant [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Number of shares issued | 125,000 | |||||
CH Capital Lending [Member] | Amended and Restated Series D Warrants Issue [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Description of subsequent events | The Amended and Restated Series D Warrants issued to CH Capital Lending extend the term of such Series D Warrants to March 1, 2027. The exercise price of $6.90 per share doesn’t change, but the amendments subject the exercise price to a weighted-average antidilution adjustment. | |||||
Minimum [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Interest rate | 10.00% | |||||
Maximum [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Interest rate | 12.00% |