S-4 1 fs42019_gpacacqholdings.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on November 12, 2019

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________________________

GPAQ Acquisition Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

 

6770

 

84-3235695

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

780 Fifth Avenue South
Naples, FL 34102
(412) 960-4687

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________________________

James J. Dolan
Chief Executive Officer
780 Fifth Avenue South
Naples, FL 34102
(412) 960
-4687

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________________________

Copies to:

Stephen M. Cohen, Esq.
Lauren W. Taylor, Esq.
Fox Rothschild LLP
2000 Market Street
Philadelphia, PA 19103
Tel: (215) 299
-2000
Fax: (215) 299
-2150

 

HOF Village, LLC
Michael Crawford, CEO
2121 George Halas Drive NW

Canton, OH 44708
Tel: (330) 458-9176

 

J. Steven Patterson, Esq.
John T. O’Connor, Esq.
Candace Moss, Esq.
Hunton Andrews Kurth LLP
2200 Pennsylvania Avenue NW
Washington, DC 20037
Tel: (202) 955-1500
Fax: (202) 778-2201

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company and emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated
filer £

 

Accelerated filer S

 

Non-accelerated £

 

Smaller reporting company £

 

Emerging growth company S

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 7(a)(2)(B) of the Securities Act. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) £

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) £

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

 

Amount to be
Registered

 

Proposed
Maximum
Offering
Price
Per Security

 

Proposed
Maximum
Aggregate
Offering Price

 

Amount of
Registration
Fee

Common stock, par value $0.0001 per share

 

14,178,539(1)

 

$

10.495

 

$

148,803,766.81

(2)

 

$

19,314.73

Common stock, par value $0.0001 per share

 

17,470,990(3)

 

$

 

$

59,187,446.00

(4)

 

$

7,682.53

Common stock, par value $0.0001 per share

 

5,178,421(5)

 

$

10.495

 

$

54,195,980.60

 

 

$

7,034.64

Common stock, par value $0.0001 per share

 

369,430(6)

 

$

10.495

 

$

3,877,167.85

 

 

$

503.26

Common stock, par value $0.0001 per share

 

2,108,984(7)

 

$

10.495

 

$

22,133,787.08

 

 

$

2,872.97

Warrants to purchase common stock

 

17,400,000(8)

 

$

 

$

 

 

 

$

 

Common stock underlying warrants

 

17,400,000(9)

 

$

11.50

 

$

200,100,000.00

(10)  

 

$

25,972.98  

Total

     

 

   

$

488,298,148.33  

 

 

$

63,381.10  

____________

(1)      Relates to common stock, par value $0.0001 per share, of the registrant (“Holdings Common Stock”) issuable upon a series of mergers involving Gordon Pointe Acquisition Corp. (“GPAQ”) as further described herein. The amount of Holdings Common Stock to be registered includes (i) 3,125,000 shares of Holdings Common Stock that are expected to be issued to holders of the Class F common stock of GPAQ, and (ii) 11,053,539 shares of Holdings Common Stock that are expected to be issued to the public stockholders of GPAQ, based on the estimate that 11,053,539 shares of the Class A common stock of GPAQ will be outstanding and held by such stockholders immediately prior to the business combination, and (iii) [17,470,990] shares of Holdings Common Stock that are expected to be issued to the members of HOF Village Newco, LLC (“Newco”) in exchange for their membership interests of Newco.

(2)      Pursuant to Rules 457(c) and 457(f) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying (a) $10.495, which represents the average of the high and low prices of the GPAQ Common Stock on November 8, 2019, by (b) 14,178,539, based on the estimate that 141,178,539 shares of GPAQ Common Stock will be outstanding and held by holders of the Class F common stock and Class A common stock of GPAQ immediately prior to the business combination.

(3)      Relates to 17,470,990 shares of Holdings Common Stock that are expected to be issued to the members of HOF Village Newco, LLC (“Newco”) in exchange for their membership interests of Newco.

(4)      Pursuant to Rule 457(f) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is based on the aggregate book value of the securities of HOF Village, LLC (“HOFV”) as of June 30, 2019.

(5)      Relates to Holdings Common Stock issuable upon conversion of certain outstanding bridge and mezzanine indebtedness of HOFV.

(6)      Relates to Holdings Common Stock issuable upon conversion of loans made by the Sponsor, Gordon Pointe Management, LLC, to GPAQ.

(7)      Relates to Holdings Common Stock issuable upon conversion of certain outstanding fees and expenses pursuant to the Merger Agreement 420,000 to PFHOF, 1,078,984 to The Klein Group, LLC, 610,000 to IRG Canton Village Manager.

(8)      Reflects warrants to purchase 17,400,000 shares of Holdings Common Stock (“Holdings Warrants”) based on the maximum number of public and private warrants of GPAQ that will be converted into Holdings Warrants pursuant to the business combination.

(9)      The maximum number of Holdings Warrants and shares of Holdings Common Stock issuable upon exercise of the Holdings Warrants are being simultaneously registered hereunder.

(10)    Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Holdings Warrants has been allocated to the shares of underlying Holdings Common Stock and those shares of Holdings Common Stock are included in the registration fee. Pursuant to Rules 457(g)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the Holdings Common Stock underlying the Holdings Warrants is calculated based on the $11.50 exercise price of the Holdings Warrants.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER
12, 2019

Gordon Pointe Acquisition Corp.
780 Fifth Avenue South
Naples, FL 34102

To the Stockholders of Gordon Pointe Acquisition Corp.:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Gordon Pointe Acquisition Corp. (“GPAQ,” “we,” “us” or “our”) on [________________], 2019, at [10:00 a.m.], Eastern time, at the offices of Fox Rothschild LLP, at [2000 Market Street, 20th Floor, Philadelphia, Pennsylvania 19103].

At the Special Meeting, our stockholders will be asked to consider and vote on a proposal, which we refer to as the “Business Combination Proposal,” to approve an Agreement and Plan of Merger, dated as of September 16, 2019 (as amended on November 6, 2019, the “Merger Agreement”) pursuant to which (a) GPAQ Acquiror Merger Sub, Inc. (“Acquiror Merger Sub”), a wholly-owned subsidiary of GPAQ Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of GPAQ (“Holdings”), will be merged with and into GPAQ, with GPAQ continuing as the surviving entity and a wholly-owned subsidiary of Holdings, and (b) GPAQ Company Merger Sub, LLC, a wholly-owned subsidiary of Holdings (“Company Merger Sub”), will be merged with and into HOF Village Newco, LLC (“Newco”), a majority-owned subsidiary of HOF Village, LLC (“HOFV”), with Newco continuing as the surviving entity and a wholly-owned subsidiary of Holdings. We refer to such transactions hereafter as the “Business Combination.” In advance of the Business Combination, HOFV will transfer all of its assets, liabilities and obligations to Newco. Upon completion of the Business Combination, current GPAQ stockholders will receive shares of Holdings Common Stock to replace their existing shares of GPAQ Class A common stock and Class F common stock, as applicable (collectively, “GPAQ Common Stock”). The outstanding GPAQ warrants, by their terms, will be cancelled and exchanged for Holdings’ warrants to purchase an equal number of shares of Holdings Common Stock. Holders of Newco’s membership interests as of the Closing (the “Newco Holders”), will receive shares of Holdings Common Stock.

It is anticipated that, upon completion of the Business Combination and if there are no redemptions by GPAQ’s public stockholders, GPAQ’s existing stockholders, including Gordon Pointe Management, LLC (“Sponsor”), will own approximately 33.5% of the outstanding capital stock of Holdings and the Newco Holders will collectively own approximately 66.5% of the outstanding capital stock of Holdings, and if there are redemptions by GPAQ’s public stockholders up to the maximum level permitted by GPAQ’s current amended and restated certificate of incorporation, GPAQ’s remaining stockholders, including the Sponsor, will own approximately 9.1% of the outstanding capital stock of Holdings and the Newco Holders will collectively own approximately 90.9% of the outstanding capital stock of Holdings. These percentages are calculated based on a number of assumptions (as described in the accompanying proxy statement/prospectus). A copy of the Merger Agreement and Amendment No. 1 to the Agreement and Plan of Merger are attached to the accompanying proxy statement/prospectus as Annex A and Annex B, respectively.

In addition to the proposal to approve the Merger Agreement, our stockholders will also be asked to consider and vote upon the following proposals:

•        to approve the Amended and Restated Certificate of Incorporation of Holdings, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, reflecting the following material differences from GPAQ’s current amended and restated certificate of incorporation, which we refer to as the “Charter Amendments Proposal:”

(a)     changing the name of Holdings to “Hall of Fame Resort & Entertainment Company”;

(b)    having a single class of common stock and an authorized 75,000,000 shares of common stock;

 

(c)     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;

(d)    dividing the board of directors of Holdings into three classes with staggered three-year terms;

(e)     prohibiting stockholder actions by written consent; and

(f)     removing various provisions applicable only to special purpose acquisition corporations contained in GPAQ’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).

•        to approve the GPAQ Acquisition Holdings, Inc. 2019 Omnibus Incentive Plan in connection with the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which we refer to as the “Incentive Plan Proposal.”

Our units, Class A common stock and public warrants are currently listed on the Nasdaq Capital Market under the symbols “GPAQU,” “GPAQ” and “GPAQW,” respectively. We have applied to list the Holdings Common Stock and warrants on the Nasdaq Capital Market under the symbols “HOFV” and “HOFVW,” respectively, upon the closing of the Business Combination. Holdings will not have units traded following closing of the Business Combination.

The Board of Directors of GPAQ (the “Board”) has fixed the close of business on [_____________], 2019 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the proposals to be considered at the Special Meeting.

We are providing this proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this proxy statement/prospectus carefully.

You should read the “Risk Factors” section of this proxy statement/prospectus and the other information contained in this proxy statement/prospectus for a discussion of factors you should consider carefully before making an investment decision.

The Board has unanimously approved and adopted the Merger Agreement and unanimously recommends that our stockholders vote “FOR” all of the proposals presented to GPAQ stockholders at the Special Meeting. When you consider the Board’s recommendation of these proposals, you should keep in mind that directors and officers of GPAQ have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of GPAQ’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to GPAQ’s current amended and restated certificate of incorporation, our public stockholders have redemption rights in connection with the Business Combination. Our public stockholders are not required to affirmatively vote for or against the Business Combination to redeem their shares of common stock. This means that public stockholders who hold shares of Class A common stock on or before [_____________], 2019 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Class A common stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. GPAQ public stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption.

By Order of the Board of Directors,

   

 

   

James J. Dolan

   

Chairman and Chief Executive Officer

   

[______________], 2019

   

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [_____________], 2019 and will first be mailed to the stockholders of GPAQ on or about [_____________], 2019.

 

Gordon Pointe Acquisition Corp.
780 Fifth Avenue South
Naples, FL 34102

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF Gordon Pointe Acquisition Corp.

TO BE HELD ON [___________]

TO THE STOCKHOLDERS OF Gordon Pointe Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Gordon Pointe Acquisition Corp. (“GPAQ,” “we,” “us” or “our”) will be held on [________________], 2019, at [10:00 a.m.], Eastern time, at the offices of Fox Rothschild LLP, at [2000 Market Street, 20th Floor, Philadelphia, Pennsylvania 19103]. At the Special Meeting, GPAQ stockholders will be asked to consider and vote upon the following proposals (the “Proposals”).

(1)    The Business Combination Proposal — to consider and vote upon a proposal to approve an Agreement and Plan of Merger, dated as of September 16, 2019 (as amended on November 6, 2019, the “Merger Agreement”) pursuant to which (a) GPAQ Acquiror Merger Sub, Inc. (“Acquiror Merger Sub”), a wholly-owned subsidiary of GPAQ Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of GPAQ (“Holdings”), will be merged with and into GPAQ, with GPAQ continuing as the surviving entity and a wholly-owned subsidiary of Holdings, and (b) GPAQ Company Merger Sub, LLC, a wholly-owned subsidiary of Holdings (“Company Merger Sub”), will be merged with and into HOF Village Newco, LLC (“Newco”), a majority-owned subsidiary of HOF Village, LLC (“HOFV”), with Newco continuing as the surviving entity and a wholly-owned subsidiary of Holdings. We refer to such transactions hereafter as the “Business Combination.” In advance of the Business Combination, HOFV will transfer all of its assets, liabilities and obligations to Newco. Upon completion of the Business Combination, current GPAQ stockholders will receive shares of Holdings Common Stock to replace their existing shares of GPAQ Class A common stock and Class F common stock, as applicable (collectively, “GPAQ Common Stock”). The outstanding GPAQ warrants, by their terms, will be cancelled and exchanged for Holdings’ warrants to purchase an equal number of shares of Holdings Common Stock. Holders of Newco’s membership interests as of the Closing (the “Newco Holders”), will receive shares of Holdings Common Stock.

(2)    The Charter Amendments Proposal — to consider and vote upon a proposal to approve the Amended and Restated Certificate of Incorporation of Holdings, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, reflecting the following material differences from GPAQ’s current amended and restated certificate of incorporation, which we refer to as the “Charter Amendments Proposal:”

(a)     changing the name of Holdings to “Hall of Fame Resort & Entertainment Company”;

(b)    having a single class of common stock and an authorized 75,000,000 shares of common stock;

(c)     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;

(d)    dividing the board of directors of Holdings into three classes with staggered three-year terms;

(e)     prohibiting stockholder actions by written consent; and

(f)     removing various provisions applicable only to special purpose acquisition corporations contained in GPAQ’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).

(3)    The Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the GPAQ Acquisition Holdings, Inc. 2019 Omnibus Incentive Plan.

Only holders of record of GPAQ Common Stock at the close of business on [_____________], 2019 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or

 

postponements of the Special Meeting. A complete list of GPAQ stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at the principal executive offices of GPAQ for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to our current amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of our Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to GPAQ to pay franchise and income taxes) of the GPAQ initial public offering (the “GPAQ IPO”) and such additional amounts as we have deposited into such Trust Account in connection with extensions of time for us to consummate the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $116,433,076 on October 31, 2019, the estimated per share redemption price would have been approximately $10.53 (net of income and franchise taxes). We anticipate the per share redemption price will be approximately $10.59 (net of income and franchise taxes) at the closing of the Business Combination, which is anticipated to occur during the fourth quarter of 2019. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means that public stockholders who hold shares of our Class A common stock on or before [__________], 2019 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Class A common stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of common stock for cash, our public stockholders can demand that GPAQ convert their public shares into cash and tender their shares to GPAQ’s transfer agent. GPAQ public stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption. Holders of our outstanding public warrants do not have redemption rights with respect to such securities in connection with the Business Combination. The holders of shares of our Class F common stock issued prior to our IPO, which we refer to as “founder shares,” have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, Gordon Pointe Management, LLC, which we refer to as our Sponsor, together with our officers and directors and our other stockholders holding founder shares own approximately 22% of our issued and outstanding shares of common stock, including all of our founder shares. The Sponsor, GPAQ’s officers and directors and other holders of founder shares have agreed to vote any shares of our common stock owned by them in favor of the Business Combination Proposal.

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendments Proposal and Incentive Plan Proposal are approved at the Special Meeting. The Board has already unanimously approved the Business Combination and recommends that you vote “FOR” all of the proposals presented at the Special Meeting.

You should read the “Risk Factors” section of this proxy statement/prospectus and the other information contained in this proxy statement/prospectus for a discussion of factors you should consider carefully before making an investment decision.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (412) 960-4687.

 

By Order of the Board of Directors,

   
   

   
   

James J. Dolan

   
   

Chairman and Chief Executive Officer

   

[______________], 2019

       

 

TABLE OF CONTENTS

 

Page

FREQUENTLY USED TERMS

 

1

SUMMARY TERM SHEET

 

3

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

12

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

22

SUMMARY FINANCIAL AND OTHER DATA OF HOFV

 

37

SUMMARY FINANCIAL AND OTHER DATA OF GPAQ

 

38

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

39

Pro Forma Adjustments to the Unaudited Combined Balance Sheet

 

41

PRO FORMA COMBINED STATEMENT OF OPERATIONS SIX MONTHS ENDED
JUNE 30, 2019 (UNAUDITED)

 

43

RISK FACTORS

 

47

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

66

SPECIAL MEETING OF GPAQ STOCKHOLDERS

 

68

THE BUSINESS COMBINATION PROPOSAL

 

73

THE CHARTER AMENDMENTS PROPOSAL

 

90

THE INCENTIVE PLAN PROPOSAL

 

93

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR
STOCKHOLDERS VOTE “FOR” APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

 

100

GPAQ’S MANAGEMENT

 

101

THE BUSINESS OF HOF VILLAGE, LLC

 

104

EXECUTIVE OFFICERS AND DIRECTORS OF HOFV

 

110

EXECUTIVE COMPENSATION OF HOFV

 

113

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

117

EXECUTIVE COMPENSATION FOLLOWING THE BUSINESS COMBINATION

 

120

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GPAQ

 

122

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF HOFV

 

126

DESCRIPTION OF SECURITIES OF GPAQ

 

134

DESCRIPTION OF SECURITIES OF HOLDINGS

 

141

BENEFICIAL OWNERSHIP OF SECURITIES

 

143

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

146

PRICE RANGE AND DIVIDENDS OF SECURITIES

 

151

LEGAL MATTERS

 

152

INDEPENDENT AUDITORS

 

152

TRANSFER AGENT AND REGISTRAR

 

152

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

152

SUBMISSION OF STOCKHOLDER PROPOSALS

 

152

FUTURE STOCKHOLDER PROPOSALS

 

152

WHERE YOU CAN FIND MORE INFORMATION

 

153

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A MERGER AGREEMENT

 

A-1

ANNEX B AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

 

B-1

ANNEX C AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF HOLDINGS

 

C-1

ANNEX D GPAQ ACQUISITION HOLDINGS, INC. 2019 OMNIBUS INCENTIVE PLAN

 

D-1

ANNEX E § 262 Appraisal rights

 

E-1

i

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms the “Company,” “we,” “us,” “our,” and “GPAQ” refer to Gordon Pointe Acquisition Corp.

In this document:

“Acquiror Merger” means the merger whereby Acquiror Merger Sub will be merged with and into GPAQ, with GPAQ continuing as the surviving entity and a wholly-owned subsidiary of Holdings and with security holders of GPAQ receiving substantially equivalent securities of Holdings.

“Acquiror Merger Sub” means GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings.

“Board” means the board of directors of GPAQ.

“Business Combination” means the transactions contemplated by the Merger Agreement, which includes the Acquiror Merger and the Company Merger.

“Class A common stock” means the Class A common stock, par value $0.0001, of GPAQ.

“Class F common stock” means the Class F common stock, par value $0.0001, of GPAQ.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Merger” means the merger whereby Company Merger Sub will be merged with and into Newco, with Newco continuing as the surviving entity and a wholly-owned subsidiary of Holdings, and with the members of Newco receiving shares of common stock of Holdings.

“Company Merger Sub” means GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings.

“DGCL” means the Delaware General Corporation Law.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“founder shares” means 3,125,000 shares of Class F common stock initially purchased by the Sponsor in April 2017.

“GPAQ” means Gordon Pointe Acquisition Corp., a Delaware corporation.

“GPAQ Common Stock” means common stock of GPAQ, par value $0.0001, including the Class A common stock and Class F common stock.

“GPAQ IPO” means GPAQ’s initial public offering.

“HOFV” means HOF Village, LLC, a Delaware limited liability company. In advance of the Business Combination, HOFV will transfer all of its assets, liabilities and obligations to Newco.

“Holdings” means GPAQ Acquisition Holdings, Inc., a Delaware company and wholly-owned subsidiary of GPAQ.

“Holdings Common Stock” means the common stock, par value $0.0001, of Holdings.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of September 16, 2019, as amended on November 6, 2019, by and among (i) GPAQ, (ii) Holdings, (iii) Acquiror Merger Sub, (iv) Company Merger Sub, (v) HOFV, and (vi) Newco.

“Newco” means HOF Village Newco, LLC, a Delaware limited liability company and a majority-owned subsidiary of HOFV. In advance of the Business Combination, HOFV will transfer all of its assets, liabilities and obligations to Newco.

“Newco Holders” means the holders of Newco Units as of immediately prior to the Effective Time.

1

“Newco Units” means the membership units of Newco.

“private placement warrants” means the warrants to purchase 4,900,000 shares of Class A common stock issued to the Sponsor in a private placement simultaneously with the GPAQ IPO.

“Private Placement” means the private placement consummated simultaneously with the GPAQ IPO in which GPAQ issued to the Sponsor the private placement warrants.

“Proposals” means the Business Combination Proposal, the Charter Amendments Proposal and the Incentive Plan Proposal.

“public shares” means Class A common stock underlying the units sold in the GPAQ IPO.

“public units” means units issued in the GPAQ IPO.

“public warrants” means the warrants underlying the units sold in the GPAQ IPO.

“redemption” means the right of the holders of Class A common stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Special Meeting” means the special meeting of the stockholders of GPAQ, to be held on [___________], at [10:00 a.m.], Eastern time, at the offices of Fox Rothschild LLP, at [2000 Market Street, 20th Floor, Philadelphia, Pennsylvania 19103].

“Sponsor” means Gordon Pointe Management, LLC, a Florida limited liability company.

“Trust Account” means the trust account of GPAQ, which holds the net proceeds of the GPAQ IPO and the sale of the placement warrants, plus such additional amounts as GPAQ has deposited into such trust account in connection with extensions of time for GPAQ to consummate an initial business combination, together with interest earned thereon, less amounts released to pay franchise and income tax obligations and up to $100,000 of any remaining interest for dissolution expenses.

“units” means a unit consisting of one share of Class A common stock and one public warrant.

“U.S. GAAP” means accounting principles generally accepted in the United States of America.

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections titled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus,” summarize information contained in this proxy statement/prospectus, but do not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions of terms commonly used throughout this proxy statement/prospectus, including in this Summary Term Sheet, see the section titled “Frequently Used Terms.”

Parties to the Business Combination

GPAQ

GPAQ is a special purpose acquisition company incorporated in April 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with one or more businesses or assets.

GPAQ’s units, Class A common stock and public warrants are currently quoted on the Nasdaq Capital Market under the symbols “GPAQU,” “GPAQ” and “GPAQW,” respectively.

GPAQ’s executive office is located at 780 Fifth Avenue South, Naples, Florida 34102 and its telephone number is (412) 960-4687.

Sponsor

Gordon Pointe Management, LLC, a Florida limited liability company, is the sponsor of GPAQ and, together with GPAQ’s officers and directors and the other holders of founder shares, currently owns approximately 22% of the issued and outstanding shares of common stock of GPAQ.

Holdings

Holdings is a wholly-owned subsidiary of GPAQ and is the owner of all of the issued and outstanding equity interests of Acquiror Merger Sub and Company Merger Sub. Holdings was incorporated under the laws of the State of Delaware on August 29, 2019. Holdings owns no material assets other than the equity interests of Acquiror Merger Sub and Company Merger Sub and it does not operate any business. After the consummation of the Business Combination, Holdings will own all of the equity interests in GPAQ and Newco. Holdings intends to list its common stock and warrants on the Nasdaq Capital Market under the symbols “HOFV” and “HOFVW,” respectively, upon the closing of the Business Combination.

The mailing address of Holdings’ principal executive office is 780 Fifth Avenue South, Naples, Florida 34102. Its telephone number is (412) 960-4687.

HOFV

HOFV is a Delaware limited liability company formed on August 5, 2015, by a subsidiary of National Football Museum, Inc., an Ohio nonprofit corporation doing business as the Pro Football Hall of Fame, and certain affiliates of Industrial Realty Group, LLC, a Nevada limited liability company, to create a mixed-use development located in Canton, Ohio, known as the Johnson Controls Hall of Fame Village. More information on the business of HOFV is described in “The Business of HOFV Village, LLC”.

Newco

Newco is a majority-owned subsidiary of HOFV. Immediately prior to the Business Combination, HOFV will transfer all of its assets, liabilities and obligations to Newco.

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Acquiror Merger Sub

Acquiror Merger Sub is a wholly-owned subsidiary of Holdings formed solely for the purpose of effectuating the merger with GPAQ in which GPAQ will be the surviving entity. Acquiror Merger Sub was incorporated under the laws of the State of Delaware on August 29, 2019. Acquiror Merger Sub owns no material assets and does not operate any business.

The mailing address of Acquiror Merger Sub’s principal executive office is 780 Fifth Avenue South, Naples, Florida 34102. Its telephone number is (412) 960-4687. After the consummation of the Business Combination, it will cease to exist.

Company Merger Sub

Company Merger Sub is a wholly-owned subsidiary of Holdings formed solely for the purpose of effectuating the merger with Newco in which Newco will be the surviving entity. Company Merger Sub was formed under the laws of the State of Delaware on August 29, 2019. Company Merger Sub owns no material assets and does not operate any business.

The mailing address of Company Merger Sub’s principal executive office is 780 Fifth Avenue South, Naples, Florida 34102. Its telephone number is (412) 960-4687. After the consummation of the Business Combination, it will cease to exist.

Consideration to the Newco Holders in the Business Combination

Pursuant to the Merger Agreement, upon the Closing, the membership units of Newco (the “Newco Units”) issued and outstanding immediately prior to the Merger will convert automatically into the right to receive an aggregate number of shares of Holdings Common Stock equal to (i) the Closing Date Company Contributed Capital Amount equal to the aggregate capital contributions of the members of HOFV as set forth in a certificate of HOFV delivered at least five (5) days prior to the Closing Date, multiplied by (ii) the Exchange Ratio of 1.2, divided by (iii) the Per Share Price of $10.00. Assuming the Closing Date Company Contributed Capital Amount is $145,591,580, the aggregate number of shares of Holdings Common Stock that will be issued at the Closing to the Newco Holders in exchange for the Newco Units is 17,470,990.

Ownership Structure

The following diagram illustrates the ownership structure of GPAQ, Holdings, Acquiror Merger Sub, Company Merger Sub, HOFV and Newco prior to the Business Combination and then after the Business Combination.

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Board of Directors Following the Business Combination

Upon consummation of the Business Combination, Holdings’ board of directors (the “Holdings Board”) anticipates having eleven directors, made up of three classes, with the Class A Directors serving for an initial one-year term, the Class B Directors serving for an initial two-year term, and the Class C Directors serving for an initial three-year term. See the section entitled “Management After the Business Combination.”

Accounting Treatment for Business Combination

The Business Combination will be accounted for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting, GPAQ will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of Newco Units expecting to have a majority of the voting power of the post-combination company, Newco’s senior management comprising substantially all of the senior management of the post-combination company, the relative size of Newco compared to GPAQ, and Newco’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which Newco is issuing stock for the net assets of GPAQ. The net assets of GPAQ will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of HOFV.

GPAQ Appraisal Rights

GPAQ stockholders may have appraisal rights in connection with the Business Combination. If Holdings’ securities are not listed on a national securities exchange at the time the Business Combination is consummated, holders of shares of GPAQ Common Stock who do not vote in favor of the Business Combination Proposal and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Business Combination under Section 262 of the DGCL. Holders of public shares electing to exercise redemption rights will not be entitled to appraisal rights. Additionally, appraisal rights are not available to holders of public warrants. For additional information, including the procedures for properly demanding appraisal, see “Summary of the Proxy Statement/Prospectus — GPAQ Appraisal Rights.”

HOFV/Newco Appraisal Rights

Under the Delaware Limited Liability Company Act, no appraisal rights are available for HOFV holders or Newco Holders in connection with the Business Combination. Additionally, neither HOFV holders nor Newco Holders have any contractual appraisal rights in connection with the Business Combination.

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Redemption Rights

Holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with our amended and restated certificate of incorporation. As of October 31, 2019, this would have amounted to approximately $10.53 per share (net of income and franchise taxes). It is anticipated that the per share redemption price will be approximately $10.59 (net of income and franchise taxes) at the closing of the Business Combination, which is anticipated to occur during the fourth quarter of 2019. If a holder exercises its redemption rights, then such holder will be exchanging its shares of GPAQ Common Stock for cash and will no longer own shares of GPAQ Common Stock and will not participate as a future shareholder of Holdings. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means that public stockholders who hold shares of our Class A common stock on or before [___________, 2019] (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Class A common stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of common stock for cash, our public stockholders can demand GPAQ to convert their public shares into cash and tender their shares to GPAQ’s transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of GPAQ Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on GPAQ’s Public Float

GPAQ’s public stockholders currently own approximately 78% of GPAQ’s issued and outstanding capital stock and the Sponsor, GPAQ’s officers and directors and other holders of founder shares currently own approximately 22% of GPAQ’s issued and outstanding capital stock. It is anticipated that, immediately after the Business Combination and if there are no redemptions, GPAQ’s public stockholders will own approximately 28.1% of Holdings’ issued and outstanding capital stock, the Sponsor, GPAQ’s officers and directors and other initial holders of founder shares will own approximately 5.4% of Holdings’ issued and outstanding capital stock and the Newco Holders will collectively own approximately 66.5% of Holdings’ issued and outstanding capital stock. If there are redemptions by GPAQ’s public stockholders up to the maximum level permitted by GPAQ’s current amended and restated certificate of incorporation, GPAQ’s public stockholders will own 1.7% of Holdings’ issued and outstanding capital stock, the Sponsor, GPAQ’s officers and directors and other initial holders of founder shares will own approximately 7.4% of Holdings’ issued and outstanding capital stock and the Newco Holders will collectively own approximately 90.9% of Holdings’ issued and outstanding capital stock. Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). If the actual facts are different than these assumptions (based on redemptions by GPAQ’s public stockholders, changes in assumptions regarding the conversion of certain HOFV indebtedness, changes in the terms of the Business Combination, or otherwise), the percentage ownership interests in Holdings post-Business Combination may be different.

The following table illustrates varying ownership levels of the issued and outstanding capital stock of Holdings, assuming varying levels of redemptions by GPAQ’s public stockholders:

 

Ownership
Percentage
Assuming No
Redemption of
Shares

 

Ownership
Percentage
Assuming
Maximum
Redemption of
Shares

Newco Holders

 

66.5

%

 

90.9

%

Sponsor, officers, directors and other holders of founder shares

 

5.4

%

 

7.4

%

GPAQ’s public stockholders

 

28.1

%

 

1.7

%

The ownership percentages set forth above are based on 39,306,364 shares of Holdings Common Stock assuming no redemption and 28,727,499 shares of Holdings Common Stock assuming maximum redemption based on funds in the Trust Account of approximately $116,433,076 on October 31, 2019 and assumes that the outstanding indebtedness of HOFV will convert into Holdings Common Stock and/or be paid off at the Closing as described in this proxy statement/prospectus and does not take into account (i) the issuance of any shares under the Incentive Plan, or (ii) the issuance

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of any shares upon the exercise of warrants to purchase up to a total of 17,400,000 shares of Holdings Common Stock that will remain outstanding following the Business Combination. See “Unaudited Pro Forma Combined Financial Information” for further information.

Reasons for the Business Combination

GPAQ’s Reasons for the Business Combination

GPAQ was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with one or more businesses or assets. GPAQ sought to do this by utilizing the networks and industry experience of both our Sponsor and our Board to identify, acquire and operate one or more businesses within or outside of the United States, although we were not limited to a particular industry or sector.

In particular, GPAQ’s Board considered the following positive factors, although not weighted or in any order of significance:

•        Exceptional Management with a Proven Track Record:    The Board considered the fact that the post-combination company will be led by HOFV’s Chief Executive Officer, Michael Crawford, who is a former senior executive at The Walt Disney Company/Walt Disney Parks and Resorts and Four Seasons Hotels and Resorts and has a proven track record of operational excellence. Mr. Crawford has led the design, development and operation of Disney multi-use attractions in Orlando, Anaheim, Tokyo, and Shanghai. Mr. Crawford was most recently Global President of Portfolio Management at Four Seasons Hotels and Resorts. He is one of the leading executives in the entertainment, leisure, hospitality and media industry.

•        Leveraging Powerful Brands Across an Integrated Platform:    The Johnson Controls Hall of Fame Village is a multi-use destination attraction and media company leveraging its relationship with The Pro Football Hall of Fame in the birthplace of The National Football League, Canton, Ohio. The Hall of Fame Village is a themed sports, entertainment and media destination which capitalizes on the popularity and fandom associated with NFL football and the legends of the game, enabling the region’s and nation’s fans to be immersed in the first football and sports themed entertainment venue. The components of the integrated platform are expected to include Themed Attractions, Hospitality, Live Entertainment, Sponsorships, Youth Sports Programming and Original Media Content.

•        Demonstrated Early Success in Completion of Phase I of Planned Development:    HOFV has already invested approximately $250 million of capital to build Phase I of the Hall of Fame Village, including a 23,000 seat, best-in-class, sports and entertainment stadium, a youth sports complex, the formation of a media company, and the infrastructure to support additional expansion plans. The stadium hosts the Hall of Fame Game (always the first nationally televised NFL game of the season), Hall of Fame Enshrinement for NFL players, PFHOF’s Concert for Legends (which has previously included performances by Aerosmith, Tim McGraw, Maroon 5 and Imagine Dragons), and is intended to become an elite entertainment venue for the region.

•        Significant Upside:    HOFV is pursuing the development of complementary, purpose-built assets that would serve different demographics, including an office, medical and retail center; a central retail promenade; two premium-branded hotels; a convention center/field house; and a technology-enhanced sports-themed indoor waterpark.

•        Significant Market Potential:    Approximately 32 million people live within a 5-hour drive of the Hall of Fame Village and 15 NFL franchises are located within an 8-hour drive.

•        Existing GPAQ Trust Account Funds, if not redeemed, and conversion of debt and expenses could reduce debt on HOFV balance sheet and position it to raise capital more efficiently:    A combination of anticipated proceeds from the GPAQ Trust Account (assuming minimal or no redemptions of GPAQ’s public shares in connection with the Business Combination) and the conversion of certain debt and expenses of HOFV into Holdings Common Stock at the closing of the Mergers are cumulatively expected to substantially reduce Holdings’ debt at closing and allow HOFV to raise additional funds, including debt, at lower costs to fund continued growth of the Company’s operations.

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•        Unanimous Support from Equity Holders:    HOFV’s management and equity holders have committed to convert 100% of their equity into equity of Holdings.

•        Support from Debt Holders and Preferred Equity Holders:    Approximately $144.3 million of HOFV’s outstanding debt and preferred equity is expected to convert into equity of Holdings.

•        Other Alternatives.    The Board’s belief, after a thorough review of other business combination opportunities reasonably available to GPAQ, that the proposed Business Combination represents the best potential business combination for GPAQ based upon the process utilized to evaluate and assess other potential acquisition targets, and the Board’s and management’s belief that such processes had not presented a better alternative.

GPAQ’s Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following risks:

•        Stockholder Vote.    The risk that GPAQ’s stockholders may fail to provide the respective votes necessary to effect the Business Combination.

•        Transaction Execution Risk; Liquidation of the Company:    The risks and costs to GPAQ if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in GPAQ being unable to effect a business combination by the outside extended deadline of January 29, 2020 (assuming all options to extend are exercised) and force GPAQ to liquidate and the warrants to expire and be worthless.

•        Exclusivity.    The fact that the Merger Agreement includes an exclusivity provision that prohibits GPAQ from soliciting other business combination proposals, which restricts GPAQ’s ability to consider other potential business combinations to complete prior to the outside extended deadline of January 29, 2020 (assuming all options to extend are exercised).

•        Development Execution Risk:    The risk of construction time and cost overruns that may prevent HOFV from completing its stated business plans.

•        Uncertainty in predicting the HOFV level of indebtedness at the Closing:    GPAQ is unable to currently predict the amount of redemptions by GPAQ stockholders. Significant redemptions by GPAQ stockholders, absent a PIPE equity investment obtained by the Closing, will leave HOFV with a level of indebtedness at the closing that is impossible to currently predict.

•        Financing Execution Risk:    The risk that the post-combination company may not be able to secure necessary financing to complete HOFV’s development plans.

•        Threat from Competition:    The risk that innovations or advantages from new or current competitors may negatively impact HOFV’s ability to execute against its stated business plan.

•        Changes in Industry Landscape:    The risk that consumer tastes and preferences change more rapidly than HOFV can adapt.

•        Macroeconomic Risks:    The risk that macroeconomic factors may result in decreased attendance or revenue generated from employees.

•        Risk of Improper Valuation; No Third-Party Valuation:    The risk that GPAQ did not obtain a third-party valuation or fairness opinion in connection with the Business Combination and the risk that GPAQ may not have appropriately valued HOFV’s business.

•        Listing Risks:    The risk that Holdings will be unable to meet the listing requirements for the Nasdaq Capital Market, particularly as GPAQ has received notice from Nasdaq that it is not in compliance with the minimum public holder requirements for continued listing.

•        Conflicts of Interest Risks:    The risk of potential conflicts of interests of the Sponsor, GPAQ’s officers and directors and HOFV’s officers and directors in the Business Combination.

•        Additional Risks:    Other risks associated with the business of HOFV, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

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In considering the Business Combination, the Board concluded the risks of proceeding with a transaction and the risks facing HOFV after a transaction could be managed or mitigated and were unlikely to have a material impact on the Business Combination, GPAQ or HOFV. The Board concluded the potentially negative factors or risks associated with the Business Combination were outweighed by the potential benefits of the Business Combination to GPAQ and its stockholders. Accordingly, the Board unanimously determined that the Merger Agreement and the transactions contemplated therein, were advisable, fair to, and in the best interests of GPAQ and its stockholders.

HOFV’s Reasons for the Business Combination

HOFV believes further development and operation of its entertainment and media company will lead to continued growth and that there are numerous opportunities for expansion into diversified business offerings. In the course of reaching its decision to approve the Business Combination, the HOFV board of directors consulted with its senior management, financial advisors and legal counsel, reviewed a significant amount of information, and considered a number of factors, including, among others:

•        Other Alternatives.    It is the belief of HOFV, after review of alternative strategic opportunities from time to time, that the proposed Business Combination represents the best potential transaction for HOFV to create greater value for HOFV’s holders, while providing HOFV’s holders with long-term liquidity by owning stock in a public company.

•        Advantages over a Traditional IPO.    Prior to executing the Merger Agreement, the HOFV board of directors considered the alternative of a traditional initial public offering. The HOFV board of directors considered that the Business Combination provided certain advantages over a traditional IPO. In particular, the HOFV board of directors considered that, based on available information at the time, including with respect to the conditions of the IPO market for companies with HOFV’s characteristics, the Business Combination with GPAQ was likely to provide for a more time- and cost-effective means to access additional capital with less dilution to HOFV’s existing holders.

•        Access to Capital.    HOFV expects that the Business Combination would be a more time- and cost-effective means to access capital than other options considered, including a traditional IPO.

•        Size of Post-Combination Company.    HOFV considered the Business Combination implied equity value of approximately $390 million for HOFV (which assumes that shares of GPAQ trade at approximately $10 per share, no redemptions and that shares of Holdings Common Stock are issued to Newco Holders, debt holders and other HOFV affiliates as described in the section entitled “The Business Combination Proposal — The Merger Agreement — Merger Consideration; Payment of Expenses”), providing HOFV’s holders with the opportunity to go forward with ownership in a public company with a larger market capitalization.

GPAQ Special Meeting

GPAQ is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by its Board for use at the Special Meeting to be held on [____________, 2019], and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about [____________, 2019]. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote shall be cast at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be held at [10:00] a.m. Eastern Time on [____________, 2019], at the offices of Fox Rothschild LLP, at [2000 Market Street, 20th Floor, Philadelphia, Pennsylvania 19103], or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of GPAQ Common Stock as of the close of business on [____________, 2019], which is the Record Date for the Special Meeting. You are entitled to one vote for each share of GPAQ Common Stock that you owned as of the close of business on the

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Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. As of the date of this proxy statement/prospectus, there were 14,178,539 shares of GPAQ Common Stock issued and outstanding, consisting of 11,053,539 shares originally sold as part of units in the IPO and 3,125,000 founder shares held by the Sponsor, officers, directors and other stockholders holding founder shares. GPAQ does not expect to issue any shares of common stock on or before the Record Date.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of GPAQ stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock on the Record Date are represented by stockholders present at the meeting or by proxy.

The approval of the Business Combination Proposal and the Charter Amendments Proposal requires the affirmative vote of a majority of the issued and outstanding GPAQ Common Stock as of the Record Date. Accordingly, an GPAQ stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of GPAQ Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a GPAQ stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a broker non-vote will have no effect on the Incentive Plan Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Incentive Plan Proposal.

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendments Proposal and the Incentive Plan Proposal are approved at the Special Meeting.

It is important for you to note that in the event that the Business Combination Proposal, the Charter Amendments Proposal and the Incentive Plan Proposal do not receive the requisite vote for approval, then we will not consummate the Business Combination. On July 26, 2019, GPAQ held a special meeting of the stockholders of GPAQ at which the stockholders approved, among other things, a proposal to amend GPAQ’s amended and restated certificate of incorporation to extend the deadline to complete a business combination from July 30, 2019 to October 31, 2019, plus an option for GPAQ to further extend such date up to three times, each by an additional 30 days. If we do not consummate the Business Combination and fail to complete an initial business combination by the outside extended date of January 29, 2020 (assuming all options to extend are exercised), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

Recommendation to GPAQ Stockholders

After careful consideration, our Board has unanimously concluded that the Business Combination is in the best interests of GPAQ’s stockholders. Our directors believe that the proposals being presented at the Special Meeting are in the best interests of GPAQ’s stockholders, and they unanimously recommend that GPAQ’s stockholders vote FOR each of the proposals.

Interests of GPAQ’s Directors and Officers in the Business Combination

When you consider the recommendation of our Board in favor of the proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

•        Ownership of 3,125,000 founder shares (purchased for $25,000) and 4,900,000 private placement warrants (purchased for $4.9 million), which would expire and be worthless if a business combination is not consummated by the outside extended termination date of January 29, 2020 (assuming all options to extend are exercised).

•        Our Sponsor has contributed $1,105,353.90 as a loan to GPAQ in connection with the extension of the deadline to complete a business combination to October 31, 2019, and has agreed to contribute to GPAQ as a loan, $0.033 for each public share that was not redeemed for each 30-day period, or portion thereof,

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to further extend the deadline for up to three additional 30-day periods (each such loan, a “Contribution”). On October 29, 2019, our Sponsor made an additional Contribution of $364,766.79 in connection with the extension of the deadline for 30 days to November 30, 2019. Such Contributions will be converted into shares of Holdings Common Stock upon the closing of the Business Combination. Such Contributions may not be repaid if a business combination is not consummated. See the section entitled “The Business Combination Proposal — The Merger Agreement — Payment of Expenses.”

•        Further, in addition to the Contributions that our Sponsor has made and agreed to make to GPAQ in connection with the extension of the deadline to complete our initial business combination, our Sponsor has provided an aggregate of approximately $900,000 in loans to finance transaction costs in connection with a business combination. Such loans will be converted into shares of Holdings Common Stock upon the closing of the Business Combination. Such loans may not be repaid if a business combination is not consummated. See the section entitled “The Business Combination Proposal — The Merger Agreement — Payment of Expenses.”

•        Our Sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (i) $10.10 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

•        James J. Dolan, our Chairman and Chief Executive Officer, will serve as a director of Holdings after the completion of the Business Combination.

•        The continued indemnification of GPAQ’s existing directors and officers and the continuation of GPAQ’s directors’ and officers’ liability insurance after the Business Combination.

These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination.

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and the other documents referred to herein, for a discussion of factors, including the risks to holders of GPAQ Common Stock who do not redeem in connection with the Special Meeting, you should consider carefully before making an investment decision.

Officers and Directors of Holdings

Holdings’ directors and executive officers upon consummation of the Business Combination will be as follows:

Name

 

Age

 

Position

Michael Crawford

 

52

 

Chief Executive Officer, Director

Jason Krom

 

39

 

Chief Financial Officer

James J. Dolan

 

65

 

Director

Michael Klein

 

55

 

Director

C. David Baker

 

66

 

Director

Stuart Lichter

 

70

 

Director

For more information on the new directors and management of Holdings, see “Management After the Business Combination.”

Quotation of Holdings’ Securities

It is anticipated that Holdings Common Stock and public warrants will be traded on the Nasdaq Stock Market under the symbols “HOFV” and “HOFVW,” respectively, following the closing of the Business Combination.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of GPAQ stockholders. The following questions and answers do not include all the information that is important to stockholders of GPAQ. We urge the stockholders of GPAQ to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     GPAQ’s stockholders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement, among other proposals. GPAQ has entered into the Merger Agreement as a result of which (a) Acquiror Merger Sub will be merged with and into GPAQ, with GPAQ continuing as the surviving entity and a wholly-owned subsidiary of Holdings, and (b) Company Merger Sub will be merged with and into Newco, a majority-owned subsidiary of HOFV, with Newco continuing as the surviving entity and a wholly-owned subsidiary of Holdings. We refer to such transactions hereafter as the “Business Combination.” In advance of the Business Combination, HOFV will transfer all of its assets, liabilities and obligations to Newco. Upon completion of the Business Combination, current GPAQ stockholders will receive shares of Holdings Common Stock to replace their existing shares of GPAQ Common Stock. The outstanding GPAQ warrants, by their terms, will be cancelled and exchanged for Holdings’ warrants to purchase an equal number of shares of Holdings Common Stock. Holders as of the Closing of Newco’s membership interests will receive shares of Holdings Common Stock.

A copy of the Merger Agreement and Amendment No. 1 to the Agreement and Plan of Merger are attached to the accompanying proxy statement/prospectus as Annex A and Annex B, respectively. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read them carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus, its annexes and the other documents referred to herein.

Q:     What is being voted on at the Special Meeting?

A:     Our stockholders are being asked to vote on the following proposals:

1.      To approve and adopt the Business Combination and the other transactions contemplated by the Merger Agreement.

2.      To approve and adopt the Amended and Restated Certificate of Incorporation of Holdings to reflect the following material differences from GPAQ’s current amended and restated certificate of incorporation:

(a)     changing the name of Holdings to “Hall of Fame Resort & Entertainment Company”;

(b)    having a single class of common stock and an authorized 75,000,000 shares of common stock;

(c)     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;

(d)    dividing the board of directors of Holdings into three classes with staggered three-year terms;

(e)     prohibiting stockholder actions by written consent; and

(f)     removing various provisions applicable only to special purpose acquisition corporations contained in GPAQ’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).

3.      To approve and adopt the GPAQ Acquisition Holdings, Inc. 2019 Omnibus Incentive Plan.

Q:     Are the proposals conditioned on one another?

A:     Unless the Business Combination Proposal is approved, the Charter Amendments Proposal and the Incentive Plan Proposal will not be presented to the stockholders of GPAQ at the Special Meeting. It is important for you

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to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. On July 26, 2019, GPAQ held a special meeting of the stockholders of GPAQ at which the stockholders approved, among other things, a proposal to amend GPAQ’s amended and restated certificate of incorporation to extend the deadline to complete a business combination from July 30, 2019 to October 31, 2019, plus an option for GPAQ to further extend such date up to three times, each by an additional 30 days. On October 29, 2019, the Sponsor elected to continue to extend the deadline for an additional 30-day period to November 30, 2019. If GPAQ does not consummate the Business Combination and fails to complete an initial business combination by the outside extended date of January 29, 2020 (assuming all options to extend are exercised), GPAQ will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such Trust Account to the public stockholders.

Q:     What will happen in the Business Combination?

A:     At the closing of the Business Combination, (a) Acquiror Merger Sub will be merged with and into GPAQ, with GPAQ continuing as the surviving entity and a wholly-owned subsidiary of Holdings, and (b) Company Merger Sub will be merged with and into Newco, a majority-owned subsidiary of HOFV, with Newco continuing as the surviving entity and a wholly-owned subsidiary of Holdings. In advance of the Business Combination, HOFV will transfer all of its assets, liabilities and obligations to Newco. Upon completion of the Business Combination, current GPAQ stockholders will receive shares of Holdings Common Stock to replace their existing shares of GPAQ Common Stock. The outstanding GPAQ warrants, by their terms, will be cancelled and exchanged for Holdings’ warrants to purchase an equal number of shares of Holdings Common Stock. Holders as of the Closing of Newco’s membership interests will receive shares of Holdings Common Stock. GPAQ units will cease trading upon consummation of the Business Combination. In connection with the Business Combination, the cash held in the Trust Account will be used to pay GPAQ stockholders who properly exercise their redemption rights, to repay certain existing debt of HOFV, to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes.

Q:     What equity stake will current stockholders of GPAQ and the Newco Holders hold in Holdings after the Closing?

A:     It is anticipated that, upon completion of the Business Combination and if there are no redemptions, GPAQ’s existing stockholders, including its sponsor Gordon Pointe Management, LLC (“Sponsor”), will own approximately 33.5% of the outstanding capital stock of Holdings and the Newco Holders will collectively own approximately 66.5% of the outstanding capital stock of Holdings, and if there are redemptions by GPAQ’s public stockholders up to the maximum level permitted by GPAQ’s current amended and restated certificate of incorporation, GPAQ’s remaining stockholders, including the Sponsor, will own approximately 9.1% of the outstanding capital stock of Holdings and the Newco Holders will collectively own approximately 90.9% of the outstanding capital stock of Holdings. These percentages are calculated based on a number of assumptions (as described in the accompanying proxy statement/prospectus). If the actual facts are different than these assumptions (which they are likely to be), the percentage ownerships in Holdings will be different. See “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on GPAQ’s Public Float” and “Unaudited Pro Forma Combined Financial Information” for further information.”

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Merger Agreement, including that the GPAQ stockholders have approved and adopted the Merger Agreement and the Incentive Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

Q:     Why is GPAQ providing stockholders with the opportunity to vote on the Business Combination?

A:     Under the DGCL and GPAQ’s current amended and restated certificate of incorporation, GPAQ must provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of GPAQ’s initial business combination in conjunction with a stockholder vote. Therefore, GPAQ is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination. It is also a condition in the Merger Agreement.

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Q:     How many votes do I have at the Special Meeting?

A:     GPAQ stockholders are entitled to one vote at the Special Meeting for each share of GPAQ Common Stock held of record as of [_____________, 2019], the Record Date for the Special Meeting. As of the date of this proxy statement/prospectus, there were 14,178,539 outstanding shares of GPAQ Common Stock. GPAQ does not expect to issue any shares of common stock on or before the Record Date.

Q:     What vote is required to approve the proposals presented at the Special Meeting?

A:     The approval of the Business Combination Proposal and the Charter Amendments Proposal requires the affirmative vote of a majority of the issued and outstanding GPAQ Common Stock as of the Record Date. Accordingly, an GPAQ stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal.

Our Sponsor, officers, directors and other initial holders of founder shares have agreed to vote their shares in favor of the Business Combination Proposal. As a result, we would need only 3,964,270, or approximately 35.86%, of the 11,053,539 public shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

The approval of the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of GPAQ Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a GPAQ stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a broker non-vote will have no effect on the Incentive Plan Proposal.

If the Business Combination Proposal is not approved, the Charter Amendments Proposal and the Incentive Plan Proposal will not be presented to the GPAQ stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendments Proposal and the Incentive Plan Proposal are preconditions to the consummation of the Business Combination.

Q:     May GPAQ, the Sponsor or GPAQ’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:     In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. The Sponsor, directors, officers and advisors and their respective affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of GPAQ shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q:     What constitutes a quorum at the Special Meeting?

A:     A quorum will be present if at least a majority of the outstanding shares of common stock on the Record Date are represented by stockholders present at the Special Meeting or by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Special Meeting. If there is no quorum, the chairman of the meeting may adjourn the Special Meeting to another date. As of the Record Date, 7,089,270 shares of GPAQ Common Stock would be required to achieve a quorum assuming GPAQ has 14,178,539 shares of common stock issued and outstanding.

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Q:     How will the Sponsor, directors and officers vote?

A:     Our Sponsor, officers, directors and other holders of founder shares currently own 3,125,000 shares of Class A common stock, representing approximately 22% of the issued and outstanding shares of common stock of GPAQ. Our Sponsor, officers, directors and other holders of founder shares have agreed to vote any shares held by them in favor of our Business Combination. As a result, we would need only 3,964,270, or approximately 35.86%, of the 11,053,539 public shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

Q:     What interests do GPAQ’s current officers and directors have in the Business Combination?

A:     The Sponsor, members of GPAQ’s board of directors and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include, among other things:

•        Ownership of 3,125,000 founder shares and 4,900,000 private placement warrants, which would expire and be worthless if a business combination is not consummated by the outside extended termination date of January 29, 2020 (assuming all options to extend are exercised).

•        Our Sponsor has contributed $1,105,353.90 as a loan to GPAQ in connection with the extension of the deadline to complete a business combination to October 31, 2019, and has agreed to contribute to GPAQ as a loan, $0.033 for each public share that was not redeemed for each 30-day period, or portion thereof, to further extend the deadline for up to three additional 30-day periods (each such loan, a “Contribution”). On October 29, 2019, our Sponsor made an additional Contribution of $364,766.79 in connection with the extension of the deadline for 30 days to November 30, 2019. Such Contributions will be converted into shares of Holdings Common Stock upon the closing of the Business Combination. Such Contributions may not be repaid if a business combination is not consummated. See the section entitled “The Business Combination Proposal — The Merger Agreement — Payment of Expenses.”

•        Further, in addition to the Contributions that our Sponsor has made and agreed to make to GPAQ in connection with the extension of the deadline to complete our initial business combination, our Sponsor has provided an aggregate of approximately $900,000 in loans to finance transaction costs in connection with a business combination. Such loans will be converted into shares of Holdings Common Stock upon the closing of the Business Combination. Such loans may not be repaid if a business combination is not consummated. See the section entitled “The Business Combination Proposal — The Merger Agreement — Payment of Expenses.”

•        Our Sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (i) $10.10 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

•        James J. Dolan, our Chairman and Chief Executive Officer, will serve as a director of Holdings after the completion of the Business Combination.

•        The continued indemnification of GPAQ’s existing directors and officers and the continuation of GPAQ’s directors’ and officers’ liability insurance after the Business Combination.

These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination.

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Q:     What happens if I sell my shares of Class A common stock before the Special Meeting?

A:     The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of common stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of Class A common stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

Q:     What happens if the Business Combination Proposal is not approved?

A:     On July 26, 2019, GPAQ held a special meeting of the stockholders of GPAQ at which the stockholders approved, among other things, a proposal to amend GPAQ’s amended and restated certificate of incorporation to extend the deadline to complete a business combination from July 30, 2019 to October 31, 2019, plus an option for GPAQ to further extend such date up to three times, each by an additional 30 days. On October 29, 2019, the Sponsor elected to continue to extend the deadline for an additional 30-day period to November 30, 2019. Accordingly, pursuant to our amended and restated certificate of incorporation, if we do not consummate the Business Combination and fail to complete an initial business combination by the outside extended date of January 29, 2020 (assuming all options to extend are exercised), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

Q:     Do I have redemption rights?

A:     Pursuant to GPAQ’s existing Amended and Restated Certificate of Incorporation, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with GPAQ’s Amended and Restated Certificate of Incorporation. As of October 31, 2019, the estimated per share redemption price would have been approximately $10.53 (net of income and franchise taxes). We anticipate the per share redemption price will be approximately $10.59 (net of income and franchise taxes) at the closing of the Business Combination, which is anticipated to occur during the fourth quarter of 2019. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Class A common stock for cash. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to GPAQ’s transfer agent prior to the Special Meeting. See the question titled “How do I exercise my redemption rights?” below and the section titled “Special Meeting of GPAQ Stockholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you vote your shares of GPAQ Common Stock “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on [_____________, 2019] (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is GPAQ’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, GPAQ does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:     What are the federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section titled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Q:     What are the U.S. federal income tax consequences if I do not exercise my redemption rights and instead participate in the Business Combination?

A:     It is anticipated that the Acquiror Merger, taken together with the other transactions in the Business Combination, will qualify as a transfer of property to a controlled corporation under Section 351(a) of the Code for U.S. federal income tax purposes, and that holders of GPAQ Common Stock generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of their GPAQ Common Stock for Holdings Common Stock. You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the Business Combination to you. See the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.”

Q:     If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:     No. The holders of warrants have no redemption rights with respect to warrants in connection with the Business Combination.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     GPAQ stockholders may have appraisal rights in connection with the Business Combination. If Holdings’ securities are not listed on a national securities exchange at the time the Business Combination is consummated, holders of GPAQ Common Stock who do not vote in favor of the Business Combination Proposal and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Business Combination under Section 262 of the DGCL. Holders of public shares electing to exercise redemption rights will not be entitled to appraisal rights. Additionally, appraisal rights are not available to holders of public warrants. For additional information, including the procedures for properly demanding appraisal, see “Summary of the Proxy Statement/Prospectus — GPAQ Appraisal Rights.”

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to:

•        Pay GPAQ stockholders who properly exercise their redemption rights;

•        Pay off certain existing indebtedness of HOFV;

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•        Pay all fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by the parties to the Merger Agreement in connection with the transactions contemplated by the Business Combination, other than certain fees and other consideration that will be satisfied through payment in shares of Holdings Common Stock, as described in the section entitled “The Business Combination Proposal”;

•        Pay for general corporate purposes including, but not limited to, working capital for operations.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — Merger Agreement” for information regarding the parties’ specific termination rights.

On July 26, 2019, GPAQ held a special meeting of the stockholders of GPAQ at which the stockholders approved, among other things, a proposal to amend GPAQ’s amended and restated certificate of incorporation to extend the deadline to complete a business combination from July 30, 2019 to October 31, 2019, plus an option for GPAQ to further extend such date up to three times, each by an additional 30 days. On October 29, 2019, the Sponsor elected to continue to extend the deadline for an additional 30-day period to November 30, 2019. If, as a result of the termination of the Merger Agreement or otherwise, GPAQ is unable to complete the Business Combination or another initial business combination transaction by the outside extended date of January 29, 2020 (assuming all options to extend are exercised), GPAQ’s amended and restated certificate of incorporation provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest that may be used by us to pay our franchise and income taxes payable and up to $100,000 of any remaining interest for dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of founder shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to GPAQ’s outstanding warrants. Accordingly, the warrants will expire and be worthless.

Q:     When is the Business Combination expected to be completed?

A:     The closing is expected to take place in the fourth quarter of 2019 promptly following the Special Meeting to be held on [_______________, 2019]; provided that all the conditions to the consummation of the Business Combination have been satisfied or waived. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

Q:     What will GPAQ stockholders receive in the Business Combination?

A:     Upon completion of the Business Combination, each share of GPAQ Common Stock will be exchanged for one share of Holdings Common Stock, par value $0.0001 per share.

Q:     What will GPAQ warrant holders receive in the Business Combination?

A:     Upon completion of the Business Combination, all of the warrants to purchase GPAQ Common Stock will be cancelled and exchanged for Holdings Warrants to purchase an equal number of shares of Holdings Common Stock on the same terms and conditions as the original warrants.

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Q:     If I am a GPAQ warrant holder, will my warrants become exercisable for shares of Holdings Common Stock if the Business Combination is consummated?

A:     Yes. Pursuant to the Merger Agreement and the terms of the GPAQ warrants, each GPAQ warrant will be cancelled and exchanged for a Holdings Warrant to purchase shares of Holdings Common Stock. However, in the event that GPAQ does not consummate the business combination by the outside extended date of January 29, 2020 (assuming all options to extend are exercised), GPAQ will be required to liquidate and any GPAQ warrants you own will expire without value.

Q:     If the Business Combination is completed, when can I expect to receive the Holdings Common Stock for my shares of GPAQ Common Stock?

A:     After the consummation of the Business Combination, Holdings’ transfer agent will send instructions to GPAQ security holders regarding the exchange of their GPAQ securities for Holdings securities. GPAQ stockholders who exercise their redemption rights must deliver their stock certificates to GPAQ’s transfer agent (either physically or electronically) at least two (2) business days prior to the vote at the Special Meeting.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of GPAQ Common Stock on [______________], 2019, the Record Date, you may vote with respect to the Proposals in person at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, GPAQ will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, assuming a quorum is otherwise validly established, a failure to vote your shares will have no effect on the Proposals to be considered at the Special Meeting.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by GPAQ without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting

Q:     If I am not going to attend the Special Meeting in person, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. GPAQ believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to GPAQ’s secretary at the address listed below so that it is received by GPAQ’s secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to GPAQ’s secretary, which must be received by GPAQ’s secretary prior to the Special Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     GPAQ will pay the cost of soliciting proxies for the Special Meeting. GPAQ has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. GPAQ has agreed to pay Morrow Sodali LLC a fee of $22,500, plus disbursements. GPAQ will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. GPAQ will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of GPAQ Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the GPAQ Common Stock and in obtaining voting instructions from those owners. GPAQ’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Gordon Pointe Acquisition Corp.
780 Fifth Avenue South
Naples, FL 34102
Attn: James J. Dolan and Douglas L. Hein
Telephone: (412) 960-4687

You may also contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Tel: (800) 662
-5200
Banks and brokers can call collect at (203) 658
-9400
Email:GPAQ.info@morrowsodali.com

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You may also obtain additional information about GPAQ from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information”.

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to GPAQ’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30
th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Parties to the Business Combination

GPAQ

GPAQ is a special purpose acquisition company incorporated in April 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with one or more businesses or assets.

GPAQ’s units, Class A common stock and public warrants are currently quoted on the Nasdaq Capital Market under the symbols “GPAQU,” “GPAQ” and “GPAQW,” respectively.

GPAQ’s executive office is located at 780 Fifth Avenue South, Naples, Florida 34102 and its telephone number is (412) 960-4687.

Sponsor

Gordon Pointe Management, LLC, a Florida limited liability company, is the sponsor of GPAQ and, together with GPAQ’s officers and directors and other holders of founder shares, currently owns approximately 22% of the issued and outstanding shares of common stock of GPAQ.

Holdings

Holdings is a wholly-owned subsidiary of GPAQ and is the owner of all of the issued and outstanding equity interests of Acquiror Merger Sub and Company Merger Sub. Holdings was incorporated under the laws of the State of Delaware on August 29, 2019. Holdings owns no material assets other than the equity interests of Acquiror Merger Sub and Company Merger Sub and it does not operate any business. After the consummation of the Business Combination, Holdings will own all of the equity interests in GPAQ and Newco. Holdings intends to list its common stock and warrants on the Nasdaq Capital Market under the symbols “HOFV” and “HOFVW,” respectively, upon the closing of the Business Combination.

The mailing address of Holdings’ principal executive office is 780 Fifth Avenue South, Naples, Florida 34102. Its telephone number is (412) 960-4687.

HOFV

HOFV is a Delaware limited liability company formed on August 5, 2015, by a subsidiary of National Football Museum, Inc., an Ohio nonprofit corporation doing business as the Pro Football Hall of Fame and certain affiliates of Industrial Realty Group, LLC, a Nevada limited liability company, to create a mixed-use development located in Canton, Ohio, known as the Johnson Controls Hall of Fame Village.

Newco

Newco is a majority-owned subsidiary of HOFV. Immediately prior to the Business Combination, HOFV will transfer all of its assets, liabilities and obligations to Newco.

Acquiror Merger Sub

Acquiror Merger Sub is a wholly-owned subsidiary of Holdings formed solely for the purpose of effectuating the merger with GPAQ in which GPAQ will be the surviving entity. Acquiror Merger Sub was incorporated under the laws of the State of Delaware on August 29, 2019. Acquiror Merger Sub owns no material assets and does not operate any business.

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The mailing address of Acquiror Merger Sub’s principal executive office is 780 Fifth Avenue South, Naples, Florida 34102. Its telephone number is (412) 960-4687. After the consummation of the Business Combination, it will cease to exist.

Company Merger Sub

Company Merger Sub is a wholly-owned subsidiary of Holdings formed solely for the purpose of effectuating the merger with Newco in which Newco will be the surviving entity. Company Merger Sub was formed under the laws of the State of Delaware on August 29, 2019. Company Merger Sub owns no material assets and does not operate any business.

The mailing address of Company Merger Sub’s principal executive office is 780 Fifth Avenue South, Naples, Florida 34102. Its telephone number is (412) 960-4687. After the consummation of the Business Combination, it will cease to exist.

Consideration to the Newco Holders in the Business Combination

Pursuant to the Merger Agreement, upon the Closing, the membership units of Newco (the “Newco Units”) issued and outstanding immediately prior to the Merger will convert automatically into the right to receive an aggregate number of shares of Holdings Common Stock equal to (i) the Closing Date Company Contributed Capital Amount equal to the aggregate capital contributions of the members of HOFV as set forth in a certificate of HOFV delivered at least five (5) days prior to the Closing Date, multiplied by (ii) the Exchange Ratio of 1.2, divided by (iii) the Per Share Price of $10.00. Assuming the Closing Date Company Contributed Capital Amount is $145,591,580, the aggregate number of shares of Holdings Common Stock that will be issued at the Closing to the Newco Holders in exchange for the Newco Units is 17,470,990.

Ownership Structure

The following diagram illustrates the ownership structure of GPAQ, Holdings, Acquiror Merger Sub, Company Merger Sub, HOFV and Newco prior to the Business Combination and then after the Business Combination.

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Board of Directors Following the Business Combination

Upon consummation of the Business Combination, Holdings’ board of directors (the “Holdings Board”) anticipates having eleven directors, made up of three classes, with the Class A Directors serving for an initial one-year term, the Class B Directors serving for an initial two-year term, and the Class C Directors serving for an initial three-year term. See the section entitled “Management After the Business Combination.”

Accounting Treatment for Business Combination

The Business Combination will be accounted for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting, GPAQ will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of Newco Units expecting to have a majority of the voting power of the post-combination company, Newco’s senior management comprising substantially all of the senior management of the post-combination company, the relative size of Newco compared to GPAQ, and Newco’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which Newco is issuing stock for the net assets of GPAQ. The net assets of GPAQ will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of HOFV.

GPAQ Appraisal Rights

In the event Holdings’ securities are not listed on a national securities exchange at the time the Business Combination is consummated, appraisal rights will be available to all GPAQ stockholders pursuant to Section 262 of the DGCL. Appraisal rights are not available to holders of public warrants. If appraisal rights are available, holders of shares of GPAQ Common Stock who do not vote in favor of the Business Combination Proposal and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Business Combination under Section 262 of the DGCL. If the common stock of Holdings is listed on a national securities exchange at the time the Business Combination is consummated, GPAQ stockholders will not be entitled to assert appraisal rights under Section 262. Holders of public shares electing to exercise redemption rights will not be entitled to appraisal rights.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement/prospectus as Annex E. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights, if any, under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of the shares of common stock of GPAQ as to which appraisal rights are asserted. A person having a beneficial interest in shares of common stock of GPAQ held of record in the

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name of another person, such as a broker, fiduciary, depositary or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights, if available.

In the event that appraisal rights are available, under Section 262, holders of shares of common stock of GPAQ who do not vote in favor of the Business Combination Proposal and who otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with a fair rate of interest, if any, as determined by the court.

Under Section 262, where a merger or consolidation agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. To the extent appraisal rights are available in connection with the Business Combination, this proxy statement/prospectus shall constitute the notice, and the full text of Section 262 is attached to this proxy statement/prospectus as Annex E. In the event appraisal rights are available in connection with the Business Combination, any holder of common stock of GPAQ who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review the following discussion and Annex E carefully because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, GPAQ believes that if a stockholder considers exercising such rights, such stockholder should seek the advice of legal counsel.

Filing Written Demand

If appraisal rights are available in connection with the Business Combination, any holder of common stock of GPAQ wishing to exercise appraisal rights must deliver to GPAQ, before the vote on the Business Combination Proposal at the special meeting, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote in favor of the Business Combination Proposal. A holder of shares of GPAQ Common Stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective time of the Business Combination. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Business Combination Proposal, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Business Combination Proposal or abstain from voting on the Business Combination Proposal. Neither voting against the Business Combination Proposal nor abstaining from voting or failing to vote on the Business Combination Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Business Combination Proposal. The demand must reasonably inform GPAQ of the identity of the holder, as well as the intention of the holder to demand an appraisal of the “fair value” of the shares held by the holder. A stockholder’s failure to make the written demand prior to the taking of the vote on the Business Combination Proposal at the special meeting will constitute a waiver of appraisal rights.

If appraisal rights are available in connection with the Business Combination, only a holder of record of shares of GPAQ Common Stock is entitled to assert appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock of GPAQ should be executed by or on behalf of the holder of record, fully and correctly, as the holder’s name appears on the holder’s stock certificates, should specify the holder’s name and mailing address and the number of shares registered in the holder’s name and must state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Business Combination. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand should be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. If the shares are held in “street name” by a broker, bank or nominee, the broker, bank or nominee may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising the rights with respect to the shares held for other beneficial owners; in such case, however, the written demand should set forth the number of shares as to which appraisal is sought, and where no number of shares is expressly mentioned, the demand will be presumed to cover all shares of common stock of GPAQ held in the name of

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the record owner. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

All written demands for appraisal pursuant to Section 262 should be sent or delivered to Gordon Pointe Acquisition Corp., 780 Fifth Avenue South, Naples, FL 34102, Attn: Secretary.

Any holder of common stock of GPAQ may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to GPAQ as the surviving corporation of the Acquiror Merger (as defined below), a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the Business Combination will require written approval of GPAQ as the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the court, and such approval may be conditioned upon such terms as such court deems just.

Notice by the Surviving Corporation

If appraisal rights are available in connection with the Business Combination, within 10 days after the effective time of the Business Combination, GPAQ, as the surviving corporation, must notify each holder of common stock of GPAQ who has made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the Business Combination Proposal, that the Business Combination has become effective.

Filing a Petition for Appraisal

Within 120 days after the effective time of the Business Combination, but not thereafter, GPAQ, as the surviving corporation of the Acquiror Merger, or any holder of common stock of GPAQ who has so complied with subsections (a) and (b) of Section 262 and is entitled to appraisal rights under Section 262, may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all dissenting holders. GPAQ, as the surviving corporation, is under no obligation to and has no present intention to file a petition, and holders should not assume that GPAQ will file a petition. Accordingly, it is the obligation of the holders of GPAQ Common Stock to initiate all necessary action to perfect their appraisal rights in respect of shares of GPAQ Common Stock within the time prescribed in Section 262.

Within 120 days after the effective time of the Business Combination, any holder of common stock of GPAQ who has complied with the requirements of subsections (a) and (b) of Section 262 for exercise of appraisal rights will be entitled, upon written request, to receive from GPAQ a statement setting forth the aggregate number of shares not voted in favor of the Business Combination Proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after a written request therefor has been received by the surviving corporation or within 10 days after expiration of the period for delivery of demands for appraisal under section 262(d), whichever is later.

If a petition for an appraisal is timely filed by a holder of shares of GPAQ Common Stock and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated within 20 days after such service to file with the court a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded appraisal for their shares and who hold stock represented by certificates to submit their stock certificates to the court for notation thereon of the pendency of the appraisal proceeding, and if any stockholder fails to comply with the direction, the court may dismiss the proceedings as to such stockholder.

Determination of Fair Value

After the Delaware Court of Chancery determines the holders of common stock of GPAQ entitled to appraisal, the court will appraise the “fair value” of their shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value and, if applicable, a fair rate of interest, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware

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discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Business Combination that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the Business Combination if they did not seek appraisal of their shares. Although GPAQ believes that the exchange of GPAQ Common Stock for Holdings Common Stock is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, this consideration. Neither GPAQ nor Holdings anticipates offering more than the applicable shares of common stock of Holdings to any stockholder of GPAQ exercising appraisal rights, and each of GPAQ and Holdings reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock of GPAQ is less than the applicable shares of common stock of Holdings, and that the methods which are generally considered acceptable in the financial community and otherwise admissible in court should be considered in the appraisal proceedings. In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenter’s exclusive remedy. The Delaware Court of Chancery will also determine the amount of interest, if any, to be paid upon the amounts to be received by persons whose shares of common stock of GPAQ have been appraised. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the action (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the court and taxed upon the parties as the court deems equitable under the circumstances. The court may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of common stock of GPAQ under Section 262 fails to perfect, or successfully withdraws or loses, such holder’s right to appraisal, the stockholder’s shares of common stock of GPAQ will be deemed to have been converted at the effective time of the Business Combination into the right to receive the Business Combination consideration in accordance with the terms of the Merger Agreement. A stockholder will fail to perfect, or lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the Business Combination or if the stockholder delivers to the surviving corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the common stock of Holdings in accordance with Section 262.

From and after the effective time of the Business Combination, no dissenting stockholder who has demanded appraisal rights shall have any rights of a stockholder of GPAQ with respect to such holder’s shares for any purpose, except to receive payment of fair value and to receive payment of dividends or other distributions on the holder’s shares of common stock of GPAQ, if any, payable to stockholders of GPAQ of record as of a time prior to the effective time of the Business Combination; provided, however, that such stockholder delivers to the surviving corporation a written withdrawal of its demand for an appraisal, either within 60 days after the effective time of the Business Combination, or thereafter with the written approval of the surviving corporation, then the right of such stockholder to an appraisal will cease and such stockholder will be entitled to receive only the Business Combination consideration in accordance with the terms of the Merger Agreement. Once a petition for appraisal is filed with the Delaware court, however, the appraisal proceeding may not be dismissed as to any stockholder of GPAQ without the approval of the court.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is urged to consult legal counsel before attempting to exercise those rights.

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HOFV/Newco Appraisal Rights

Under the Delaware Limited Liability Company Act, no appraisal rights are available for HOFV holders or Newco Holders in connection with the Business Combination. Additionally, neither HOFV holders nor Newco Holders have any contractual appraisal rights in connection with the Business Combination.

Redemption Rights

Holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Amended and Restated Certificate of Incorporation. As of October 31, 2019, this would have amounted to approximately $10.53 per share (net of income and franchise taxes). It is anticipated that the per share redemption price will be approximately $10.59 (net of income and franchise taxes) at the closing of the Business Combination, which is anticipated to occur during the fourth quarter of 2019. If a holder exercises its redemption rights, then such holder will be exchanging its shares of GPAQ Common Stock for cash and will no longer own shares of GPAQ Common Stock and will not participate as a future shareholder of Holdings. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means that public stockholders who hold shares of our Class A common stock on or before [___________, 2019] (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Class A common stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of common stock for cash, our public stockholders can demand GPAQ to convert their public shares into cash and tender their shares to GPAQ’s transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of GPAQ Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on GPAQ’s Public Float

GPAQ’s public stockholders currently own approximately 78% of GPAQ’s issued and outstanding capital stock and the Sponsor, GPAQ’s officers and directors and other holders of founder shares currently own approximately 22% of GPAQ’s issued and outstanding capital stock. It is anticipated that, immediately after the Business Combination and if there are no redemptions, GPAQ’s public stockholders will own approximately 28.1% of Holdings’ issued and outstanding capital stock, the Sponsor, GPAQ’s officers and directors and other initial holders of founder shares will own approximately 5.4% of Holdings’ issued and outstanding capital stock and the Newco Holders will collectively own approximately 66.5% of Holdings’ issued and outstanding capital stock. If there are redemptions by GPAQ’s public stockholders up to the maximum level permitted by GPAQ’s current amended and restated certificate of incorporation, GPAQ’s public stockholders will own 1.7% of Holdings’ issued and outstanding capital stock, the Sponsor, GPAQ’s officers and directors and other initial holders of founder shares will own approximately 7.4% of Holdings’ issued and outstanding capital stock and the Newco Holders will collectively own approximately 90.9% based on funds in the Trust Account of approximately $116,433,076 on October 31, 2019 of Holdings’ issued and outstanding capital stock. Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). If the actual facts are different than these assumptions (based on redemptions by GPAQ’s public stockholders, changes in assumptions regarding the conversion of certain HOFV indebtedness, changes in the terms of the Business Combination, or otherwise), the percentage ownership interests in Holdings post-Business Combination may be different.

The following table illustrates varying ownership levels of the issued and outstanding capital stock of Holdings, assuming varying levels of redemptions by GPAQ’s public stockholders:

 

Ownership
Percentage
Assuming No
Redemption of
Shares

 

Ownership
Percentage
Assuming
Maximum
Redemption of
Shares

Newco Holders

 

66.5

%

 

90.9

%

Sponsor, officers, directors and other holders of founder shares

 

5.4

%

 

7.4

%

GPAQ’s public stockholders

 

28.1

%

 

1.7

%

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The ownership percentages set forth above are based on 39,306,364 shares of Holdings Common Stock assuming no redemption and 28,727,499 shares of Holdings Common Stock assuming maximum redemption based on funds in the Trust Account of approximately $116,433,076 on October 31, 2019 and assumes that the outstanding indebtedness of HOFV will convert into Holdings Common Stock and/or be paid off at the Closing as described in this proxy statement/prospectus and does not take into account (i) the issuance of any shares under the Incentive Plan, or (ii) the issuance of any shares upon the exercise of warrants to purchase up to a total of 17,400,000 shares of Holdings Common Stock that will remain outstanding following the Business Combination. See “Unaudited Pro Forma Combined Financial Information” for further information.

Reasons for the Business Combination

GPAQ’s Reasons for the Business Combination

GPAQ was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with one or more businesses or assets. GPAQ sought to do this by utilizing the networks and industry experience of both our Sponsor and our Board to identify, acquire and operate one or more businesses within or outside of the United States, although we were not limited to a particular industry or sector.

In particular, GPAQ’s Board considered the following positive factors, although not weighted or in any order of significance:

•        Exceptional Management with a Proven Track Record:    The Board considered the fact that the post-combination company will be led by HOFV’s Chief Executive Officer, Michael Crawford, who is a former senior executive at The Walt Disney Company/Walt Disney Parks and Resorts and Four Seasons Hotels and Resorts and has a proven track record of operational excellence. Mr. Crawford has led the design, development and operation of Disney multi-use attractions in Orlando, Anaheim, Tokyo, and Shanghai. Mr. Crawford was most recently Global President of Portfolio Management at Four Seasons Hotels and Resorts. He is one of the leading executives in the entertainment, leisure, hospitality and media industry.

•        Leveraging Powerful Brands Across an Integrated Platform:    The Johnson Controls Hall of Fame Village is a multi-use destination attraction and media company leveraging its relationship with The Pro Football Hall of Fame in the birthplace of The National Football League, Canton, Ohio. The Hall of Fame Village is a themed sports, entertainment and media destination which capitalizes on the popularity and fandom associated with NFL football and the legends of the game, enabling the region’s and nation’s fans to be immersed in the first football and sports themed entertainment venue. The components of the integrated platform are expected to include Themed Attractions, Hospitality, Live Entertainment, Sponsorships, Youth Sports Programming and Original Media Content.

•        Demonstrated Early Success in Completion of Phase I of Planned Development:    HOFV has already invested approximately $250 million of capital to build Phase I of the Hall of Fame Village, including a 23,000 seat, best-in-class, sports and entertainment stadium, a youth sports complex, the formation of a media company, and the infrastructure to support additional expansion plans. The stadium hosts the Hall of Fame Game (always the first nationally televised NFL game of the season), Hall of Fame Enshrinement for NFL players, PFHOF’s Concert for Legends (which has previously included performances by Aerosmith, Tim McGraw, Maroon 5 and Imagine Dragons), and is intended to become an elite entertainment venue for the region.

•        Significant Upside:    HOFV is pursuing the development of complementary, purpose-built assets that would serve different demographics, including an office, medical and retail center; a central retail promenade; two premium-branded hotels; a convention center/field house; and a technology-enhanced sports-themed indoor waterpark.

•        Significant Market Potential:    Approximately 32 million people live within a 5-hour drive of the Hall of Fame Village and 15 NFL franchises are located within an 8-hour drive.

•        Existing GPAQ Trust Account Funds, if not redeemed, and conversion of debt and expenses could reduce debt on HOFV balance sheet and position it to raise capital more efficiently:    A combination of anticipated proceeds from the GPAQ Trust Account (assuming minimal or no redemptions of GPAQ’s

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public shares in connection with the Business Combination) and the conversion of certain debt and expenses of HOFV into Holdings Common Stock at the closing of the Mergers are cumulatively expected to substantially reduce Holdings’ debt at closing and allow HOFV to raise additional funds, including debt, at lower costs to fund continued growth of the Company’s operations.

•        Unanimous Support from Equity Holders:    HOFV’s management and equity holders have committed to convert 100% of their equity into equity of Holdings.

•        Support from Debt Holders and Preferred Equity Holders:    Approximately $144.3 million of HOFV’s outstanding debt and preferred equity is expected to convert into equity of Holdings.

•        Other Alternatives.    The Board’s belief, after a thorough review of other business combination opportunities reasonably available to GPAQ, that the proposed Business Combination represents the best potential business combination for GPAQ based upon the process utilized to evaluate and assess other potential acquisition targets, and the Board’s and management’s belief that such processes had not presented a better alternative.

GPAQ’s Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following risks:

•        Stockholder Vote.    The risk that GPAQ’s stockholders may fail to provide the respective votes necessary to effect the Business Combination.

•        Transaction Execution Risk; Liquidation of the Company:    The risks and costs to GPAQ if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in GPAQ being unable to effect a business combination by the outside extended deadline of January 29, 2020 (assuming all options to extend are exercised) and force GPAQ to liquidate and the warrants to expire and be worthless.

•        Exclusivity.    The fact that the Merger Agreement includes an exclusivity provision that prohibits GPAQ from soliciting other business combination proposals, which restricts GPAQ’s ability to consider other potential business combinations to complete prior to the outside extended deadline of January 29, 2020 (assuming all options to extend are exercised).

•        Development Execution Risk:    The risk of construction time and cost overruns that may prevent HOFV from completing its stated business plans.

•        Uncertainty in predicting the HOFV level of indebtedness at the Closing:    GPAQ is unable to currently predict the amount of redemptions by GPAQ stockholders. Significant redemptions by GPAQ stockholders, absent a PIPE equity investment obtained by the Closing, will leave HOFV with a level of indebtedness at the closing that is impossible to currently predict.

•        Financing Execution Risk:    The risk that the post-combination company may not be able to secure necessary financing to complete HOFV’s development plans.

•        Threat from Competition:    The risk that innovations or advantages from new or current competitors may negatively impact HOFV’s ability to execute against its stated business plan.

•        Changes in Industry Landscape:    The risk that consumer tastes and preferences change more rapidly than HOFV can adapt.

•        Macroeconomic Risks:    The risk that macroeconomic factors may result in decreased attendance or revenue generated from employees.

•        Risk of Improper Valuation; No Third-Party Valuation:    The risk that GPAQ did not obtain a third-party valuation or fairness opinion in connection with the Business Combination and the risk that GPAQ may not have appropriately valued HOFV’s business.

•        Listing Risks:    The risk that Holdings will be unable to meet the listing requirements for the Nasdaq Capital Market, particularly as GPAQ has received notice from Nasdaq that it is not in compliance with the minimum public holder requirements for continued listing.

30

•        Conflicts of Interest Risks:    The risk of potential conflicts of interests of the Sponsor, GPAQ’s officers and directors and HOFV’s officers and directors in the Business Combination.

•        Additional Risks:    Other risks associated with the business of HOFV, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

In considering the Business Combination, the Board concluded the risks of proceeding with a transaction and the risks facing HOFV after a transaction could be managed or mitigated and were unlikely to have a material impact on the Business Combination, GPAQ or HOFV. The Board concluded the potentially negative factors or risks associated with the Business Combination were outweighed by the potential benefits of the Business Combination to GPAQ and its stockholders. Accordingly, the Board unanimously determined that the Merger Agreement and the transactions contemplated therein, were advisable, fair to, and in the best interests of GPAQ and its stockholders.

HOFV’s Reasons for the Business Combination

HOFV believes further development and operation of its entertainment and media company will lead to continued growth and that there are numerous opportunities for expansion into diversified business offerings. In the course of reaching its decision to approve the Business Combination, the HOFV board of directors consulted with its senior management, financial advisors and legal counsel, reviewed a significant amount of information, and considered a number of factors, including, among others:

•        Other Alternatives.    It is the belief of HOFV, after review of alternative strategic opportunities from time to time, that the proposed Business Combination represents the best potential transaction for HOFV to create greater value for HOFV’s holders, while providing HOFV’s holders with greater long-term by owning stock in a public company.

•        Advantages over a Traditional IPO.    Prior to executing the Merger Agreement, the HOFV board of directors considered the alternative of a traditional initial public offering. The HOFV board of directors considered that the Business Combination provided certain advantages over a traditional IPO. In particular, the HOFV board of directors considered that, based on available information at the time, including with respect to the conditions of the IPO market for companies with HOFV’s characteristics, the Business Combination with GPAQ was likely to provide for a more time- and cost-effective means to access additional capital with less dilution to HOFV’s existing holders.

•        Access to Capital.    HOFV expects that the Business Combination would be a more time- and cost-effective means to access capital than other options considered, including a traditional IPO.

•        Size of Post-Combination Company.    HOFV considered the Business Combination implied equity value of approximately $390 million for HOFV (which assumes that shares of GPAQ trade at approximately $10 per share, no redemptions and that shares of Holdings Common Stock are issued to Newco Holders, debt holders and other HOFV affiliates as described in the section entitled “The Business Combination Proposal — The Merger Agreement — Merger Consideration; Payment of Expenses”), providing HOFV’s holders with the opportunity to go forward with ownership in a public company with a larger market capitalization.

GPAQ Special Meeting

GPAQ is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by its Board for use at the Special Meeting to be held on [____________, 2019], and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about [____________, 2019]. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote shall be cast at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be held at [10:00] a.m. Eastern Time on [____________, 2019], at the offices of Fox Rothschild LLP, at [2000 Market Street, 20th Floor, Philadelphia, Pennsylvania 19103], or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

31

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of GPAQ Common Stock as of the close of business on [____________, 2019], which is the Record Date for the Special Meeting. You are entitled to one vote for each share of GPAQ Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. As of the date of this proxy statement/prospectus, there were 14,178,539 shares of GPAQ Common Stock issued and outstanding, consisting of 11,053,539 shares originally sold as part of units in the IPO and 3,125,000 founder shares that were issued to the Sponsor prior to the IPO. GPAQ does not expect to issue any shares of common stock on or before the Record Date.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of GPAQ stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock on the Record Date are represented by stockholders present at the meeting or by proxy.

The approval of the Business Combination Proposal and the Charter Amendments Proposal requires the affirmative vote of a majority of the issued and outstanding GPAQ Common Stock as of the Record Date. Accordingly, an GPAQ stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of GPAQ Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a GPAQ stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a broker non-vote will have no effect on the Incentive Plan Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Incentive Plan Proposal.

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendments Proposal and the Incentive Plan Proposal are approved at the Special Meeting.

It is important for you to note that in the event that the Business Combination Proposal, the Charter Amendments Proposal and the Incentive Plan Proposal do not receive the requisite vote for approval, then we will not consummate the Business Combination. On July 26, 2019, GPAQ held a special meeting of the stockholders of GPAQ at which the stockholders approved, among other things, a proposal to amend GPAQ’s amended and restated certificate of incorporation to extend the deadline to complete a business combination from July 30, 2019 to October 31, 2019, plus an option for GPAQ to further extend such date up to three times, each by an additional 30 days. On October 29, 2019, the Sponsor elected to continue to extend the deadline for an additional 30-day period to November 30, 2019. If we do not consummate the Business Combination and fail to complete an initial business combination by the outside extended date of January 29, 2020 (assuming all options to extend are exercised), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

The Proposals

The Business Combination Proposal

On September 16, 2019, GPAQ entered into the Merger Agreement with Holdings, Acquiror Merger Sub, Company Merger Sub, HOFV and Newco. The Merger Agreement was amended on November 6, 2019. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement. The Merger Agreement provides for a business combination transaction pursuant to which: (i) Acquiror Merger Sub will be merged with and into GPAQ, with GPAQ continuing as the surviving entity and a wholly-owned subsidiary of Holdings and with security holders of GPAQ receiving substantially equivalent securities of Holdings (the “Acquiror Merger”), and (ii) Company Merger Sub will be merged with and into Newco, with Newco continuing as the surviving entity and a wholly-owned subsidiary of Holdings, and with the members of Newco receiving shares of common stock of Holdings (the “Company Merger”, and together with the Acquiror Merger, the “Mergers”). In advance of the Mergers, HOFV will transfer all of its assets and liabilities to Newco.

32

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time: (a) each issued and outstanding unit of GPAQ, if not already detached, will be detached and the holder thereof shall be deemed to hold one share of GPAQ Common Stock and one GPAQ warrant, (b) each issued and outstanding share of GPAQ Common Stock (including each share of Class F common stock, but excluding any shares held by a GPAQ stockholder that elects to have its shares redeemed pursuant to GPAQ’s organizational documents) will be converted automatically into the right to receive one share of Holdings Common Stock, following which all shares of GPAQ Common Stock shall cease to be outstanding and shall automatically be canceled and shall cease to exist; (c) each issued and outstanding GPAQ warrant (including GPAQ private placement warrants) shall be automatically converted into one Holdings Warrant, following which all GPAQ warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist; and (d) each issued and outstanding membership interest in Newco (the “Newco Units”) will be converted automatically into the right to receive a pro rata portion of the Company Merger Consideration (as defined below).

At the Closing, Holdings’ name will be changed to “Hall of Fame Resort & Entertainment Company.”

Unless waived by the parties to the Merger Agreement, the Closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Consummation of the Merger.

The Merger Agreement may be terminated with the mutual written consent of HOFV and GPAQ. In addition, the Merger Agreement may be terminated, by either GPAQ or HOFV, under certain customary and limited circumstances prior to the Closing. For more information about the termination rights under the Merger Agreement, see the section titled “The Business Combination Proposal — Merger Agreement — Termination.”

In connection with the Business Combination, GPAQ is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of GPAQ’s Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest not previously release to GPAQ to pay franchise and income taxes) of the GPAQ initial public offering (the “GPAQ IPO”) and such additional amounts as we have deposited into such Trust Account in connection with extensions of time for us to consummate the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $116,433,076 on October 31, 2019, the estimated per share redemption price would have been approximately $10.53 (net of income and franchise taxes). We anticipate the per share redemption price will be approximately $10.59 (net of income and franchise taxes) at the closing of the Business Combination, which is anticipated to occur during the fourth quarter of 2019. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means that public stockholders who hold shares of our Class A common stock on or before [__________], 2019 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Class A common stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of common stock for cash, our public stockholders can demand GPAQ to convert their public shares into cash and tender their shares to GPAQ’s transfer agent. GPAQ public stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption. Holders of our outstanding public warrants do not have redemption rights with respect to such securities in connection with the Business Combination. The holders of shares of our Class F common stock issued prior to our IPO, which we refer to as “founder shares,” have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. See the section entitled “Special Meeting of GPAQ Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendments Proposal and the Incentive Plan Proposal are approved at the Special Meeting.

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

33

The Charter Amendments Proposal

In connection with the Business Combination, GPAQ is proposing that its stockholders approve the Amended and Restated Certificate of Incorporation of Holdings reflecting the following material differences from GPAQ’s current amended and restated certificate of incorporation:

(a)     changing the name of Holdings to “Hall of Fame Resort & Entertainment Company”;

(b)    having a single class of common stock and an authorized 75,000,000 shares of common stock;

(c)     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;

(d)    dividing the board of directors of Holdings into three classes with staggered three-year terms;

(e)     prohibiting stockholder actions by written consent; and

(f)     removing various provisions applicable only to special purpose acquisition corporations contained in GPAQ’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).

The Incentive Plan Proposal

GPAQ is proposing that its stockholders approve and adopt the Incentive Plan, which will become effective upon the Closing of the Business Combination and have the following principal features:

•        Types of Awards.    The Incentive Plan provides for the grant of incentive stock options to employees, and the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, and other stock-based awards to employees, officers, directors and consultants of the post-combination company and its affiliates.

•        Stock Subject to the Plan.    Assuming the Incentive Plan Proposal is approved, there will be available for issuance 3% of the issued and outstanding shares of Holdings Common Stock immediately after the Closing under the Incentive Plan. Shares of stock subject to other awards that are forfeited or terminated will be available for future award grants under the Incentive Plan. If a holder pays the exercise price of a stock option by surrendering any previously owned shares of common stock or arranges to have the appropriate number of shares otherwise issuable upon exercise withheld to cover the withholding tax liability associated with the stock option exercise, the shares surrendered by the holder or withheld by Holdings will be available for future award grants under the plan.

A summary of the Incentive Plan is set forth in the “The Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Incentive Plan is attached hereto as Annex D.

Recommendation to GPAQ Stockholders

After careful consideration, our Board has unanimously concluded that the Business Combination is in the best interests of GPAQ’s stockholders. Our directors unanimously believe that the Proposals being presented at the Special Meeting are in the best interests of GPAQ’s stockholders, and they unanimously recommend that GPAQ’s stockholders vote FOR each of the Proposals.

Interests of GPAQ’s Directors and Officers in the Business Combination

When you consider the recommendation of our Board in favor of the proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

•        Ownership of 3,125,000 founder shares and 4,900,000 private placement warrants, which would expire and be worthless if a business combination is not consummated by the outside extended termination date of January 29, 2020 (assuming all options to extend are exercised).

34

•        Our Sponsor has contributed $1,105,353.90 as a loan to GPAQ in connection with the extension of the deadline to complete a business combination to October 31, 2019, and has agreed to contribute to GPAQ as a loan, $0.033 for each public share that was not redeemed for each 30-day period, or portion thereof, to further extend the deadline for up to three additional 30-day periods (each such loan, a “Contribution”). On October 29, 2019, our Sponsor made an additional Contribution of $364,766.79 in connection with the extension of the deadline for 30 days to November 30, 2019. Such Contributions will be converted into shares of Holdings Common Stock upon the closing of the Business Combination. Such Contributions may not be repaid if a business combination is not consummated. See the section entitled “The Business Combination Proposal — The Merger Agreement — Payment of Expenses.”

•        Further, in addition to the Contributions that our Sponsor has made and agreed to make to GPAQ in connection with the extension of the deadline to complete our initial business combination, our Sponsor has provided an aggregate of approximately $900,000 in loans to finance transaction costs in connection with a business combination. Such loans will be converted into shares of Holdings Common Stock upon the closing of the Business Combination. Such loans may not be repaid if a business combination is not consummated. See the section entitled “The Business Combination Proposal — The Merger Agreement — Payment of Expenses.”

•        Our Sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (i) $10.10 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

•        James J. Dolan, our Chairman and Chief Executive Officer, will serve as a director of Holdings after the completion of the Business Combination.

•        The continued indemnification of GPAQ’s existing directors and officers and the continuation of GPAQ’s directors’ and officers’ liability insurance after the Business Combination.

These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination.

Interests of HOFV’s Directors and Officers in the Business Combination

In considering the recommendation of the HOFV board of directors with respect to approving the Mergers, the holders of HOFV’s membership interests should be aware that certain members of the board of directors and executive officers of HOFV have interests in the Mergers that may be different from, or in addition to, your interests as a holder of shares of Holdings. For example, some of HOFV’s directors and executive officers are expected to become directors and/or executive officers of Holdings upon the closing of the Mergers. Specifically, Michael Crawford, Jason Krom and Edward Kiernan, all of whom are currently executive officers of HOFV, are expected to become executive officers of Holdings upon the closing of the Mergers, with Mr. Crawford serving as the Chief Executive Officer, Mr. Krom serving as the Chief Financial Officer, and Mr. Kiernan serving as the Chief Commercial Officer of Holdings. Mr. Crawford also is expected to be designated to serve on the board of directors of Holdings following the closings of the Mergers. Additionally, David Baker, Michael Klein and Stuart Lichter, all of whom are current directors of HOFV, are expected to be designated to serve on the board of directors of Holdings following the closing of the Mergers. Nothing herein is intended to imply that any of the interests of HOFV’s directors and executive officers described above present a conflict of interest for such directors and executive officers in connection with the Mergers.

These interests may influence HOFV’s directors in making their recommendation that the holders of HOFV’s membership interests vote in favor of the Business Combination.

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Newco’s Approval of the Business Combination

The adoption of the Merger Agreement and the approval of the Business Combination and related transactions by the Newco Holders has already been obtained.

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and other documents referred to herein, for a discussion of factors, including the risks to holders of GPAQ Common Stock who do not redeem in connection with the Special Meeting, you should consider carefully before making an investment decision.

Officers and Directors of Holdings

Holdings’ directors and executive officers upon consummation of the Business Combination will be as follows:

Name

 

Age

 

Position

Michael Crawford

 

52

 

Chief Executive Officer, Director

Jason Krom

 

39

 

Chief Financial Officer

James J. Dolan

 

65

 

Director

Michael Klein

 

55

 

Director

C. David Baker

 

66

 

Director

Stuart Lichter

 

70

 

Director

For more information on the new directors and management of Holdings, see “Management After the Business Combination.”

Quotation of Holdings Securities

It is anticipated that Holdings Common Stock and warrants will be listed on the Nasdaq Capital Market under the symbols “HOFV” and “HOFVW,” respectively, following the closing of the Business Combination.

36

SUMMARY FINANCIAL AND OTHER DATA OF HOFV

The following table sets forth selected historical financial information derived from HOFV’s unaudited financial statements as of and for the six months ended June 30, 2019 and 2018 and the audited financial statements as of and for the year ended December 31, 2018 and as of December 31, 2017, each of which is included elsewhere in this proxy statement. Such financial information should be read in conjunction with the audited financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HOFV” and HOFV’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

 

Six Months Ended June 30,

 

Year Ended December 31,

   

2019

 

2018

 

2018

 

2017

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

3,995,541

 

 

$

3,430,427

 

 

$

6,889,148

 

 

$

5,734,630

 

Total operating expenses

 

 

12,012,686

 

 

 

7,720,974

 

 

 

23,933,042

 

 

 

8,901,983

 

Loss from operations

 

 

(8,017,145

)

 

 

(4,290,547

)

 

 

(17,043,894

)

 

 

(3,167,353

)

Total other expense

 

 

(23,648,628

)

 

 

(7,138,762

)

 

 

(16,581,730

)

 

 

(6,627,272

)

Net loss

 

$

(31,665,773

)

 

$

(11,429,309

)

 

$

(33,625,624

)

 

$

(9,794,625

)

Balance Sheet Data:

 

As of June 30,

 

As of December 31,

   

2019

 

2018

 

2017

Assets

 

 

   

 

   

 

 

Cash and restricted cash

 

$

5,849,190

 

$

8,417,950

 

$

2,059,923

Property and equipment, net

 

 

140,397,858

 

 

145,810,591

 

 

156,508,671

Project development costs

 

 

75,999,998

 

 

80,744,934

 

 

43,931,069

Other assets

 

 

1,991,062

 

 

4,307,805

 

 

2,156,014

Total assets

 

$

224,238,108

 

$

239,281,280

 

$

204,655,677

Liabilities and Members’ Equity

 

 

   

 

   

 

 

Notes payable, net

 

$

139,114,740

 

$

130,558,352

 

$

138,636,612

Accounts payable and accrued expenses

 

 

8,145,428

 

 

5,271,070

 

 

33,159,187

Due to affiliates

 

 

13,009,220

 

 

9,874,297

 

 

3,484,791

Other liabilities

 

 

4,781,274

 

 

2,724,342

 

 

972,364

Total liabilities

 

$

165,050,662

 

$

148,428,061

 

$

176,252,954

Members’ equity

 

 

59,187,446

 

 

90,853,219

 

 

28,402,723

Total liabilities and members’ equity

 

$

224,238,108

 

$

239,281,280

 

$

204,655,677

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SUMMARY FINANCIAL AND OTHER DATA OF GPAQ

The following table sets forth selected historical financial information derived from GPAQ’s unaudited financial statements as of and for the six months ended June 30, 2019 and 2018 and the audited financial statements as of and for the year ended December 31, 2018 and as of December 31, 2017 and for the period from April 17, 2017 (inception) through December 31, 2017, each of which is included elsewhere in this proxy statement. Such financial information should be read in conjunction with the audited financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GPAQ” and GPAQ’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

 




Six Months Ended June 30,

 

Year Ended
December 31,
2018

 

April 17, 2017
(inception)
Through
December 31,
2017

   

2019

 

2018

 

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs

 

$

323,167

 

 

$

416,189

 

 

$

780,534

 

 

$

2,416

 

Loss from operations

 

 

(323,167

)

 

 

(416,189

)

 

 

(780,534

)

 

 

(2,416

)

Other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income on marketable securities

 

 

1,504,270

 

 

 

805,942

 

 

 

2,132,976

 

 

 

 

Unrealized gain on marketable securities

 

 

3,217

 

 

 

19,880

 

 

 

13,795

 

 

 

 

Provision for income taxes

 

 

(251,097

)

 

 

(86,023

)

 

 

(284,958

)

 

 

 

Net income

 

$

933,223

 

 

$

323,610

 

 

$

1,081,279

 

 

$

(2,416

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

 

$

(0.04

)

 

$

(0.08

)

 

$

(0.12

)

 

$

(0.00

)

Weighted average shares outstanding,
basic and diluted

 

 

4,057,156

 

 

 

3,867,301

 

 

 

3,953,561

 

 

 

3,125,000

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

53,359

 

 

 

 

 

 

$

89,557

 

 

$

3,193

 

Marketable securities held in Trust Account

 

$

129,140,984

 

 

 

 

 

 

$

128,396,771

 

 

$

 

Total assets

 

$

129,240,593