UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 2020
GORDON POINTE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38363 | 82-1270173 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
780 Fifth Avenue South
Naples, FL 34102
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (412) 960-4687
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one Warrant | GPAQU | Nasdaq Capital Market | ||
| Class A common stock, $0.0001 par value per share | GPAQ | Nasdaq Capital Market | ||
| Warrants to purchase Class A common stock | GPAQW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 30, 2019, the Company held a special meeting of its stockholders (the “Special Meeting”) at which the stockholders voted on the proposals set forth below, each of which is described in greater detail in the Amendment No. 3 to Definitive Proxy Statement on Schedule 14A (File No. 001-38363) filed by the Company with the Securities and Exchange Commission on June 4, 2020.
There were 5,997,592 shares of common stock of the Company issued and outstanding on June 1, 2020, the record date (the “Record Date”) for the Special Meeting. At the Special Meeting, there were 5,835,185 shares voted by proxy or in person, representing approximately 97% of the total shares outstanding as of the Record Date. The final voting results for each matter submitted to a vote of the stockholders of the Company at the Special Meeting are as follows:
Proposal No. 1. The Business Combination Proposal. To approve the Merger Agreement was approved as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,834,185 | 1,000 | 0 | 0 |
The Charter Amendments Proposals. To approve the following material differences from the proposed Amended and Restated Certificate of Incorporation of Holdings and the Company’s current amended and restated certificate of incorporation:
Proposal No. 2. Changing the name of Holdings to “Hall of Fame Resort & Entertainment Company.”
| For | Against | Abstain | Broker Non-Votes | |||
| 5,834,185 | 1,000 | 0 | 0 |
Proposal No. 3. Having a single class of common stock and an authorized 100,000,000 shares of common stock.
| For | Against | Abstain | Broker Non-Votes | |||
| 5,834,094 | 1,091 | 0 | 0 |
Proposal No. 4. Fixing the number of directors of Holdings at eleven, subject to change by resolution adopted by the affirmative vote of at least a majority of the board of directors then in office.
| For | Against | Abstain | Broker Non-Votes | |||
| 5,834,185 | 1,000 | 0 | 0 |
Proposal No. 5. Dividing the board of directors of Holdings into three classes with staggered three-year terms.
| For | Against | Abstain | Broker Non-Votes | |||
| 5,834,185 | 1,000 | 0 | 0 |
Proposal No. 6. Providing that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims.
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| For | Against | Abstain | Broker Non-Votes | |||
| 5,834,185 | 1,000 | 0 | 0 |
Proposal No. 7. Removing various provisions applicable only to special purpose acquisition corporations contained in the Company’s current amended and restated certificate of incorporation (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time).
| For | Against | Abstain | Broker Non-Votes | |||
| 5,834,185 | 1,000 | 0 | 0 |
Proposal No. 8. Conditioned upon the approval of Proposals No. 2 through 7, a proposal to approve the proposed Amended and Restated Certificate of Incorporation of Holdings as a whole, which includes the approval of all other changes in the proposed Amended and Restated Certificate of Incorporation as of the closing of the Business Combination.
| For | Against | Abstain | Broker Non-Votes | |||
| 5,834,185 | 1,000 | 0 | 0 |
Proposal No. 9. The Incentive Plan Proposal. To approve and adopt the GPAQ Acquisition Holdings, Inc. 2020 Omnibus Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||
| 5,834,185 | 1,000 | 0 | 0 |
Item 7.01 Regulation FD Disclosure.
In connection with the Special Meeting, stockholders elected to redeem 852 shares of the Company’s Class A common stock issued in the Company’s initial public offering, par value $0.0001 per share. Following such redemptions, the amount remaining in the trust account will be approximately $31.03 million.
Item 8.01 Other Information.
On June 30, 2020, the Company and HOFV issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release dated June 30, 2020 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GORDON POINTE ACQUISITION CORP. | ||
| By: | /s/ James J. Dolan | |
| Name: James J. Dolan | ||
| Title: Chief Executive Officer | ||
| Dated: July 2, 2020 | ||
3
Exhibit 99.1
Gordon Pointe Acquisition Corp. Shareholders Approve Definitive Merger Agreement with HOF Village, LLC
NEW YORK and NAPLES, Fla., (June 30, 2020) – Gordon Pointe Acquisition Corp. (“GPAQ”) (NASDAQ: GPAQ, GPAQU, GPAQW), a publicly traded special purpose acquisition company, and HOF Village, LLC (“HOF Village” or “the Company”) announced today that GPAQ’s shareholders have voted to approve the merger agreement for a business combination with HOF Village at the GPAQ special shareholders meeting held on June 30, 2020. In excess of 97% of the shares were voted in favor of the transaction. The combined company will create a premier sports, entertainment and media enterprise centered around the Pro Football Hall of Fame in Canton, Ohio. The board of directors of GPAQ had previously approved, and recommended that GPAQ’s shareholders vote in favor of, the proposed business combination transaction. The members of HOF Village, LLC had previously approved the proposed business combination.
The merger is expected to close no later than July 15th, 2020, subject to the satisfaction or waiver of certain closing conditions. In connection with the closing, HOF Village Newco, LLC, a subsidiary of the Company that will hold all of the Company’s operations, will be merged with and into a wholly-owned subsidiary of GPAQ.
For additional information on the proposed transaction, GPAQ has filed with the SEC Amendment No. 3 to Definitive Proxy Statement on June 4, 2020 (the “Merger Proxy Statement”), and GPAQ’s wholly-owned subsidiary, GPAQ Acquisition Holdings, Inc. (“Holdings”) has filed with the SEC Post-Effective Amendment No. 3 to Registration Statement on Form S-4 on June 4, 2020 (the “Registration Statement”). Investors and security holders are advised to read the Registration Statement and the Merger Proxy Statement, and amendments thereto and the definitive proxy statements, which contain important information about the proposed business combination and the parties to it. The Registration Statement and definitive Merger Proxy Statement has been mailed to stockholders of GPAQ as of June 1, 2020. Stockholders will also be able to obtain copies of the Registration Statement and Merger Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Gordon Pointe Acquisition Corp., 780 Fifth Avenue South, Naples, FL 34102.
Maxim Group acted as capital markets advisor to GPAQ and Fox Rothschild LLP served as GPAQ’s legal advisor. Hunton Andrews Kurth LLP served as HOFV’s legal advisor.
About HOF Village, LLC
The Johnson Controls Hall of Fame Village, a development of HOF Village, LLC, is a multi-use sports, entertainment and media destination centered around the Pro Football Hall of Fame's campus in Canton, Ohio. It provides a themed sports, entertainment and media venue to capitalize on the popularity and fandom associated with professional football and its legendary players. HOF Village, LLC was founded by the Pro Football Hall of Fame through its wholly owned, for profit subsidiary Hall of Fame Village, Inc. and Industrial Realty Group, LLC.
About Gordon Pointe Acquisition Corp.
GPAQ is a special purpose acquisition company formed by Mr. James Dolan. GPAQ raised $125 million in its initial public offering in January of 2018. Additional information can be found at www.gordonpointe.com.
About the Pro Football Hall of Fame
Located in Canton, Ohio, the birthplace of the National Football League, the Pro Football Hall of Fame is a 501(c)(3) not-for-profit institution with the Mission to Honor the Heroes of the Game, Preserve its History, Promote its Values, & Celebrate Excellence Everywhere. Hundreds of thousands of fans from across the globe travel to Canton annually to experience “The Most Inspiring Place on Earth!” that chronicles America's most popular sport.
Participants in the Solicitation
GPAQ, Holdings, HOFV, HOF Village Newco, LLC and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of GPAQ stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests in GPAQ's directors and officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 10, 2020, and also in Holdings’ Post-Effective Amendment No. 3 to Registration Statement on Form S-4, as amended, which includes a definitive proxy statement/final prospectus of GPAQ, which became effective on June 2, 2020.
Forward-Looking Statements
Certain statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include timing of the proposed merger; the business plans, objectives, expectations and intentions of the parties once the transaction is complete, and Holding’s, GPAQ’s and HOFV’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities, relating to the acquired business. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections. The following risks and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: the impact of the Coronavirus on GPAQ and HOFV, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transaction contemplated thereby; the inability to complete the transactions contemplated by the Merger Agreement due to the failure to satisfy conditions to closing in the Merger Agreement; the outcome of any legal proceedings that have been, or will be, instituted against GPAQ or other parties to the Merger Agreement following announcement of the Merger Agreement and transactions contemplated therein; the ability of Holdings to meet NASDAQ listing standards following the merger and in connection with the consummation thereof; the failure to obtain the financing arrangements necessary to complete the development of the project; the failure to achieve the assumptions underlying certain of the financial projections included within the investor presentation including, among others, securing the timely financing for, and achieving construction of, the second phase of the project within assumed timeframes and financial budget, and achieving expected attendance and occupancy rates; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the announcement of the Merger Agreement and consummation of the transaction described therein; costs related to the proposed merger and the impact of the substantial indebtedness to be incurred to finance the consummation of the merger; changes in applicable laws or regulations; the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to grow and manage growth profitability, maintain relationships with customers and retain its key employees; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by GPAQ and Holdings.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
For Information, Contact:
HOF Village, LLC Media Inquiries
Anne Graffice, 330-458-9176
Anne.Graffice@hofvillage.com
Or
Phil Denning, (646) 277-1258
Phil.Denning@icrinc.com
HOF Village, LLC or Gordon Pointe Investor Inquiries
Jacques Cornet, (646) 277-1285
Jacques.Cornet@icrinc.com
or
Will Swett, (646) 677-1818
Will.Swett@icrinc.com