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

______________________

SCHEDULE 14A

______________________

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. 2)

Filed by the Registrant S

Filed by a Party other than the Registrant £

Check the appropriate box:

S		Preliminary Proxy Statement
£		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
£		Definitive Proxy Statement
£		Definitive Additional Materials
£		Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

GORDON POINTE ACQUISITION CORP.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

£	No fee required.
£	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

£	Fee paid previously with preliminary materials.
S	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
		$63,381.10; $160.64
	(2)	Form, Schedule or Registration Statement No.:
		Form S-4 Registration Statement File No. 333-234655; Form S-4/A-1 File No. 333-234655
	(3)	Filing Party:
		GPAQ Acquisition Holdings, Inc.
	(4)	Date Filed:
		November 12, 2019; January 23, 2020

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 FEBRUARY [__], 2020

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 [________________], 2020, 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 27.6% of the outstanding capital stock of Holdings and the Newco Holders will collectively own approximately 72.4% 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 8.9% of the outstanding capital stock of Holdings and the Newco Holders will collectively own approximately 91.1% 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). Copies 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 (Proposal No. 1), our stockholders will also be asked to consider and vote upon the following proposals:

• to approve the following (which we refer to collectively as the “Charter Amendments Proposals”):

(a) separate proposals to approve the following material differences from the proposed Amended and Restated Certificate of Incorporation of Holdings, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, and GPAQ’s current amended and restated certificate of incorporation:

(i) changing the name of Holdings to “Hall of Fame Resort & Entertainment Company” (Proposal No. 2);

(ii) having a single class of common stock and an authorized 100,000,000 shares of common stock (Proposal No. 3);

(iii) 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 (Proposal No. 4);

(iv) dividing the board of directors of Holdings into three classes with staggered three-year terms (Proposal No. 5);

(v) providing that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims (Proposal No. 6); and

(vi) 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) (Proposal No. 7).

(b) conditioned upon the approval of Proposals No. 2 through 7, a proposal to approve the proposed Amended and Restated Certificate of Incorporation of Holdings as a whole, which includes the approval of all other changes in the proposed Amended and Restated Certificate of Incorporation as of the closing of the Business Combination (Proposal No. 8);

• to approve the GPAQ Acquisition Holdings, Inc. 2020 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.” (Proposal No. 9)

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 [_________], 2020 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 [___________], 2020 (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.

In connection with GPAQ’s July 26, 2019 stockholder vote to extend the date by which GPAQ must consummate a business combination from July 30, 2019 to October 31, 2019, plus up to three additional 30-day extensions (the “Initial Extension”), public stockholders had the opportunity to redeem all or a portion of their public shares. In connection with the Initial Extension, a total of 1,446,461 public shares were redeemed for a total amount of $14,962,644. Following the completion of such redemptions, GPAQ had 11,053,539 public shares issued and outstanding. GPAQ elected to extend the deadline to consummate a business combination for each of the three additional 30-day extensions to January 29, 2020.

In connection with GPAQ’s January 24, 2020 stockholder vote to further extend the date by which GPAQ must consummate a business combination from January 29, 2020 to February 29, 2020, plus an option for the Company to further extend such date for an additional 30 days (the “Second Extension”), public stockholders had the opportunity to redeem all or a portion of their public shares. In connection with the Second Extension, a total of 3,011,003 public shares were redeemed for a total amount of $31,975,073. Following the completion of such redemptions, GPAQ had 8,042,536 public shares issued and outstanding.

By Order of the Board of Directors,

James J. Dolan
Chairman and Chief Executive Officer
February [__], 2020

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 February [__], 2020 and will first be mailed to the stockholders of GPAQ on or about [_____________], 2020.

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 [___________], 2020

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 [________________], 2020, 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 (Proposal No. 1).

(2) The Charter Amendments Proposals — to consider and vote upon the following (which we refer to collectively as the “Charter Amendments Proposals”):

(i) changing the name of Holdings to “Hall of Fame Resort & Entertainment Company” (Proposal No. 2);

(ii) having a single class of common stock and an authorized 100,000,000 shares of common stock (Proposal No. 3);

(iv) dividing the board of directors of Holdings into three classes with staggered three-year terms (Proposal No. 5);

(b) conditioned upon the approval of Proposals No. 2 through 7, a proposal to approve the proposed Amended and Restated Certificate of Incorporation of Holdings as a whole, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, which includes the approval of all other changes in the proposed Amended and Restated Certificate of Incorporation as of the closing of the Business Combination (Proposal No. 8);

(3) The Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the GPAQ Acquisition Holdings, Inc. 2020 Omnibus Incentive Plan (Proposal No. 9).

Only holders of record of GPAQ Common Stock at the close of business on [_____________], 2020 (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 $85.75 million on January 31, 2020, the estimated per share redemption price would have been approximately $10.66 (net of income and franchise taxes). We anticipate the per share redemption price will be approximately $10.70 (net of income and franchise taxes) at the closing of the Business Combination, which is anticipated to occur during the first quarter of 2020. 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 [__________], 2020 (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 28% 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 Proposals 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.

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
[_________], 2020

TABLE OF CONTENTS

		Page
FREQUENTLY USED TERMS		1
SUMMARY TERM SHEET		3
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		13
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		23
SUMMARY FINANCIAL AND OTHER DATA OF HOFV		39
SUMMARY FINANCIAL AND OTHER DATA OF GPAQ		40
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		41
PRO FORMA ADJUSTMENTS TO THE UNAUDITED COMBINED BALANCE SHEET		43
PRO FORMA COMBINED STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2019 (UNAUDITED)		46
RISK FACTORS		50
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		72
SPECIAL MEETING OF GPAQ STOCKHOLDERS		74
THE BUSINESS COMBINATION PROPOSAL		80
THE CHARTER AMENDMENTS PROPOSALS		100
THE INCENTIVE PLAN PROPOSAL		104
GPAQ’S MANAGEMENT		112
THE BUSINESS OF HOF VILLAGE, LLC		115
EXECUTIVE OFFICERS AND DIRECTORS OF HOFV		122
EXECUTIVE COMPENSATION OF HOFV		125
MANAGEMENT AFTER THE BUSINESS COMBINATION		130
EXECUTIVE COMPENSATION FOLLOWING THE BUSINESS COMBINATION		135
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GPAQ		137
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HOFV		142
DESCRIPTION OF SECURITIES OF GPAQ		151
DESCRIPTION OF SECURITIES OF HOLDINGS		159
BENEFICIAL OWNERSHIP OF SECURITIES		161
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		164
PRICE RANGE AND DIVIDENDS OF SECURITIES		170
LEGAL MATTERS		171
EXPERTS		171
TRANSFER AGENT AND REGISTRAR		171
DELIVERY OF DOCUMENTS TO STOCKHOLDERS		171
SUBMISSION OF STOCKHOLDER PROPOSALS		171
FUTURE STOCKHOLDER PROPOSALS		171
WHERE YOU CAN FIND MORE INFORMATION		172
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. 2020 OMNIBUS INCENTIVE PLAN		D-1
ANNEX E § 262 APPRAISAL RIGHTS		E-1

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.

“Anticipated Future Debt” means, collectively, the Potential Subordinated Notes and the Potential Term Loan.

“Board” means the board of directors of GPAQ.

“Business Combination” means the transactions contemplated by the Merger Agreement, including 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.

“Industrial Realty Group” means Industrial Realty Group, LLC, a Nevada limited liability company.

“IRG November Note” means a subordinated promissory note entered into on February 7, 2020, effective as of November 27, 2019, between HOFV, as borrower, and Industrial Realty Group, as lender, in an amount up to $30,000,000. The interest rate under the IRG November Note is 12% per annum. Such interest is payable in kind until the later to occur of (a) June 1, 2020, or (b) the date on which the Term Loan has been repaid in full. The maturity date of the IRG November Note is the later to occur of (i) three business days after date on which the Term Loan has been repaid in full or (ii) November 1, 2020. As of the date hereof, $20.4 million has been advanced by Industrial Realty Group, of which $3.2 million is expected to be classified as “New ACC Funded Debt”, $2 million is expected to be classified as IRG “preferred equity”, $0.10 million is expected to be classified as “ACC Funded Debt”, and the remainder of $15.1 million is expected to be the balance on the IRG November Note. Any future advances under the IRG November Note require the approval of both HOFV and Industrial Realty Group (each in their sole discretion), except for advances required to prevent a default by HOFV under the Term Loan (which advances Industrial Realty Group may make without HOFV’s consent).

“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.

“Newco Units” means the membership units of Newco.

“PFHOF” means National Football Museum, Inc., an Ohio nonprofit corporation doing business as the Pro Football Hall of Fame.

“Potential Subordinated Notes” means approximately $25,000,000 of unsecured subordinated convertible notes, which have an interest rate of (at the Company’s election at the time the note is issued) either (i) 8% with required interest payments monthly, or (b) 10% payment in kind with full payment due at maturity, none of which notes have been issued as of the date hereof and whose form is currently under negotiation with a potential lead purchaser of such notes and its affiliates.

“Potential Term Loan” means approximately $45,000,000 of senior secured indebtedness that has yet to be disbursed, secured by substantially all of the assets of the Company, pursuant to a term loan agreement that is currently being negotiated with a potential lender, the interest rate for which is 8.5% monthly cash pay and whose maturity date is expected to be 12 months from the date the loan proceeds are advanced following finalization of the applicable loan documents with the potential lender.

“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 Proposals 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 [___________], 2020, 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.

“Term Loan” means the $65 million secured term loan agreement entered into on March 20, 2018 by HOFV with various lenders party thereto and GACP Finance Co., LLC, as administrative agent, as amended.

“Tranche 1 and Tranche 2 Term Loan Lenders” means GACP II, L.P., the tranche 1 lender under the Term Loan, and DemoMode Marketing, LLC, the tranche 2 lender under the Term Loan.

“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.

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 28% 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, 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.

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 $148.6 million, 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 17,832,752.

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.

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.

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. Based on funds in the Trust Account of approximately $85.75 million on January 31, 2020, this would have amounted to approximately $10.66 per share (net of income and franchise taxes). It is anticipated that the per share redemption price will be approximately $10.70 (net of income and franchise taxes) at the closing of the Business Combination (assuming the Sponsor makes an additional aggregate Contribution of approximately $265,403 in connection with the Second Extension for an additional 30 days from February 29, 2020), which is anticipated to occur during the first quarter of 2020. 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 [___________, 2020] (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 72% 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 28% of GPAQ’s issued and outstanding capital stock. It is anticipated that, immediately after the Business Combination and if there are no redemptions, assuming a closing date of March 30, 2020, GPAQ’s public stockholders will own approximately 21.8% of Holdings’ issued and outstanding capital stock, the Sponsor, GPAQ’s officers and directors and other initial holders of founder shares will own approximately 5.8% of Holdings’ issued and outstanding capital stock and the Newco Holders will collectively own approximately 72.4% 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, based on funds in the Trust Account of approximately $85.75 million on January 31, 2020, GPAQ’s public stockholders will own 1.6% of Holdings’ issued and outstanding capital stock, the Sponsor, GPAQ’s officers and directors and other initial holders of founder shares will own approximately 7.3% of Holdings’ issued and outstanding capital stock and the Newco Holders will collectively own approximately 91.1% 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, changes in the “Sponsor Reallocation” as described in the section entitled “The Business Combination Proposal — The Merger Agreement — Merger Consideration”, or otherwise), the percentage ownership interests in Holdings post-Business Combination may be materially 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	72.4	%	91.1	%
Sponsor, officers, directors and other holders of founder shares	5.8	%	7.3	%
GPAQ’s public stockholders	21.8	%	1.6	%

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. The table is for illustrative purposes only as GPAQ does not have, as of the date of this proxy statement/prospectus, a meaningful way of providing any certainty regarding the number of redemptions by GPAQ’s public stockholders that may actually occur. 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 Market Potential & Upside: 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. To serve diversified segments of this market, 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.

• Optimal Alternative in Consideration of Transaction Deadline:. 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; particularly given the non-economic valuations expected of certain of the prospective target companies considered by GPAQ and that the timeframe in which to complete

its initial business combination was limited. Currently, GPAQ’s outside deadline to consummate a business combination is February 29, 2020; however, GPAQ has an option to further extend such date for an additional 30 days to March 30, 2020.

• 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.

• 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 $148.9 million of HOFV’s debt and preferred equity is expected to convert into equity of Holdings.

• Evaluation of Forward-Looking Information: In connection with its overall evaluation of the business combination, the Board and management of GPAQ considered a significant amount of information relative to the planned development of the Hall of Fame Village project, including, among others, the composition of the planned management team, historic financial data, plans, specifications and other information relative to the planned phases of development, and relevant demographic and brand value information. As well, the Board and management considered certain forward-looking information that projected, among others, the timing and construction costs associated with the development of the project, as well as the projected revenue and EBITDA to be realized upon completion of various phases of the project. Some of this forward-looking information was incorporated into an investor presentation that was included by GPAQ as an exhibit to its Current Report on Form 8-K filed with the SEC on August 5, 2019, and which was subsequently updated and furnished by GPAQ in its Current Reports on Form 8-K dated September 17, 2019 and September 26, 2019. An updated copy of the investor presentation was furnished by GPAQ in its Current Report on Form 8-K dated January 8, 2020, which superseded and replaced the prior versions. Ultimately, while the GPAQ Board and management deemed the information within the investor presentations to be relevant to its overall analysis of the business combination, it did not attribute disproportionate weight to the information as it recognized the inherent uncertainties and assumptions implicit in projecting the future construction and results of operations associated with a real estate and hospitality development project. Rather, the Board and management considered the other factors identified above to be more significant in its analysis.

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: 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 its outside deadline to consummate a business combination 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.

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

variability, including, among others: (i) the amount of cash remaining in the GPAQ Trust Account after the application of all redemptions; (ii) the amount and structure (debt versus equity) of private funding that can be realized, if at all; and (iii) the total amount of HOFV indebtedness at closing.

• 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 notices from Nasdaq that it is not in compliance with the minimum public holder requirements or the requirement that it hold an annual meeting of shareholders within twelve months of the end of GPAQ’s fiscal year end for continued listing. GPAQ submitted a plan to regain compliance with the minimum public holder requirements on December 19, 2019 and intends to submit a plan to regain compliance with the annual shareholder meeting requirements no later than February 22, 2020.

• 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 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 [____________, 2020], and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about [____________, 2020]. 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 [____________, 2020], 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 [____________, 2020], 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 11,167,536 shares of GPAQ Common Stock issued and outstanding, consisting of 8,042,536 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

The approval of the Business Combination Proposal and the Charter Amendments Proposals 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 Proposals and the Incentive Plan Proposal are approved at the Special Meeting.

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 February 29, 2020, plus an option for the Company to further extend such date for an additional 30 days.

• Our Sponsor has contributed $2,199,654 in the aggregate as loans to GPAQ in connection with the Initial Extension and, in connection with the Second Extension, has contributed $265,403 for the extension of the deadline from January 29, 2020 to February 29, 2020 and has agreed to contribute an additional $0.033 for each public share that was not redeemed to further extend the deadline for an additional 30-day period (each such loan, a “Contribution”). Such Contributions, to the extent advanced, 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 extensions 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.”

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	56	Director
C. David Baker	66	Director
Stuart Lichter	70	Director
Kimberly K. Schaefer	54	Director
Karl L. Holz	68	Director
Anthony J. Buzzelli	70	Director
Mary Owen	42	Director
Curtis Martin	46	Director

One position on the Holdings’ board of directors is currently vacant.

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.

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.

Copies of the Merger Agreement and Amendment No. 1 to the Agreement and Plan of Merger are attached to this 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 (Proposal No. 1).

2. To approve the following (which we refer to collectively as the “Charter Amendments Proposals”):

(a) separate proposals to approve the following material differences from the proposed Amended and Restated Certificate of Incorporation of Holdings and GPAQ’s current amended and restated certificate of incorporation:

(i) changing the name of Holdings to “Hall of Fame Resort & Entertainment Company” (Proposal No. 2);

(ii) having a single class of common stock and an authorized 100,000,000 shares of common stock (Proposal No. 3);

(iv) dividing the board of directors of Holdings into three classes with staggered three-year terms (Proposal No. 5);

3.To approve and adopt the GPAQ Acquisition Holdings, Inc. 2020 Omnibus Incentive Plan (Proposal No. 9).

Q: Are the proposals conditioned on one another?

A: Unless the Business Combination Proposal is approved, the Charter Amendments Proposals and the Incentive Plan Proposal will not be presented to the stockholders of GPAQ at the Special Meeting. It is important for you 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. GPAQ elected to extend such date three times, each by an additional 30 days, to January 29, 2020. On January 24, 2020, 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 further extend the deadline to complete a business combination from January 29, 2020 to February 29, 2020, plus an option for GPAQ to further extend such date for an additional 30 days (the latest such date being referred to as the “Extended Date”). If we do not consummate the Business Combination and fail to complete an initial business combination by the Extended Date (assuming GPAQ exercises the option to extend for an additional 30 days thereafter), 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: 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 27.6% of the outstanding capital stock of Holdings and the Newco Holders will collectively own approximately 72.4% 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 8.9% of the outstanding capital stock of Holdings and the Newco Holders will collectively own approximately 91.1% of the outstanding capital stock of Holdings. These percentages are calculated based on a number of assumptions (as described in this 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. GPAQ does not have, as of the date of this proxy statement/prospectus, a meaningful way of providing any certainty

regarding the number of redemptions by GPAQ’s public stockholders that may actually occur. 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.

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 [_____________, 2020], the Record Date for the Special Meeting. As of the date of this proxy statement/prospectus, there were 11,167,536 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 Proposals 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 2,458,769, or approximately 30.57%, of the 8,042,536 public shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

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, 5,583,769 shares of GPAQ Common Stock would be required to achieve a quorum assuming GPAQ has 11,167,536 shares of common stock issued and outstanding.

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 28% 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 2,458,769, or approximately 30.57%, of the 8,042,536 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:

• Our Sponsor has contributed $2,199,654 in the aggregate as loans to GPAQ in connection with the Initial Extension and, in connection with the Second Extension, has contributed $265,403 for the extension of the deadline from January 29, 2020 to February 29, 2020, and has agreed to contribute an additional $0.033 for each public share that was not redeemed to further extend the deadline for an additional 30-day period (each such loan, a “Contribution”). Such Contributions, to the extent advanced, 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.

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. GPAQ elected to extend such date three times, each by an additional 30 days, to January 29, 2020. On January 24, 2020, 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 further extend the deadline to complete a business combination from January 29, 2020 to February 29, 2020, plus an option for GPAQ to further extend such date for an additional 30 days (the latest such date being referred to as the “Extended Date”). If we do not consummate the Business Combination and fail to complete an initial business combination by the Extended Date (assuming GPAQ exercises the option to extend for an additional 30 days thereafter), 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. Based on funds in the Trust Account of approximately $85.75 million on January 31, 2020, the estimated per share redemption price would have been approximately $10.66 (net of income and franchise taxes). We anticipate the per share redemption price will be approximately $10.70 (net of income and franchise taxes) at the closing of the Business Combination, which is anticipated to occur during the first quarter of 2020. 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 [_____________, 2020] (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

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;

• 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. GPAQ elected to extend such date three times, each by an additional 30 days, to January 29, 2020. On January 24, 2020, 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 further extend the deadline to complete a business combination from January 29, 2020 to February 29, 2020, plus an option for GPAQ to further extend such date for an additional 30 days (the latest such date being referred to as the “Extended Date”). If we do not consummate the Business Combination and fail to complete an initial business combination by the Extended Date (assuming GPAQ exercises the option to extend for an additional 30 days thereafter), 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 first quarter of 2020 promptly following the Special Meeting to be held on [_______________, 2020]; 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.

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, if we do not consummate the Business Combination and fail to complete an initial business combination by the Extended Date (assuming the Company exercises the option to extend for an additional 30 days thereafter), 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 [______________, 2020], 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.

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

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, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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’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 28% of the issued and outstanding shares of common stock of GPAQ.

Holdings

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, 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

Company Merger Sub

Consideration to the Newco Holders in the Business Combination

Ownership Structure

Board of Directors Following the Business Combination

Accounting Treatment for Business Combination

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 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 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 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.

HOFV/Newco Appraisal Rights

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. Based on funds in the Trust Account of approximately $85.75 million on January 31, 2020, the estimated per share redemption price would have been approximately $10.66 (net of income and franchise taxes). It is anticipated that the per share redemption price will be approximately $10.70 (net of income and franchise taxes) at the closing of the Business Combination, which is anticipated to occur during the first quarter of 2020. 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 [___________, 2020] (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 72% 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 28% of GPAQ’s issued and outstanding capital stock. It is anticipated that, immediately after the Business Combination and if there are no redemptions, assuming a closing date of March 30, 2020, GPAQ’s public stockholders will own approximately 21.8% of Holdings’ issued and outstanding capital stock, the Sponsor, GPAQ’s officers and directors and other initial holders of founder shares will own approximately 5.8% of Holdings’ issued and outstanding capital stock and the Newco Holders will collectively own approximately 72.4% 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, based on funds in the Trust Account of approximately $85.75 million on January 31, 2020, GPAQ’s public stockholders will own 1.6% of Holdings’ issued and outstanding capital stock, the Sponsor, GPAQ’s officers and directors and other initial holders of founder shares will own approximately 7.3% of Holdings’ issued and outstanding capital stock and the Newco Holders will collectively own approximately 91.1% 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	72.4	%	91.1	%
Sponsor, officers, directors and other holders of founder shares	5.8	%	7.3	%
GPAQ’s public stockholders	21.8	%	1.6	%

The ownership percentages set forth above are based on a closing date of March 30, 2020 and 36,842,556 shares of Holdings Common Stock assuming no redemption and 29,268,973 shares of Holdings Common Stock assuming maximum redemption based on funds in the Trust Account of approximately $85.75 million on January 31, 2020 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. The table is for illustrative purposes only as GPAQ does not have, as of the date of this proxy statement/prospectus, a meaningful way of providing any certainty regarding the number of redemptions by GPAQ’s public stockholders that may actually occur. See “Unaudited Pro Forma Combined Financial Information” for further information.

Reasons for the Business Combination

GPAQ’s Reasons for the Business Combination

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

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; particularly given the non-economic valuations expected of certain of the prospective target companies considered by GPAQ and that the timeframe in which to complete its initial business combination was limited. Currently, GPAQ’s outside deadline to consummate a business combination is February 29, 2020; however, GPAQ has an option to further extend such date for an additional 30 days to March 30, 2020.

• 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 $148.9 million of HOFV’s debt and preferred equity is expected to convert into equity of Holdings.

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.

• 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 Level of Working Capital at the Closing: GPAQ is unable to currently predict the level of working capital it will have at the Closing since the projected working capital levels can only be determined as a by-product of multiple components, each of which is subject to uncertainty and variability, including, among others: (i) the amount of cash remaining in the GPAQ Trust Account after the application of all redemptions; (ii) the amount and structure (debt versus equity) of private funding that can be realized, if at all; and (iii) the total amount of HOFV indebtedness at closing.

• 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.

• 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.

HOFV’s Reasons for the Business Combination

• 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.

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.

GPAQ Special Meeting

Date, Time and Place of Special Meeting

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 [____________, 2020], 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 11,167,536 shares of GPAQ Common Stock issued and outstanding, consisting of 8,042,536 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

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.

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 January 24, 2020, 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 further extend the deadline to complete a business combination from January 29, 2020 to February 29, 2020, plus an option for GPAQ to further extend such date for an additional 30 days (the latest such date being referred to as the “Extended Date”). If we do not consummate the Business Combination and fail to complete an initial business combination by the Extended Date (assuming GPAQ exercises the option to extend for an additional 30 days after February 29, 2020), 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

Proposal No. 1 — 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.

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 Mergers.”

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 $85.75 million on December 31, 2019, the estimated per share redemption price would have been approximately $10.66 (net of income and franchise taxes). We anticipate the per share redemption price will be approximately $10.70 (net of income and franchise taxes) at the closing of the Business Combination, which is anticipated to occur during the first quarter of 2020. 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 [__________], 2020 (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 this 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.”

Proposals No. 2 Through No. 8 — The Charter Amendments Proposals

In connection with the Business Combination, GPAQ is proposing that its stockholders approve the following (referred to herein collectively as the Charter Amendments Proposals):

(i) changing the name of Holdings to “Hall of Fame Resort & Entertainment Company” (Proposal No. 2);

(ii) having a single class of common stock and an authorized 100,000,000 shares of common stock (Proposal No. 3);

(iv) dividing the board of directors of Holdings into three classes with staggered three-year terms (Proposal No. 5);

(b) conditioned upon the approval of Proposals No. 2 through 7, a proposal to approve the proposed Amended and Restated Certificate of Incorporation of Holdings, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, which includes the approval of all other changes in the proposed Amended and Restated Certificate of Incorporation as of the closing of the Business Combination (Proposal No. 8);

Proposal No. 9 — 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 outstanding shares of Holdings Common Stock on a fully-diluted basis 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

• 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 February 29, 2020, plus an option for GPAQ to further extend such date for an additional 30 days.

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.”

• 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.

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	56	Director
C. David Baker	66	Director
Stuart Lichter	70	Director
Kimberly K. Schaefer	54	Director
Karl L. Holz	68	Director
Anthony J. Buzzelli	70	Director
Mary Owen	42	Director
Curtis Martin	46	Director

One position on the Holdings’ board of directors is currently vacant.

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.

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 nine months ended September 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.

	Nine Months Ended September 30,						Year Ended December 31,
	2019			2018			2018			2017
Statement of Operations Data:
Total revenues	$	6,169,424		$	4,803,854		$	6,889,148		$	5,734,630
Total operating expenses		31,183,283			16,951,067			23,933,042			8,901,983
Loss from operations		(25,013,859	)		(12,147,213	)		(17,043,894	)		(3,167,353	)
Total other expense		17,290,133			10,932,414			16,581,730			6,627,272
Net loss	$	(42,303,992	)	$	(23,079,627	)	$	(33,625,624	)	$	(9,794,625	)

Balance Sheet Data:	As of September 30,		As of December 31,
	2019		2018		2017
Assets
Cash and restricted cash	$	7,401,913	$	8,417,950	$	2,059,923
Property and equipment, net		137,646,629		145,810,591		156,508,671
Project development costs		80,054,051		80,744,934		43,931,069
Other assets		2,548,746		4,307,805		2,156,014
Total assets	$	227,651,339	$	239,281,280	$	204,655,677
Liabilities and Members’ Equity
Notes payable, net	$	144,141,017	$	130,558,352	$	138,636,612
Accounts payable and accrued expenses		13,010,246		5,271,070		33,159,187
Due to affiliates		15,430,943		9,874,297		3,484,791
Other liabilities		6,519,906		2,724,342		972,364
Total liabilities	$	179,102,112	$	148,428,061	$	176,252,954
Members’ equity		48,549,227		90,853,219		28,402,723
Total liabilities and members’ equity	$	227,651,339	$	239,281,280	$	204,655,677

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 nine months ended September 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.

	Nine Months Ended September 30,						Year Ended December 31, 2018			April 17, 2017 (inception) Through December 31, 2017
	2019			2018			Year Ended December 31, 2018			April 17, 2017 (inception) Through December 31, 2017
Statement of Operations Data:
Operating costs	$	902,163		$	586,469		$	780,534		$	2,416
Loss from operations		(902,163	)		(586,469	)		(780,534	)		(2,416	)
Other income
Interest income on marketable securities		2,140,094			1,434,288			2,132,976			—
Unrealized gain on marketable securities		21,155			288			13,795			—
Provision for income taxes		(356,178	)		(178,102	)		(284,958	)		—
Net income	$	902,908		$	670,005		$	1,081,279		$	(2,416	)

Basic and diluted net loss per common share	$	(0.15	)	$	(0.10	)	$	(0.12	)	$	(0.00	)
Weighted average shares outstanding, basic and diluted		4,060,633			3,923,327			3,953,561			3,125,000

Balance Sheet Data:
Cash	$	91,539					$	89,557		$	3,193
Marketable securities held in Trust Account	$	115,904,495					$	128,396,771		$	—
Total assets	$	116,009,783					$	128,492,855		$	334,816
Common stock subject to possible redemption	$	104,391,394					$	118,451,128		$	—
Total stockholders’ equity	$	5,000,001					$	5,000,004		$	22,584

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Introduction

GPAQ is providing the following unaudited pro forma combined financial information to aid you in your analysis of the financial aspects of the Business Combination.

The unaudited pro forma combined balance sheet as of September 30, 2019 gives pro forma effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma combined statements of operations for the nine months ended September 30, 2019 and the year ended December 31, 2018 give pro forma effect to the Business Combination as if it had occurred as of January 1, 2018. This information should be read together with HOFV’s and GPAQ’s respective audited and unaudited financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HOFV,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GPAQ” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined balance sheet as of September 30, 2019 has been prepared using the following:

• HOFV’s unaudited historical condensed consolidated balance sheet as of September 30, 2019, as included elsewhere in this proxy statement/prospectus; and

• GPAQ’s unaudited historical condensed balance sheet as of September 30, 2019, as included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined statement of operations for the nine months ended September 30, 2019 has been prepared using the following:

• HOFV’s unaudited historical condensed consolidated statement of operations for the nine months ended September 30, 2019, as included elsewhere in this proxy statement/prospectus; and

• GPAQ’s unaudited historical condensed statement of operations for the nine months ended September 30, 2019, as included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined statement of operations for the year ended December 31, 2018 has been prepared using the following:

• HOFV’s audited historical consolidated statement of operations for the year ended December 31, 2018, as included elsewhere in this proxy statement/prospectus; and

• GPAQ’s audited historical statement of operations for the year ended December 31, 2018, as included elsewhere in this proxy statement/prospectus.

Description of the Transactions

On September 16, 2019 (as amended on November 6, 2019), GPAQ entered into the Merger Agreement, pursuant to which (a) Acquirer 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, with Newco continuing as the surviving entity and a wholly-owned subsidiary of Holdings. For more information about the Business Combination, please see the section entitled “The Business Combination Proposal.” Copies of the Merger Agreement and Amendment No. 1 to the Agreement and Plan of Merger are attached to this proxy statement/prospectus as Annex A and Annex B, respectively.

Accounting for the 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.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable, and as it relates to the unaudited pro forma combined statement of operations, are expected to have a continuing impact on the results of the post-combination company. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the post-combination company upon consummation of the Business Combination.

The unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the post-combination company will experience. HOFV and GPAQ have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

There is no historical activity with respect to Acquiror Merger Sub, Holdings, or Company Merger Sub, and accordingly, no adjustments were required with respect to these entities in the pro forma combined financial statements.

The unaudited pro forma combined financial information has been prepared assuming two alternative levels of redemption into cash of GPAQ’s shares of Class A common stock:

• Scenario 1 — Assuming no redemptions for cash: This presentation assumes that no GPAQ stockholders exercise redemption rights with respect to their shares of Class A common stock upon consummation of the Business Combination; and

• Scenario 2 — Assuming redemptions of 6,875,607 shares of GPAQ’s Class A common stock for cash: This presentation assumes that GPAQ stockholders exercise their redemption rights with respect to a maximum of 6,875,607 shares of Class A common stock upon consummation of the Business Combination at a redemption price of approximately $10.60 per share. The maximum redemption amount is derived, after giving effect to the payments to redeeming stockholders and payment of estimated transaction expenses. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum redemptions.

The foregoing scenarios are for illustrative purposes as GPAQ does not have, as of the date of this proxy statement/prospectus, a meaningful way of providing any certainty regarding the number of redemptions by GPAQ’s public stockholders that may actually occur.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are 17,588,264 shares of common stock to be issued to HOFV shareholders under Scenarios 1 and 2.

As a result of the Business Combination and immediately following the closing of the Business Combination, assuming no GPAQ stockholders elect to redeem their shares for cash, Newco Holders will own approximately 72.1% of the outstanding GPAQ shares, GPAQ’s Sponsor, officer, directors and other holders of founder shares will own approximately 5.8% of the GPAQ shares and the former stockholders of GPAQ will own approximately 22.1% of the outstanding GPAQ shares as of September 30, 2019 (in each case, not giving effect to any shares issuable to them upon exercise of warrants). As a result, Newco Holders will be the single largest stockholder of GPAQ following consummation of the Business Combination with no current stockholder of GPAQ owning more than 10% of the issued and outstanding capital stock of GPAQ.

If 6,875,607 shares of Class A common stock are redeemed for cash, which assumes the maximum redemption of GPAQ’s shares and after giving effect to payments to redeeming shareholders and the payment of estimated transaction expenses, Newco Holders will own approximately 88.9% of the outstanding GPAQ shares, GPAQ’s Sponsor, officer, directors and other holders of founder shares will own approximately 7.1% of the GPAQ shares and the former stockholders of GPAQ will own approximately 4.0% of the outstanding GPAQ shares (in each case, not giving effect to any shares issuable to them upon exercise of warrants).

PRO FORMA COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2019
(UNAUDITED)

					Scenario 1 Assuming No Redemptions into Cash							Scenario 2 Assuming Maximum Redemptions into Cash
	(A) HOFV		(B) GPAQ		Pro Forma Adjustments				Pro Forma Balance Sheet			Pro Forma Adjustments				Pro Forma Balance Sheet
Assets
Current assets:
Cash	$	911,089	$	91,539	$	85,289,125		(2)
						372,450		(3)
						(6,375,000	)	(5)
						(6,000,000	)	(6)
						2,650,000		(11)	$	76,939,203		$	(72,914,125	)	(8)	$	4,025,078
Restricted cash		6,490,824		—		—				6,490,824			—				6,490,824
Accounts receivable, net		2,044,277		—		—				2,044,277			—				2,044,277
Prepaid expenses and other current assets		504,469		13,749		—				518,218			—				518,218
Marketable securities held in Trust Account		—		115,904,495		1,359,703		(1)
						(31,975,073	)	(12)
						(85,289,125	)	(2)		—			—				—
Property and equipment, net		137,646,629		—		—				137,646,629			—				137,646,629
Project development costs		80,054,051		—		—				80,054,051			—				80,054,051
Total Assets	$	227,651,339	$	116,009,783	$	(39,967,920	)		$	303,693,202		$	(72,914,125	)		$	230,779,077

Liabilities and Shareholders’ Equity
Current liabilities:
Notes payable, net	$	144,141,017	$	—	$	(1,273,888	)	(6)
						(34,805,486	)	(7)
						(39,654,867	)	(9)	$	68,406,776		$	—			$	68,406,776
Accounts payable and accrued expenses		13,010,246		508,853		(374,614	)	(5)
						(563,562	)	(6)
						(1,952,764	)	(7)		10,628,159			—				10,628,159
Due to affiliate		15,430,943		—		(11,987,507	)	(6)
						(2,000,000	)	(9)
						(100,000	)	(7)
						(550,000	)	(7)		793,436			—				793,436
Deferred rent payable		316,621		—		—				316,621			—				316,621
Income taxes payable		—		106,693		—				106,693			—				106,693
Promissory note – related party		—		1,550,899		1,359,703		(1)
						372,450		(3)
						(3,283,052	)	(4)		—			—				—
Other liabilities		6,203,285		—		(3,768,865	)	(9)		2,434,420			—				2,434,420
Deferred tax liability		—		4,443		—				4,443			—				4,443
Deferred underwriting fees		—		4,375,000		(4,375,000	)	(5)		—			—				—
Deferred legal fee payable		—		72,500		(72,500	)	(5)		—			—				—
Total Liabilities		179,102,112		6,618,388		(103,029,952	)			82,690,548			—				82,690,548

Commitments and Contingencies
Common stock subject to redemption		—		104,391,394		(31,975,073	)	(12)
Common stock						(72,416,321	)	(8)		—			—				—

Shareholders’ Equity
Members’ equity		48,549,227		—		(48,549,227	)	(9)		—			—				—
Class A common stock		—		109		33		(4)
						211		(6)
						485		(7)
						695		(8)
						1,759		(9)
						313		(10)
						27		(11)		3,632			(688	)	(8)		2,944
Class F common stock		—		313		(313	)	(10)		—			—				—
Additional paid in capital		—		3,017,808		3,283,019		(4)
						21,089,629		(6)
						40,875,423		(7)
						72,415,626		(8)
						151,798,104		(9)
						2,649,973		(11)		295,129,582			(72,913,437	)	(8)		222,216,145
Retained earnings (Accumulated deficit)		—		1,981,771		(1,552,886	)	(5)
						(13,264,883	)	(6)
						(3,467,658	)	(7)
						(57,826,904	)	(9)		(74,130,560	)		—				(74,130,560	)
Total Shareholders’ Equity		48,549,227		5,000,001		167,453,426				221,002,654			(72,914,125	)			148,088,529
Total Liabilities and Shareholders’ Equity	$	227,651,339	$	116,009,783	$	(39,967,920	)		$	303,693,202		$	(72,914,125	)		$	230,779,077

Pro Forma Adjustments to the Unaudited Combined Balance Sheet

(A) Derived from the unaudited consolidated balance sheet of HOFV as of September 30, 2019. See HOFV’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

(B) Derived from the unaudited balance sheet of GPAQ as of September 30, 2019. See GPAQ’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

(1) Reflects the funding received for shares that were not redeemed to further extend the date by which the company has to consummate a Business Combination to January 29, 2020 and for the additional extension to February 29, 2020 approved by GPAQ’s shareholders on January 24, 2020.

(2) Reflects the release of cash from marketable securities held in the trust account.

(3) Reflects additional loans from the Sponsor to fund the company’s working capital requirements.

(4) Reflects the conversion of promissory notes in the aggregate amount of $3,283,052 due to the Sponsor into 328,305 shares of common stock of the post-combination company at $10.00 per share.

(5) Reflects the payment of fees and expenses related to the Business Combination, including the deferred underwriting fee of $4,375,000, the deferred legal fee of $72,500, and legal, financial advisory, accounting and other professional fees. The direct, incremental costs of the Business Combination related to the legal, financial advisory, accounting and other professional fees of $1,552,886 is reflected as an adjustment to retained earnings and is not shown as an adjustment to the statement of operations since it is a nonrecurring charge resulting directly from the Business Combination.

(6) Reflects (a) the issuance of 1,078,984 shares of common stock at $10.00 per share to The Klein Group, LLC in satisfaction of outstanding fees and expenses in the aggregate amount of $10,789,840, of which $10,289,840 is reflected as an adjustment to retained earnings and $500,000 is reflected as an adjustment to accounts payable and accrued expenses (b) the issuance of 610,000 shares of common stock at $10.00 per share to IRG Canton Village Manager in satisfaction of outstanding fees and expenses in the aggregate amount of $6,100,000, which is reflected as an adjustment to due to affiliate and (c) the issuance of 420,000 shares of common stock at $10.00 per share and payment of $6,000,000 of cash to the PFHOF in satisfaction of outstanding fees and expenses in the aggregate amount of $10,200,000, of which $2,975,043 is reflected as an adjustment to retained earnings, $5,887,507 is reflected as an adjustment to due to affiliate, $1,273,888 is reflected as an adjustment to note payable in full satisfaction of the land loan with affiliate and $63,562 is reflected as an adjustment to accounts payable and accrued expenses. Direct, incremental costs of $13,264,883 is reflected as an adjustment to retained earnings and is not shown as an adjustment to the statement of operations since it is a nonrecurring charge resulting directly from the Business Combination.

(7) Reflects the issuance of an aggregate of 4,853,110 shares of common stock in satisfaction of prior existing debt in the amount of $38,273,144 and related accrued interest in the amount of $1,952,764 and the corresponding amortization of the related remaining deferred financing costs in connection with the Business Combination. Of such amount, 1,964,582 shares were issued at $10.00 per share in satisfaction of $15,000,000 of bridge loans and $1,371,514 of accrued interest after giving effect to the Exchange Ratio, 1,810,317 shares were issued at $10.00 per share in satisfaction of $14,504,722 of “Company Convertible Notes” and $581,250 of accrued interest after giving effect to the Exchange Ratio, 205,000 shares were issued at $10.00 per share in satisfaction of $2,050,000 of “New Company Convertible Notes” and an aggregate of 818,211 shares were issued at $10.00 per share in satisfaction of $6,818,422 of syndicated unsecured term loan, of which $100,000 is reflected as an adjustment to due to affiliates, after giving effect to the Exchange Ratio and an aggregate of 55,000 shares were issued at $10.00 per share in satisfaction of $550,000 of “New ACC Debt” which is currently classified in due to affiliates. The amortization of the deferred financing costs in the aggregate amount of $3,467,658 is reflected as an adjustment to retained earnings and is not shown as an adjustment to the statement of operations since it is a nonrecurring charge resulting directly from the Transaction.

(8) In Scenario 1, which assumes no GPAQ stockholders exercise their redemption rights, the common stock subject to redemption for cash amounting to $72,416,321 would be transferred to permanent equity, reflecting that on January 24, $31,975,073 was released from the Company’s trust account to pay stockholders that elected to redeem 3,011,003 shares. In Scenario 2, which assumes the same facts as described in Items 1 through 7 above, but also assumes the maximum number of shares are redeemed for cash by the GPAQ stockholders, $72,914,125

would be paid out in cash. The $72,914,125, or 6,875,607, shares of Class A common stock, represents the maximum redemption amount, after giving effect to payments to redeeming stockholders and payment of estimated transaction expenses based on a consummation of the Business Combination on September 30, 2019.

(9) Reflects the recapitalization of HOFV through (a) the contribution of all the share capital in HOFV to GPAQ, (b) the conversion of the redemption value of the preferred members’ equity in the amount of $97,500,000, of which $2,000,000 is reflected in an adjustment to due to affiliates, net of the amortization of the related remaining deferred financing costs, and related preferred equity dividends in the amount of $3,768,865, (c) the issuance of 17,588,264 shares of common stock and (d) the elimination of the historical retained earnings of GPAQ, the accounting acquiree.

(10) Reflects the conversion of 3,125,000 shares of Class F common stock into Class A common stock, on a one-for-one basis, at the consummation of the Business Combination.

(11) Subsequent to September 30, 2019, HOFV received additional advances in the aggregate amount of $2.65 million from Industrial Realty Group. This amount has been included in the pro forma financial statements as this conversion is directly attributable to the Business Combination.

(12) Reflects $31,975,073 that was released from the Company’s trust account on January 24, 2020 to pay stockholders that elected to redeem 3,011,003 shares.

PRO FORMA COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2019
(UNAUDITED)

							Scenario 1 Assuming No Redemptions into Cash							Scenario 2 Assuming Maximum Redemptions into Cash
	(A) HOFV			(B) GPAQ			Pro Forma Adjustments					Pro Forma Income Statement		Pro Forma Adjustments			Pro Forma Income Statement
Total revenues	$	6,169,424		$	—		$	—				$	6,169,424	$	—		$	6,169,424
Property operating expenses		10,025,750			—			—					10,025,750		—			10,025,750
Commission expense		798,788			—			—					798,788		—			798,788
Depreciation expense		8,163,962			—			—					8,163,962		—			8,163,962
Loss on abandonment of project development costs		12,194,783			—			—					12,194,783		—			12,194,783
Operating expenses		—			902,163			528,728		(1	)		1,430,891		—			1,430,891
Loss from operations		(25,013,859	)		(902,163	)		(528,728	)				(26,444,750)		—			(26,444,750)

Other income (expense):
Interest income		—			2,140,094			(2,140,094	)	(2	)		—		—			—
Unrealized gain on marketable securities		—			21,155			(21,155	)	(2	)		—		—			—
Interest expense		(6,734,735	)		—			3,853,906		(3	)		(2,880,829)		—			(2,880,829)
Amortization of discount on note payable		(10,302,822	)		—			8,095,538		(3	)		(2,207,284)		—			(2,207,284)
Other loss		(252,576	)		—			—					(252,576)		—			(252,576)
(Loss) income before income taxes		(42,303,992	)		1,259,086			9,259,467					(31,785,439)		—			(31,785,439)
Provision for income taxes		—			(356,178	)		356,178		(4	)		—		—			—
Net (loss) income	$	(42,303,992	)	$	902,908		$	9,615,645				$	(31,785,439)	$	—		$	(31,785,439)

Weighted average shares outstanding, basic and diluted					4,060,633			32,250,566		(5	)		36,311,199		(6,875,607)	(5)		29,435,592
Basic and diluted net (loss) income per share				$	(0.15	)						$	(0.88)				$	(1.08)

PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2018
(UNAUDITED)

							Scenario 1 Assuming No Redemptions into Cash							Scenario 2 Assuming Maximum Redemptions into Cash
	(C) HOFV			(D) GPAQ			Pro Forma Adjustments					Pro Forma Income Statement		Pro Forma Adjustments			Pro Forma Income Statement
Total revenues	$	6,889,148		$	—		$	—				$	6,889,148	$	—		$	6,889,148
Property operating expenses		12,161,073			—			—					12,161,073		—			12,161,073
Commission expense		886,912			—			—					886,912		—			886,912
Depreciation expense		10,885,057			—			—					10,885,057		—			10,885,057
Operating expenses		—			780,534			—					780,534		—			780,534
Loss from operations		(17,043,894	)		(780,534	)		—					(17,824,428)		—			(17,824,428)

Other income (expense):
Interest income		—			2,132,976			(2,132,976	)	(2	)		—		—			—
Unrealized gain on marketable securities		—			13,795			(13,795	)	(2	)		—		—			—
Interest expense		(14,167,521	)		—			1,627,919		(3	)		(12,539,602)		—			(12,539,602)
Amortization of discount on note payable		(2,095,182	)		—			649,452		(3	)		(1,445,730)		—			(1,445,730)
Other expense		(319,027	)		—			—					(319,027)		—			(319,027)
(Loss) income before income taxes		(33,625,624	)		1,366,237			130,600					(32,128,787)		—		$	(32,128,787)
Provision for income taxes		—			(284,958	)		284,958		(4	)		—		—			—
Net (loss) income	$	(33,625,624	)	$	1,081,279		$	415,558				$	(32,128,787)	$	—		$	(32,128,787)

Weighted average shares outstanding, basic and diluted					3,953,561			32,357,638		(5	)		36,311,199		(6,875,607)	(5)		29,435,592
Basic and diluted net (loss) income per share				$	(0.12	)						$	(0.88)				$	(1.09)

Pro Forma Adjustments to the Unaudited Combined Statements of Operations

(A) Derived from the unaudited consolidated statement of operations of HOFV for the nine months ended September 30, 2019. See HOFV’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

(B) Derived from the unaudited statement of operations of GPAQ for the nine months ended September 30, 2019. See GPAQ’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

(C) Derived from the audited consolidated statement of operations of HOFV for the year ended December 31, 2018. See HOFV’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

(D) Derived from the audited statement of operations of GPAQ for the year ended December 31, 2018. See GPAQ’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

(1) Represents an adjustment to eliminate direct, incremental costs of the Business Combination which are reflected in the historical financial statements of HOFV and GPAQ in the amount of $98,609 and $430,199, respectively, for the nine months ended September 30, 2019. There were no such amounts recorded for the year ended December 31, 2018.

(2) Represents an adjustment to eliminate interest income and unrealized gain on marketable securities held in the trust account as of the beginning of the period.

(3) Represents an adjustment to eliminate interest expense on certain of HOFV’s notes payable as of the beginning of the period, as these will be repaid upon consummation of the Business Combination.

(4) To record normalized blended statutory income tax benefit rate of 21% for pro forma financial presentation purposes resulting in the recognition of an income tax benefit, which however, has been offset by a full valuation allowance as the post-combination company expects to incur continuing losses.

(5) The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that GPAQ’s initial public offering occurred as of January 1, 2018. In addition, as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented. This calculation is retroactively adjusted to eliminate the number of shares redeemed in the Business Combination for the entire period.

The following presents the calculation of basic and diluted weighted average common shares outstanding. The computation of diluted loss per share excludes the effect of warrants to purchase 17,400,000 shares of common stock because the inclusion of these securities would be anti-dilutive.

	Scenario 1 Combined (Assuming No Redemptions Into Cash)		Scenario 2 Combined (Assuming Maximum Redemptions Into Cash)
Weighted average shares calculation, basic and diluted
GPAQ public shares	8,042,536		1,166,929
GPAQ Sponsor shares	2,090,805		2,090,805
GPAQ Sponsor shares transferred to HOFV	1,362,500		1,362,500
GPAQ shares issued in satisfaction of outstanding fees and expenses	2,108,984		2,108,984
GPAQ shares issued in satisfaction of prior existing debt	4,853,110		4,853,110
GPAQ shares issued in connection with conversion of advances from affiliate	265,000		265,000
GPAQ shares issued in the Business Combination	17,588,264		17,588,264
Weighted average shares outstanding	36,311,199		29,435,592
Percent of shares owned by Newco	72.1	%	88.9	%
Percent of shares owned by GPAQ	27.9	%	11.1	%

COMPARATIVE SHARE INFORMATION

The following table sets forth the historical comparative share information for HOFV and GPAQ on a stand-alone basis and the unaudited pro forma combined share information for the nine months ended September 30, 2019 and the year ended December 31, 2018, after giving effect to the Business Combination, (1) assuming no GPAQ stockholders exercise redemption rights with respect to their shares of Class A common stock upon the consummation of the Business Combination; and (2) assuming that GPAQ stockholders exercise their redemption rights with respect to a maximum of 6,875,607 shares of Class A common stock upon consummation of the Business Combination.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of HOFV and GPAQ and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined share information below does not purport to represent what the actual results of operations or the earnings per share would been had the companies been combined during the periods presented, nor to project the Company’s results of operations or earnings per share for any future date or period. The unaudited pro forma combined stockholders’ equity per share information below does not purport to represent what the value of HOFV and GPAQ would have been had the companies been combined during the periods presented.

	HOFV			GPAQ			Pro Forma Combined Assuming No Redemptions into Cash			Pro Forma Combined Assuming Maximum Redemptions into Cash
Nine Months Ended September 30, 2019
Net (loss) income	$	(42,303,992	)	$	902,908		$	(31,785,439	)	$	(31,785,439	)
Total stockholders’ equity(1)	$	48,549,227		$	5,000,001		$	221,002,654		$	148,088,529
Weighted average shares outstanding – basic and diluted		17,588,264			4,060,633			36,311,199			29,435,592
Basic and diluted net loss per share	$	(2.41	)	$	(0.15	)	$	(0.88	)	$	(1.08	)
Stockholders’ equity(1) per share – basic and diluted	$	2.76		$	1.23		$	6.09		$	5.03

Year Ended December 31, 2018
Net (loss) income	$	(33,625,624	)	$	1,081,279		$	(32,128,787	)	$	(32,128,787	)
Total stockholders’ equity(1)	$	90,853,219		$	5,000,004			n/a			n/a
Weighted average shares outstanding – basic and diluted		17,588,264			3,953,561			36,311,199			29,435,592
Basic and diluted net loss per share	$	(1.91	)		(0.12	)		(0.88	)		(1.09	)
Stockholders’ equity(1) per share – basic and diluted	$	5.17		$	1.26			n/a			n/a

____________

(1) Stockholders’ equity is used as a proxy for book value in the above table.

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus.

Risks Relating to HOFV

Unless the context otherwise indicates or requires, as used in this section, the terms “we,” “our,” “us,” the “Company” or “HOFV” refer to HOF Village, LLC and, following the Mergers, shall refer to Newco.

The projections provided to the GPAQ Board and contained in Investor Presentations previously filed with the SEC or made publicly available are forward-looking statements that rely upon estimates and assumptions that are subject to uncertainty.

The projections of revenue and adjusted EBITDA provided to the GPAQ Board by HOFV and that were included in certain investor presentations that were made publicly available in GPAQ’s Current Report filings on Form 8-K with the SEC on August 5, 2019, September 17, 2019 and September 26, 2019, and in the updated investor presentation furnished by GPAQ as an exhibit to a Current Report on Form 8-K are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include timing of the proposed merger; the business plans, objectives, expectations and intentions of the parties once the transaction is complete, and Holding’s, GPAQ’s and HOFV’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities, relating to the acquired business. Those forward-looking statements reflect the analysis of existing information at the time of such investor presentations and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in the investor presentations: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transaction contemplated thereby; the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of GPAQ or other conditions to closing in the Merger Agreement; the outcome of any legal proceedings that have been, or will be, instituted against GPAQ or other parties to the Merger Agreement following announcement of the Merger Agreement and transactions contemplated therein; the ability of Holding’s to meet Nasdaq listing standards following the merger and in connection with the consummation thereof; the failure to obtain the financing arrangements necessary to complete the development of the project; the failure to achieve the assumptions underlying certain of the financial projections included within the investor presentation including, among others, securing the timely financing for, and achieving construction of, the second phase of the project within assumed time and financial budget, and achieving expected attendance and occupancy rates; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the announcement of the Merger Agreement and consummation of the transaction described therein; costs related to the proposed merger and the impact of the substantial indebtedness to be incurred to finance the consummation of the merger; changes in applicable laws or regulations; the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to grow and manage growth profitability, maintain relationships with customers and retain its key employees; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by GPAQ and Holdings.

The forward-looking statements contained in this proxy statement/prospectus rely upon estimates and assumptions that are subject to uncertainty.

This proxy statement/prospectus contains a number of forward-looking statements regarding our future operating results, our ability to enter into partnerships or contractual relationships with third parties, the level of indebtedness we will have at the Closing, and of future economic conditions. These forward-looking statements, while in some cases presented with numerical specificity, are based upon a number of estimates and assumptions, which though

considered reasonable by HOFV at the time presented, are inherently subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the control of HOFV, and upon assumptions with respect to future business strategies and decisions which are subject to change and may be out of the control of the current management of HOFV. While HOFV believes that the forward-looking statements are based upon reasonable assumptions and estimates, actual results will vary and such variations may be material. Forward-looking statements are necessarily speculative in nature, and it is usually the case that one or more of the assumptions underlying the forecasts will not materialize. The uncertainty of the forward-looking statements is particularly heightened by the fact that HOFV has limited operations, track record or historical financial statements or data on which to base the projections underlying the forward-looking statements. PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE forward-looking statements AND SHOULD READ THEM IN CONNECTION WITH THE OTHER MATERIALS CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS.

We may not be able to continue as a going concern.

We have incurred continuing losses from our operations and as of September 30, 2019, we had a deficit in working capital. Since inception, we have met our liquidity requirements principally through the issuance of notes and the sale of equity. Our cash losses from operations, in addition to our $65 million Term Loan (which remains unpaid to date), raise substantial doubt about our ability to continue operations as a going concern. Our ability to continue as a going concern is dependent on our ability to repay and/or convert certain of our debt at the Closing into Holdings Common Stock. Due to these and other factors, in management’s opinion, there is substantial doubt of our ability to continue as a going concern within one year after the date of the September 30, 2019, condensed consolidated financial statements. Furthermore, HOFV’s independent auditor included an explanatory paragraph in their audit opinion as of December 31, 2018 concluding that there was substantial doubt about HOFV’s ability to continue as a going concern.

We are an early stage company with a minimal track record and limited historical financial information available, and an investment in the offering is highly speculative.

We were formed as a limited liability company on December 16, 2015 by certain affiliates of Industrial Realty Group and a subsidiary of PFHOF, to own and operate the Hall of Fame Village in Canton, Ohio. As of the date hereof, we anticipate that the Company will have the following major components:

Phase I:

• Tom Benson Hall of Fame Stadium

• National Youth Football & Sports Complex

• Hall of Fame Media Company

Phase II:

• Hall of Fame indoor waterpark

• Two premium hotels

• Constellation Center for Excellence (Office Building, Auditorium and Dining)

• Center for Performance (Field House and Convention Center)

• Hall of Fame retail promenade

Phase III:

• Hall of Fame Experience (an immersive VR/AR experience)

• Luxury hotel including retail space

• Multi-family housing

While the components in Phase I are substantially complete, to date most components of Phase II and Phase III are still in the planning stage, and have not commenced operations or generated any revenues. The components of the Company that have been developed in Phase I have limited operating history and business track record. In addition, our business strategy is broad and may be subject to significant modifications in the future. Our current strategy may not be successful, and if not successful, we may be unable to modify it in a timely and successful manner. A company with this extent of operations still in the planning stage, and thus your investment in the offering, is highly speculative and subject to an unusually high degree of risk. Prior to investing in the offering, you should understand that there is a significant possibility of the loss of your entire investment.

Because we are in the early stages of executing our business strategy, we cannot assure you that, or when, we will be profitable. We will need to make significant investments to develop and operate the Company and expect to incur significant expenses in connection with operating components of the Company, including costs for entertainment, talent fees, marketing, salaries and maintenance of properties and equipment. We expect to incur significant capital, operational and marketing expenses for a number of years in connection with our planned activities. Any failure to achieve or sustain profitability may have a material adverse impact on the value of the shares of Holdings.

Our ability to implement our proposed business strategy may be materially and adversely affected by many known and unknown factors.

Our business strategy relies upon our future ability to successfully develop and operate the Company. Our strategy assumes that we will be able to, among other things: secure sufficient capital in connection with the Mergers and/or Anticipated Future Debt in order to substantially repay our indebtedness under our Term Loan; continue to lease or to acquire additional property in Canton, Ohio at attractive prices and develop such property into efficient and profitable operations; and maintain our relationships with key partners, including PFHOF, the general contractors for the Company, and various other design firms, technology consultants, managers and operators and vendors that we are relying on for the successful development and operation of the Company, as well as to develop new relationships and partnerships with third parties that will be necessary for the success of the Company. These assumptions, which are critical to our prospects for success, are subject to significant economic, competitive, regulatory and operational uncertainties, contingencies and risks, many of which are beyond our control. These uncertainties are particularly heightened by the fact that we have significantly limited historical financial results or data on which financial projections might be based.

Our future ability to execute our business strategy and develop the various components of the Company is uncertain, and it can be expected that one or more of our assumptions will prove to be incorrect and that we will face unanticipated events and circumstances that may adversely affect our proposed business. Any one or more of the following factors, or other factors which may be beyond our control, may have a material adverse effect on our ability to implement our proposed strategy:

• inability to secure short-term liquidity in order to meet operating capital requirements and to secure capital to repay the principal amount of our Term Loan, $65 million, together with any interest due thereunder, which would result in a default under the Term Loan and a likely suspension of development and construction for the Company. We have previously received notices of default under the Term Loan, which is secured by substantially all of our assets. Although the loan documents have been amended to extend the maturity date and bring the loan back into performing status and an affiliate of Industrial Realty Group has guaranteed certain payment obligations of the Company under the Term Loan, there can be no assurance that we will be able to repay the obligation upon maturity or otherwise avoid a future default;

• failure to continue to lease or acquire additional property in Canton, Ohio at the level of prices estimated;

• inability to complete development and construction on schedule, on budget or otherwise in a timely and cost-effective manner;

• issues impacting the brand of the Pro Football Hall of Fame;

• inability to secure and maintain relationships and sponsorships with key partners, or a failure by key partners to fulfill their obligations;

• failure to manage rapidly expanding operations in the projected time frame;

• our or our partners’ ability to provide innovative entertainment that competes favorably against other entertainment parks and similar enterprises on the basis of price, quality, design, appeal, reliability and performance;

• failure of investments in technology and machinery, including our investments in virtual reality in connection with the proposed Hall of Fame Experience, to perform as expected;

• increases in operating costs, including capital improvements, insurance premiums, general taxes, real estate taxes and utilities, affecting our profit margins;

• general economic, political and business conditions in the United States and, in particular, in the Midwest and the geographic area around Canton, Ohio;

• inflation, appreciation of the real and fluctuations in interest rates; or

• existing and future governmental laws and regulations, including changes in our ability to use or receive Tourism Development District (“TDD”) funds, tax-increment financing (“TIF”) funds or other grants and tax credits (including Ohio Film Tax Credits).

We are relying on various forms of public financing to finance the Company.

In addition to funding in connection with the Mergers, we currently expect to obtain a portion of the capital required for the development and operations of the Company from various forms of public financing, including TDD funds, TIF funds, grants and tax credits (including Ohio Film Tax Credits), which depend, in part, on factors outside of our control. The concept of a TDD was created under state law specifically for Canton, Ohio and the Company. Canton City Council was permitted to designate up to 200 acres as a TDD and to prove the collection of additional taxes within that acreage to be used to foster tourism development. Canton City Council passed legislation allowing the collection of a 5% admissions tax and an additional 2% gross receipts tax and agreed to give the revenue from its 3% municipal lodging tax collected at any hotels built in the TDD to the Project for 30 years. Our ability to obtain funds from TDD depends on, among other things, ticket sales (including parking lots, garages, stadiums, auditoriums, museums, athletic parks, swimming pools and theaters), wholesale, retail and some food sales within the TDD and revenues from our hotels within the TDD. For TIF funds, the amount of property tax that a specific district generates is set at a base amount and as property values increase, property tax growth above that base amount, net of property taxes retained by the school districts, can be used to fund redevelopment projects within the district. Our ability to obtain TIF funds is dependent on the value of developed property in the specific district, the collection of general property taxes from property owners in the specific district, the time it takes the tax assessor to update the tax rolls and market interest rates at the time the tax increment bonds are issued.

If we are unable to realize the expected benefits from these various forms of public financing, we may need to obtain alternative financing through other means, including private transactions such as those described in the definition of Anticipated Future Debt. Such alternative financing may not be available in a timely manner or on terms substantially similar to public financing, which could significantly affect our ability to develop the Project, increase our cost of capital and have a material adverse effect on our results of operations, cash flows and financial position. Other than the transactions included in Anticipated Future Debt, we do not currently contemplate any specific alternative financing transactions.

We are still assembling our management team and our leadership may change significantly.

The success of the Company following the Mergers depends on our ability to hire and retain key employees and members of management who have extensive experience in project development and relationships with key partners. In late 2018, we hired CEO, Michael Crawford, to lead the Company. We recently hired a new Chief Financial Officer, Jason Krom, and a new Chief Commercial Officer, Edward Kiernan, and may make additional changes to our management team in the future.

As a result of the Mergers, there are changes contemplated to the composition of the board of directors of Holdings. Additionally, although the HOFV management team is currently anticipated to become the management team of Holdings, there may be changes to the management team of Holdings, as well. The ability of new members of our

management team and Board of Directors to quickly expand their knowledge of the Company, our business plans, operations, strategies and challenges will be critical to their ability to make informed decisions about our strategy and operations. If our management team is not sufficiently informed to make such decisions, our ability to compete effectively and profitably could be adversely affected. In addition, changes in our management team may be disruptive to, or cause uncertainty in, our business and the vision of the Company, and could have a negative impact on our ability to complete the construction and development components of the Company in a timely and cost-effective manner and to manage and grow our business effectively. Any such disruption or uncertainty or difficulty in efficiently and effectively filling key management roles could have a material adverse impact on HOFV’s business and results of operations.

Our business depends on the brand of the Pro Football Hall of Fame.

The success of HOFV is substantially dependent upon the continued success of the brand of the Pro Football Hall of Fame, and our ability to continue to secure favorable contracts with and maintain a good working relationship with PFHOF. We have entered into several agreements with PFHOF, including: (i) a First Amended and Restated License agreement, dated September 16, 2019 (the “License Agreement”), and (ii) a Media License Agreement, dated November 12, 2019 (the “Media License Agreement”). See “Certain Relationships and Related Person Transactions — HOFV’s Related Person Transactions.” If we were to lose or have to renegotiate the License Agreement or the Media License Agreement our business may be adversely affected.

Changes in consumer tastes and preferences for sports and entertainment products could reduce demand for our offerings and products and adversely affect the profitability of our business.

The success of our business depends on our ability to consistently provide, maintain and expand attractions and events as well as create and distribute media programming, online material and consumer products that meet changing consumer preferences. Consumers who are fans of professional football will likely constitute a substantial majority of the attendance to Johnson Controls Hall of Fame Village, and our success depends in part on the continued popularity of professional football and on our ability to successfully predict and adapt to tastes and preferences of this consumer group. If our sports and entertainment offerings and products do not achieve sufficient consumer acceptance or if consumer preferences change or consumers are drawn to other spectator sports and entertainment options, our business, financial condition or results of operations could be materially adversely affected. In the past, we have hosted major professional football events, as well as other musical and live entertainment events, and we can provide no assurance that we will be able to continue to host such events.

Incidents or adverse publicity concerning Johnson Controls Hall of Fame Village could harm our reputation as well as negatively impact our revenues and profitability.

Our reputation is an important factor in the success of our business. Our ability to attract and retain guests depends, in part, upon the external perceptions of our company, the brands we are associated with, the quality of Johnson Controls Hall of Fame Village and its services and our corporate and management integrity. If market recognition or the perception of Johnson Controls Hall of Fame Village diminishes, there may be a material adverse effect on our revenues, profits and cash flow. In addition, the operations of Johnson Controls Hall of Fame Village, particularly the indoor waterpark, involve the risk of accidents, illnesses, environmental incidents and other incidents which may negatively affect the perception of guest and employee safety, health, security and guest satisfaction and which could negatively impact our reputation, reduce attendance at our facilities and negatively impact our business and results of operations.

We rely on sponsorship contracts to generate revenues.

We will receive a portion of our annual revenues from sponsorship agreements, including the sponsorship and naming rights agreement, dated as of November 17, 2016 (the “Naming Rights Agreement”) by and among HOFV, PFHOF and Johnson Controls, Inc., a Wisconsin corporation (“Johnson Controls”), the sponsorship and services agreement, dated as of December 19, 2018 (the “Constellation Sponsorship Agreement”) by and among HOFV, PFHOF and Constellation NewEnergy, Inc., a Delaware corporation (“Constellation”), and other sponsorship agreements for various content, media and live events produced at Johnson Controls Hall of Fame Village such as title, official product and promotional partner sponsorships, billboards, signs and other media. We are continuously in negotiations with existing sponsors and actively seeking new sponsors as there is significant competition for sponsorships. Some of our live events may not secure a title sponsor, may not secure a sufficient number of sponsorships on favorable terms, or may not secure sponsorships sufficiently enough in advance of an event, which may lead to event cancellations or otherwise adversely affect the revenue generated from such events.

The Naming Rights Agreement is scheduled to expire on December 31, 2034, but provides termination rights both to (a) us and PFHOF and (b) Johnson Controls, which may be exercised if the construction and development components of the Company are not substantially completed on or before December 31, 2021 or in the event of a material breach. A material breach under the Naming Rights Agreement may include actions such as our failure to maintain and repair branding and advertising signage, our failure to meet our specified advertising obligations or otherwise provide adequate substitute benefits to Johnson Controls, our failure to provide Johnson Controls with the most prominent permanent and digital signage in aggregate in comparison to other founding sponsors, our entry into a sponsorship agreement with certain parties who are competitors of Johnson Controls, or Johnson Controls’ failure to pay fees or other amounts owed under the Naming Rights Agreement in a timely manner.

The Constellation Sponsorship Agreement is scheduled to expire on December 31, 2028, but provides termination rights both to (a) us and PFHOF and (b) Constellation, which may be exercised if a party would suffer material damage to its reputation by association with the other party or if there is an event of default. An event of default under the Constellation Sponsorship Agreement includes a party’s failure to perform its material obligations for 60 days after receiving written notice from the other party and failure to cure such default; a party’s becoming insolvent or filing a voluntary petition in bankruptcy; a party’s being adjudged bankrupt; an involuntary petition under any bankruptcy or insolvency law being filed against a party; a party’s sale, assignment or transfer all or substantially all of its assets (other than to an affiliate in the case of HOFV or PFHOF). Additionally, Constellation has a right to terminate the Constellation Sponsorship Agreement effective as of December 31, 2023 for failure to recover its investment in the form of new business, if it provides written notice on or prior to December 1, 2022.

Loss of our existing title sponsors or other major sponsorship agreements, including the Naming Rights Agreement and Constellation Sponsorship Agreement, or failure to secure sponsorship agreements in the future on favorable terms, could have a material adverse effect on our business, financial condition and results of operations.

We could be adversely affected by declines in discretionary consumer spending, consumer confidence and general and regional economic conditions.

Our success depends to a significant extent on discretionary consumer spending, which is heavily influenced by general economic conditions and the availability of discretionary income. In the past, severe economic downturns, coupled with high volatility and uncertainty as to the future global economic landscape, have had an adverse effect on consumers’ discretionary income and consumer confidence. Future volatile, negative or uncertain economic conditions and recessionary periods or periods of significant inflation may adversely impact attendance and guest spending levels at Johnson Controls Hall of Fame Village, which would materially adversely affect our business, financial condition and results of operations.

The Company will be located in Canton, Ohio. The concentration of our operations in this market exposes us to greater risks than if our operations were more geographically diverse. As a result, negative developments in the local economic conditions in the Midwest region, particularly those impacting travel, hotel or other real estate operations, could reduce guest attendance, negatively impact consumer spending, increase tenant defaults and otherwise have a material adverse effect on our profitability.

Other factors that can affect consumer spending and confidence include severe weather, hurricanes, flooding, earthquakes and other natural disasters, elevated terrorism alerts, terrorist attacks, military actions, air travel concerns, outbreaks of disease, and geopolitical events, as well as various industry and other business conditions, including an ever increasing number of sporting and entertainment options that compete for discretionary spending. Such factors or incidents, even if not directly impacting us, can disrupt or otherwise adversely impact the spending sentiment and interest of our present or potential customers and sponsors.

Johnson Controls Hall of Fame Village will operate in highly competitive industries and our revenues, profits or market share could be harmed if we are unable to compete effectively.

We will face substantial competition in each of our businesses. For example:

• The Hall of Fame waterpark, the Hall of Fame hotels, and the Hall of Fame retail promenade will compete for guests with other theme parks and resorts, such as Cedar Point, located in Sandusky, Ohio, and other theme parks, retail and tourist destinations in Ohio and around the country, and with other forms of entertainment, lodging, tourism and recreation activities;

• Tom Benson Hall of Fame Stadium, the National Youth Football & Sports Complex and the Center for Performance will compete with other facilities and venues across the region and country for hosting concerts, athletic events (including professional sports events, sports camps and tournaments) and other major conventions;

• Hall of Fame Media Company will compete (i) with other media and content producers to obtain creative and performing talent, sports and other programming content, story properties, advertiser support, distribution channels and market share and (ii) for viewers with other broadcast, cable and satellite services as well as with home entertainment products, new sources of broadband and mobile delivered content and internet usage; and

• The Center for Excellence will compete for tenants with other suppliers of commercial and/or retail space.

Competition in each of these areas may increase as a result of technological developments, changes in consumer preferences, economic conditions, changes in market structure and other factors that affect the recreation, entertainment, vacation, retail, tourism and leisure industries generally. Increased competition may divert consumers from Johnson Controls Hall of Fame Village to other forms of entertainment, which could reduce our revenue or increase our marketing costs. Our competitors may have substantially greater financial resources than we do, and they may be able to adapt more quickly to changes in consumer preferences or devote greater resources to promotion of their offerings and services or to development or acquisition of offerings and services that are perceived to be of a higher quality or value than our offerings and services. As a result, we may not be able to compete successfully against such competitors.

We may not be able to fund capital expenditures and investment in future attractions and projects.

A principal competitive factor for Johnson Controls Hall of Fame Village is the originality and perceived quality of its events, attractions and offerings. Even after completion of the various components of the Company, we will need to make continued capital investments through maintenance and the regular addition of new events, attractions and offerings. Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and to raise capital from third parties. We cannot assure you that our operations will be able to generate sufficient cash flow to fund such costs, or that we will be able to obtain sufficient financing on adequate terms, or at all, which could cause us to delay or abandon certain projects or plans.

The high fixed cost structure of the Company’s operations may result in significantly lower margins if revenues decline.

We expect a large portion of our operating expenses to be relatively fixed because the costs for full-time employees, maintenance, utilities, advertising and insurance will not vary significantly with attendance. These fixed costs may increase at a greater rate than our revenues and may not be able to be reduced at the same rate as declining revenues. If cost-cutting efforts are insufficient to offset declines in revenues or are impracticable, we could experience a material decline in margins, revenues, profitability and reduced or negative cash flows. Such effects can be especially pronounced during periods of economic contraction or slow economic growth.

Increased labor costs, labor shortages or labor disruptions could reduce our profitability.

Because labor costs are and will continue to be a major component of our operating expenses, higher labor costs could reduce our profitability. Higher labor costs could result from, among other things, labor shortages that require us to raise labor rates in order to attract employees, and increases in minimum wage rates. Higher employee health insurance costs could also adversely affect our profitability. Additionally, increased labor costs, labor shortages or labor disruptions by employees of our third-party contractors and subcontractors could disrupt our operations, increase our costs and affect our profitability.

Cyber security risks and the failure to maintain the integrity of internal or guest data could result in damages to our reputation, the disruption of operations and/or subject us to costs, fines or lawsuits.

We anticipate that we will collect and retain large volumes of internal and guest data, including credit card numbers and other personally identifiable information, for business purposes, including for transactional or target marketing and promotional purposes, and our various information technology systems enter, process, summarize and report such data. We also expect to maintain personally identifiable information about our employees. The integrity and protection of our guest, employee and company data will be critical to our business and our guests and employees are likely to have a

high expectation that we will adequately protect their personal information. The regulatory environment, as well as the requirements imposed on us by the credit card industry, governing information, security and privacy laws is increasingly demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase our operating costs and/or adversely impact our ability to market our theme parks, products and services to our guests.

We also expect to rely on accounting, financial and operational management information technology systems to conduct our operations. If these information technology systems suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely manner, our business, financial condition and results of operations could be materially adversely affected.

We may face various security threats, including cyber security attacks on our data (including our vendors’ and guests’ data) and/or information technology infrastructure. Although we will utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent penetrations or disruptions to our systems. Furthermore, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss, fraudulent or unlawful use of guest, employee or company data which could harm our reputation or result in remedial and other costs, fines or lawsuits and require significant management attention and resources to be spent. In addition, our insurance coverage and indemnification arrangements that we enter into, if any, may not be adequate to cover all the costs related to cyber security attacks or disruptions resulting from such events. To date, cyber security attacks directed at us have not had a material impact on our financial results. Due to the evolving nature of security threats, however, the impact of any future incident cannot be predicted.

Investors are subject to litigation risk and their respective investments in the shares of Holdings may be lost as a result of legal liabilities of HOFV or its affiliates.

HOFV or its affiliates may from time to time be subject to claims by third parties and may be plaintiffs or defendants in civil proceedings, including in connection with the development and operations of the Company. In January 2018, several subcontractors who helped construct the Tom Benson Hall of Fame Stadium filed mechanics’ liens against the stadium. Although we have settled these particular claims, there can be no assurance that similar claims will not be brought in the future if we cannot generate the revenue that we forecast or raise sufficient capital to pay contractors in connection with constructing other components of the Project. The expense of prosecuting claims, for which there is no guarantee of success, and/or the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments, would generally be borne by HOFV and could result in the reduction or complete loss of all of the assets of HOFV, which could result in the loss of your entire investment.

Our business may be adversely affected by tenant defaults or bankruptcy.

Our business may be adversely affected if any future tenants at the Center for Excellence or Hall of Fame retail promenade default on their obligations to us. A default by a tenant may result in the inability of such tenant to re-lease space from us on economically favorable terms, or at all. In the event of a default by a tenant, we may experience delays in payments and incur substantial costs in recovering our losses. In addition, our tenants may file for bankruptcy or be involved in insolvency proceedings and we may be required to expense costs associated with leases of bankrupt tenants and may not be able to replace future rents for tenant space rejected in bankruptcy proceedings, which could adversely affect our properties. Any bankruptcies of our tenants could make it difficult for us to enforce our rights as lessor and protect our investment.

Fluctuations in real estate values may require us to write down the carrying value of our real estate assets or investments.

Real estate valuations are subject to significant variability and fluctuation. The valuation of our real estate assets or real estate investments is inherently subjective and based on the individual characteristics of each asset. Factors such as competitive market supply and demand for inventory, changes in laws and regulations, political and economic conditions and interest and inflation rate fluctuations subject our valuations to uncertainty. Our valuations are or will be made on the basis of assumptions that may not prove to reflect economic or demographic reality. If the real estate market deteriorates, we may reevaluate the assumptions used in our analyses. As a result, adverse market conditions may require us to write down the book value of certain real estate assets or real estate investments and some of those write-downs could be material. Any material write-downs of assets could have a material adverse effect on our financial condition and results of operations.

Our property taxes could increase due to rate increases or reassessments or the imposition of new taxes or assessments or loss of tax credits, which may adversely impact our financial condition and results of operations.

We are required to pay state and local real property taxes and assessments on our properties. The real property taxes and assessments on our properties may increase as property or special tax rates increase or if our properties are assessed or reassessed at a higher value by taxing authorities. In addition, if we are obligated to pay new taxes or if there are increases in the property taxes and assessments that we currently pay, our financial condition and results of operations could be adversely affected. We are relying on various forms of public financing to finance the development and operations of the Company.

Our insurance coverage may not be adequate to cover all possible losses that we could suffer and our insurance costs may increase.

We seek to maintain comprehensive insurance coverage at commercially reasonable rates. Although we maintain various safety and loss prevention programs and carry property and casualty insurance to cover certain risks, our insurance policies do not cover all types of losses and liabilities. There can be no assurance that our insurance will be sufficient to cover the full extent of all losses or liabilities for which we are insured, and we cannot guarantee that we will be able to renew our current insurance policies on favorable terms, or at all. In addition, if we or other theme park operators sustain significant losses or make significant insurance claims, then our ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected.

Our operations and our ownership of property subject us to environmental requirements, and to environmental expenditures and liabilities.

We incur costs to comply with environmental requirements, such as those relating to water use, wastewater and storm water management and disposal, air emissions control, hazardous materials management, solid and hazardous waste disposal, and the clean-up of properties affected by regulated materials.

We may be required to investigate and clean-up hazardous or toxic substances or chemical releases, and other releases, from current or formerly owned or operated facilities. In addition, in the ordinary course of our business, we generate, use and dispose of large volumes of water, which requires us to comply with a number of federal, state and local regulations and to incur significant expenses. Failure to comply with such regulations could subject us to fines and penalties and/or require us to incur additional expenses.

We cannot assure you that we will not incur substantial costs to comply with new or expanded environmental requirements in the future or to investigate or clean-up new or newly identified environmental conditions, which could also impair our ability to use or transfer the affected properties and to obtain financing.

The suspension or termination of, or the failure to obtain, any business or other licenses may have a negative impact on our business.

We maintain a variety of business licenses issued by federal, state and local authorities that are renewable on a periodic basis. We cannot guarantee that we will be successful in renewing all of our licenses on a periodic basis. The suspension, termination or expiration of one or more of these licenses could materially adversely affect our revenues and profits. Any changes to the licensing requirements for any of our licenses could affect our ability to maintain the licenses. In addition, we do not yet have all of the appropriate licenses required for our operations, including liquor licenses. The failure to obtain liquor or other licenses may negatively impact our business.

Delays or restrictions in obtaining permits for capital investments could impair our business.

Our capital investments require regulatory permits from one or more governmental agencies in order to build new theme parks, attractions and shows. Such permits are typically issued by state agencies, but federal and local governmental permits may also be required. The requirements for such permits vary depending on the location of such capital investments. As with all governmental permitting processes, there is a degree of uncertainty as to whether a permit will be granted, the time it will take for a permit to be issued, and the conditions that may be imposed in connection with the granting of the permit. Therefore, our capital investments in certain areas may be delayed, interrupted or suspended for varying lengths of time, causing a loss of revenue to us and adversely affecting our results of operations.

We recently received a subpoena request from the Auditor of the State of Ohio requesting documents related to the funding of the Tom Benson Hall of Fame Stadium, and we could in the future receive other subpoenas or requests related to this or other matters.

On March 26, 2019, we received an administrative subpoena (the “Subpoena”) from the Auditor of the State of Ohio (the “Ohio Auditor”). The Subpoena required us to furnish a broad range of documents related to the funding sources and disbursements relating to the construction of the Tom Benson Hall of Fame Stadium and related youth fields to the Ohio Auditor by April 30, 2019. We believe we have provided copies of all of the requested documents in our files on the compliance date in a timely manner, and we intend to continue to cooperate with the Ohio Auditor in its investigation of this matter. We believe the investigation is in its preliminary stages, however, we cannot predict the ultimate scope, duration or outcome or any findings the Ohio Auditor may make as part of its investigation. We could in the future receive other regulatory or governmental information requests or subpoenas, or be subject to other actions, investigations or proceedings, the outcome of which could materially adversely affect our business or prospects.

The maturity date of our $65 million Term Loan, which is secured by substantially all of our assets, was recently extended to October 31, 2020; however, we have previously received notices of default under this agreement (which previous defaults were waived). While we are currently no longer in default, there can be no assurance that we will be able to repay the obligation upon maturity or otherwise avoid a future default.

We entered into a $65 million Term Loan on March 20, 2018 with various lenders party thereto and GACP Finance Co., LLC (“GACP”), as administrative agent. On August 17, 2018, we received a notice of default from GACP (which default was waived) due to our failure to receive cash proceeds from the issuance to us of a permitted loan, or the issuance by us of equity, in an aggregate net amount of not less than $75 million by August 15, 2018 (the “Fundraising Obligation”). Pursuant to an amendment entered into on September 14, 2018, the deadline for the Fundraising Obligation was extended to December 31, 2018 and the interest rate paid to the lenders was increased to 11% per annum above the prime rate from August 1, 2018 onwards. Pursuant to an amendment entered into on February 19, 2019, the terms of the Fundraising Obligations were further revised and the deadline for the Fundraising Obligations was extended to March 1, 2019 (or the Maturity Date, if certain requirements have been met), and the Fundraising Obligation covenant was fully and permanently waived in connection with the deadline extension. We entered into another amendment to the Term Loan on August 15, 2019, which extended the maturity date of the Term Loan to September 13, 2019. On September 17, 2019, we received a notice of default from GACP due to our failure to pay the principal balance of the Term Loan together with interest, fees and other costs in full. We entered into another amendment to the Term Loan on November 16, 2019, which further extended the maturity date of the Term Loan to October 31, 2020 (provided that upon consummation of the Mergers, the Term Loan immediately becomes due and payable in full), and the applicable interest rate paid to the lenders was increased to 12% per annum. The Term Loan is currently no longer in default.

While we expect to secure sufficient capital in connection with the Mergers and Anticipated Future Debt in order to substantially repay our indebtedness under our Term Loan, currently, we do not have the capital to repay the principal of the Term Loan upon maturity and we cannot provide any assurance that we will be able to source such capital by the Term Loan maturity date. Our inability to repay the obligations under the Term Loan when due would result in another default under the Term Loan, which, if enforced, would (a) cause all obligations under the Term Loan to become immediately due and payable and (b) grant GACP, as administrative agent, the right to take any or all actions and exercise any remedies available to a secured party under the relevant documents or applicable law or in equity, including commencing foreclosure proceedings on our properties. However, Industrial Realty Group and HOFV are currently awaiting consent from the Tranche 1 and Tranche 2 Term Loan Lenders on a form of loan purchase agreement pursuant to which Industrial Realty Group or its affiliate might (in its sole discretion) purchase such lenders’ interests in the Term Loan (for a purchase price equal to the outstanding principal and accrued interest due in respect thereof at the purchase date) (the “Loan Purchase Agreement”). To the extent HOFV does not have sufficient funds to pay all or a portion of the amounts due under the Term Loan at the closing of the Business Combination, an affiliate of Industrial Realty Group has guaranteed to pay all of such amounts on HOFV’s behalf. In such case, at Industrial Realty Group’s option, Industrial Realty Group or its affiliate could (i) elect to purchase the interests of the Tranche 1 and Tranche 2 Term Loan Lenders under the Loan Purchase Agreement whereby Industrial Realty Group or its affiliate would become the sole Term Loan lender (and the Term Loan would survive the Business Combination); or (ii) elect to advance funds under the IRG November Note, a subordinated promissory note in an amount up to $30,000,000, entered into on February 7, 2020, effective as of November 27, 2019, between HOFV, as borrower, and Industrial Realty Group, as lender. As of the date hereof, $20.4 million has been advanced by Industrial Realty Group, of which $3.20 million is expected to be

classified as “New ACC Funded Debt”, $2 million is expected to be classified as IRG “preferred equity”, $0.10 million is expected to be classified as “ACC Funded Debt” and the remainder of $15.1 million is expected to be the balance on the IRG November Note. Any other future advances under the IRG November Note require the approval of both HOFV and Industrial Realty Group (each in their sole discretion), except for advances required to prevent a default by HOFV under the Term Loan (which advances Industrial Realty Group may make without HOFV’s consent). HOFV and Industrial Realty Group have reached an agreement that, in the event that Industrial Realty Group or any of its affiliates or related entities advance funds to pay off the Term Loan under the guaranty or otherwise and assume the role of Lender (as defined in the Term Loan agreement), (i) any requirement that the Term Loan be repaid in full upon closing of the Mergers will be waived, (ii) any interest would be payable in kind until June 1, 2020, after which date interest payments would be due monthly in cash, and (iii) the remaining balance of the Term Loan, including any accrued interest and fees would be due in full on October 31, 2020.

The IRG November Note is intended to provide HOFV with available funding that can help prevent a default under the Term Loan and, if approved by Industrial Realty Group and HOFV and not otherwise depleted, to provide additional working capital to HOFV and/or to pay all or some portion of the remaining balance of the Term Loan.

There can be no assurance that HOFV will be able to meet certain construction deadlines under a Letter of Representations, which could cause a cross-default under the Term Loan.

If the construction is delayed for any reason and HOFV does not meet certain construction deadlines, HOFV could be in breach of a letter of representations agreement with the Canton City School District and Stark County Port Authority (the “Letter of Representations”). A breach of the Letter of Representations would cause a cross-default under the Term Loan. If HOFV defaults on its obligations under the Term Loan, GACP could accelerate the entire amount of the Term Loan, declare the unpaid balance (plus interest, fees and expenses) immediately due and payable and take other action to enforce the Term Loan, including foreclosure of substantially all of HOFV’s assets that secure the Term Loan. An affiliate of Industrial Realty Group has guaranteed certain payment obligations of HOFV under the Term Loan in the event of a default by HOFV. Additionally, HOFV and Industrial Realty Group have reached an agreement that in the event that Industrial Realty Group or any of its affiliates or related entities advance funds to pay off the Term Loan under the guaranty or otherwise and assume the role of Lender (as defined in the Term Loan agreement), (i) any requirement that the Term Loan be repaid in full upon closing of the Mergers will be waived, (ii) any interest would be payable in kind until June 1, 2020, after which date interest payments would be due monthly in cash, and (iii) the remaining balance of the Term Loan, including any accrued interest and fees would be due in full on October 31, 2020.

In connection with the Term Loan, HOFV entered into a mortgage granting a security interest in its rights to certain premises that HOFV leases from the Canton City School District and Stark County Port Authority. The Letter of Representations provides that any lien created by the mortgage or any other security interest granted in such premises in connection with the Term Loan will attach only to HOFV’s and the other Borrowers’ interest in such premises and would remain subordinate to and not disturb the rights and interests of the City of Canton, Ohio, the Canton City School District, Stark County Port Authority, Pro Football Hall of Fame, the State of Ohio, Plain Local School District, the Canton Symphony Orchestra, and persons identified as benefitted parties under any tax increment financing (TIF) revenue bond declaration. Additionally, the Letter of Representations provides that HOFV and its relevant affiliates will remain bound to fulfil their respective obligations under the existing ground leases, project leases and certain other agreements with the Canton City School District and Stark County Port Authority and that HOFV will cause certain payments to be made to Canton City School District and Stark County Port Authority.

Our projection to have limited indebtedness at the Closing of the Mergers relies upon certain assumptions that are subject to uncertainty. If we do not receive sufficient capital in connection with the Mergers and/or Anticipated Future Debt in order to substantially repay our indebtedness, our indebtedness may have a material adverse effect on our business, our financial condition and results of operations and our ability to secure additional financing in the future, and we may not be able to raise sufficient funds to repay our indebtedness.

We have projected that we will have sufficient funds at the Closing from the proceeds of the GPAQ Trust Account and a possible private financing transaction to repay substantially all of HOFV’s indebtedness from borrowings. Any such projection, however, relies upon limited redemptions of GPAQ’s stockholders, and our ability to raise proceeds from a private financing transaction, both of which are subject to uncertainty. As a result, HOFV has sought out the Anticipated Future Debt to among other things, repay the Term Loan in full upon consummation of the Mergers.

As of September 30, 2019, HOFV’s capital structure includes debt and debt-like obligations consisting of the following principal amounts:

• approximately $65.0 million of secured indebtedness outstanding under the Term Loan (approximately $15.0 million of which is the principal portion of what is referred to herein and in the Merger Agreement as the IRG, LLC Funded Debt Commitments);

• approximately $9.8 million of indebtedness to Development Finance Authority of Summit County, Ohio, representing tax-increment financing proceeds;

• approximately $6.7 million of mezzanine indebtedness outstanding pursuant to an unsecured promissory note in favor of American Capital Center, LLC (f/k/a IRG GY Mezz Holder LLC) (such indebtedness is referred to herein and in the Merger Agreement as ACC Funded Debt Commitments);

• $95.5 million of indebtedness representing a “preferred equity” loan to HOFV from American Capital Center, LLC (such indebtedness comprises a portion of the “Company Contributed Capital Amount” under the Merger Agreement);

• approximately $11.0 million of indebtedness outstanding pursuant to a loan and security agreement by and among JCIHOFV Financing, LLC (a wholly-owned subsidiary of the Company), HOFV, PFHOF, other lenders and Wilmington Trust, National Association, as agent, collateralized by the Sponsorship and Naming Rights Agreement with Johnson Controls, Inc.;

• approximately $16.6 million of 10.0% unsecured subordinated convertible notes (referred to herein and the Merger Agreement as “Company Convertible Notes”), of which approximately $2.1 million are classified as “New Company Convertible Notes” under the Merger Agreement;

• approximately $1.3 million of indebtedness outstanding pursuant to a promissory note, dated July 10, 2017, by HOFV in favor of PFHOF; and

• approximately $2.7 million in advances from affiliates of Industrial Realty Group.

Subsequent to September 30, 2019 through February 7, 2020, HOFV entered into additional debt obligations of the following amounts:

• $15.1 million under a loan facility of up to $30 million with Industrial Realty Group;

• $2.7 million in advances from affiliates of Industrial Realty Group;

• $1.9 million to Home Federal Savings and Loan Association of Niles and approximately $1.8 million to an affiliate of Industrial Realty Group in connection with the Company’s purchase of the McKinley Grand Hotel in Canton, Ohio, on October 22, 2019; and

• approximately $0.4 million drawn on a loan facility of up to $3.0 million with New Market Project, Inc., the proceeds of which are to be used for the development of the McKinley Grand Hotel.

If we do not have sufficient proceeds in the GPAQ Trust Account, from a private financing transaction and/or from Anticipated Future Debt at the closing of the Mergers to substantially repay our indebtedness, our indebtedness could subject us to many risks that, if realized, would adversely affect us, including the following:

• our cash flows from operations are currently insufficient to make required payments of principal of and interest on the debt, and a failure to pay would likely result in acceleration of such debt and could result in cross accelerations or cross defaults on other debt;

• our debt may increase our vulnerability to adverse economic and industry conditions;

• to the extent that we generate and use any cash flow from operations to make payments on our debt, it will reduce our funds available for operations, development, capital expenditures and future investment opportunities or other purposes;

• debt covenants limit our ability to borrow additional amounts, including for working capital, capital expenditures, debt service requirements, executing our development plan and other purposes;

• restrictive debt covenants may limit our flexibility in operating our business, including limitations on our ability to make certain investments; incur additional indebtedness; create certain liens; incur obligations that restrict the ability of our subsidiaries to make payments to us; consolidate, merge or transfer all or substantially all of our assets; or enter into transactions with affiliates;

• to the extent that our indebtedness bears interest at a variable rate, we are exposed to the risk of increased interest rates;

• debt covenants may limit our subsidiaries’ ability to make distributions to us;

• causing an event of default under the Term Loan if it is not repaid in full upon closing of the Mergers; and

• if any debt is refinanced, the terms of any refinancing may not be as favorable as the terms of the debt being refinanced.

If we do not have sufficient funds to repay our debt at maturity, it may be necessary to refinance the debt through additional debt or equity financings. If, at the time of any refinancing, prevailing interest rates or other factors result in a higher interest rate on such refinancing, increases in interest expense could adversely affect our cash flows and results of operations. If we are unable to refinance our debt on acceptable terms or at all, we may be forced to dispose of uncollateralized assets on disadvantageous terms, postpone investments in the development of our properties or the Project or default on our debt. In addition, to the extent we cannot meet any future debt service obligations, we will risk losing some or all of our assets that are pledged to secure such obligations.

Our business plan requires additional liquidity and capital resources that might not be available on terms that are favorable to us, or at all.

While our strategy assumes that we will receive sufficient capital in connection with the Mergers and Anticipated Future Debt in order to have sufficient working capital, we currently do not have available cash and cash flows from operations to provide us with adequate liquidity for the near-term or foreseeable future. Our current projected liabilities exceed our current cash projections and we have very limited cash flow from current operations. We therefore will require additional capital and/or cash flow from future operations to fund the Company, our debt service obligations and our ongoing business. There is no assurance that we will be able to raise sufficient additional capital or generate sufficient future cash flow from our future operations to fund the Project, our debt service obligations or our ongoing business. If the amount of capital we are able to raise, together with any income from future operations, is not sufficient to satisfy our liquidity and capital needs, including funding our current debt obligations, we may be required to abandon or alter our plans for the Company. If we are unable to continue as a going concern, we may have to liquidate our assets, or be foreclosed upon, and may receive less than the value at which those assets are carried on our consolidated financial statements, and it is likely that investors in the Holdings shares will lose all or a part of their investment. We have previously received notices of default under our $65 million Term Loan, which is secured by substantially all of our assets (which previous defaults were waived). While the loan documents have been amended to extend the maturity date and bring the loan back into performing status and an affiliate of Industrial Realty Group has guaranteed certain payment obligations of the Company under the Term Loan, there can be no assurance that we will be able to repay the obligation upon maturity or otherwise avoid a future default.

Our ability to obtain necessary financing may be impaired by factors such as the health of and access to capital markets, our limited track record and the limited historical financial information available, or the substantial doubt about our ability to continue as a going concern. Any additional capital raised through the sale of additional Holdings shares, convertible debt or other equity may dilute the ownership percentage of Holdings shareholders.

We will have to increase leverage to develop the Company, which could further exacerbate the risks associated with our substantial indebtedness.

While we anticipate using a certain amount of capital received in connection with the Mergers to initially pay down outstanding debt, we will have to take on substantially more debt to complete the construction of the Company. We may incur additional indebtedness from time to time in the future to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If and when we incur additional indebtedness, the risks related to our indebtedness could intensify.

We may not be able to generate sufficient cash flow from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to generate a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. Until such time as we can service our indebtedness with cash flow from operations, we intend to service our indebtedness from other sources.

If our cash flows, cash on hand and other capital resources are insufficient to fund our debt service obligations, we could face continued and future liquidity concerns and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional indebtedness or equity capital, or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The Term Loan restricts our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise indebtedness or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. However, on February 7, 2020, we entered into the IRG November Note, a subordinated promissory note in an amount up to $30,000,000 entered into effective as of November 27, 2019, between HOFV, as borrower, and Industrial Realty Group, as lender, which will provide HOFV with available funding that can help prevent a default under the Term Loan.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations.

An affiliate of Industrial Realty Group has guaranteed certain payment obligations of HOFV under the Term Loan in the event of a default by HOFV. Additionally, HOFV and Industrial Realty Group have reached an agreement that in the event that Industrial Realty Group or any of its affiliates or related entities advance funds to pay off the Term Loan under the guaranty or otherwise and assume the role of Lender (as defined in the Term Loan agreement), (i) any requirement that the Term Loan be repaid in full upon closing of the Mergers will be waived, (ii) any interest would be payable in kind until June 1, 2020, after which date interest payments would be due monthly in cash, and (iii) the remaining balance of the Term Loan, including any accrued interest and fees would be due in full on October 31, 2020. If we cannot make scheduled payments on our indebtedness, we will be in default and holders of such indebtedness could declare all outstanding principal and interest to be due and payable, the lenders under the Term Loan could terminate their commitments to loan money, other indebtedness could be accelerated and we could be forced into bankruptcy or liquidation.

Risks Relating to GPAQ, Holdings and the Business Combination

Unless the context otherwise indicates ore requires, as used in this section, the terms “we,” “our” or “us” refer to GPAQ or Holdings, as applicable.

If we do not consummate the Business Combination and fail to complete an initial business combination by the Extended Date (assuming GPAQ exercises the option to extend for an additional 30 days after February 29, 2020), GPAQ will have to cease all operations except for the purpose of winding up and redeem all of its public shares for their pro rata portions of the Trust Account and liquidate, or seek approval of its stockholders to further extend the termination date.

January 29, 2020 to February 29, 2020, plus an option for GPAQ to further extend such date for an additional 30 days (the latest such date being referred to as the “Extended Date”).

If we do not consummate the Business Combination and fail to complete an initial business combination by the Extended Date (assuming GPAQ exercises the option to extend for an additional 30 days thereafter), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay 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 liquidating 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 of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.10 per share, and our warrants will expire and be worthless. If third parties bring claims against GPAQ, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share. In certain circumstances (where a third party brings a claim against us that our Sponsor is unable to indemnify), our public stockholders may receive less than $10.10 per share on the redemption of their shares.

Following the consummation of the Business Combination, Holdings’ only significant asset will be ownership of 100% of Newco and does not currently intend to pay dividends on its common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of Holdings Common Stock.

Following the consummation of the Business Combination, Holdings will have no direct operations and no significant assets other than the ownership of 100% of Newco. Holdings will depend on Newco for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, and to pay any dividends with respect to its common stock. Legal and contractual restrictions may limit Holdings’ ability to obtain cash from Newco. Thus, Holdings does not expect to pay cash dividends on its common stock. Any future dividend payments are within the absolute discretion of the board of directors of Holdings and will depend on, among other things, Holdings’ results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that its board of directors may deem relevant.

GPAQ will incur significant transaction and transition costs in connection with the Business Combination. If GPAQ fails to consummate the Business Combination, it may not have sufficient cash available to pay such costs.

GPAQ expects to incur significant, non-recurring costs in connection with consummating the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed. GPAQ’s transaction expenses as a result of the Business Combination are currently estimated at approximately $4.125 million, which is comprised of costs relating to fees associated with legal, audit, printing and mailing this proxy statement/prospectus, investor relations, insurance, contributions to the Trust Account in connection with the extension of the deadline to complete an initial business combination and other operating costs related to the Business Combination. HOFV estimates its Business Combination costs to be approximately $2.25 million. If GPAQ and HOFV do not consummate the Business Combination, each party will be required to pay its own fees and expenses, and GPAQ likely will not have sufficient cash available to pay its fees and expenses unless and until it completes a subsequent business combination transaction.

The working capital available to the post-combination business after the Business Combination will be reduced to the extent GPAQ’s stockholders exercise their redemption rights in connection with the Business Combination and will also be reduced to the extent of HOFV’s debt to be repaid at the Closing and HOFV’s and GPAQ’s transaction expenses, which will be payable by the post-combination company. This may adversely affect the business and future operations of Holdings.

Significant uncertainties exist regarding the amount of additional cash, if any, that may be available to fund HOFV’s operations as a result of the Mergers and the other transactions described in this proxy statement/prospectus. GPAQ has approximately $85.75 million in its Trust Account as of January 31, 2020; however, existing GPAQ shareholders

will have the right to elect to have their shares redeemed for cash as a part of the voting on the Mergers. In addition, GPAQ shareholders will have the right to elect to have their shares redeemed for cash as part of the voting on the Second Extension. It is not possible at this time to predict how many existing GPAQ shareholders will exercise this redemption right, and therefore it is not possible at this time to predict how much cash will be held in the GPAQ Trust Account immediately following closing.

In connection with the Mergers and subsequent public market launch, the parties contemplate one or more private placements of equity securities of Holdings at or immediately after closing, although the success of any such offering or the amount that may be raised in any such offering is unknown at this time.

After giving effect to the conversion of certain outstanding debt and related party payables as provided in the Merger Agreement (assuming that all holders of Founders Notes elect to convert those Notes at the Effective Time, though at present no holders have formally committed to doing so) it is anticipated that HOFV will have approximately $67,000,000 of secured debt outstanding (principally under the Term Loan). In addition, the parties estimate that they will have combined transaction related expenses (primarily legal, accounting and financial advisory fees and expenses) of approximately $6.375 million (See preceding Risk Factor). Immediately following the Effective Time, Holdings intends to use a combination of (i) cash remaining in the Trust Fund, (ii) cash on hand at HOFV, (iii) cash proceeds of a PIPE equity investment (if any), and the cash proceeds of any additional subordinated financing completed prior to the Effective Time, to retire HOFV’s outstanding secured debt, pay transaction expenses and fund HOFV’s near term working capital requirements.

The unaudited pro forma financial information included in this proxy statement/prospectus may not be indicative of what the actual financial position or results of operations of the post-combination company would have been.

The unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the actual financial position or results of operations of the post-combination company would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Combined Financial Information” for more information.

GPAQ may waive one or more of the conditions to the Business Combination.

GPAQ may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the Business Combination, to the extent permitted by its existing charter and applicable laws. For example, it is a condition to GPAQ’s obligation to close the Business Combination that each of the covenants of HOFV and Newco to be performed as of or prior to the Closing having been performed in all material respects. However, if GPAQ’s board of directors determines that any such breach is not material, then it may elect to waive that condition and close the Business Combination. In deciding to waive one or more conditions to the Business Combination, GPAQ’s directors have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of GPAQ’s public stockholders. See “— The Sponsor, directors and officers of GPAQ have conflicts of interest in determining to pursue the Business Combination with HOFV, since certain of their interests, and certain interests of their affiliates and associates, are different from or in addition to (and which may conflict with) the interests of GPAQ’s stockholders.” Under applicable law and GPAQ’s amended and restated certificate of incorporation, GPAQ is not able to waive the condition that its stockholders approve the Business Combination.

The Sponsor, directors and officers of GPAQ have conflicts of interest in determining to pursue the Business Combination with HOFV, since certain of their interests, and certain interests of their affiliates and associates, are different from or in addition to (and which may conflict with) the interests of GPAQ’s stockholders.

The Sponsor, officers and directors of GPAQ, have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of GPAQ’s public stockholders, which may result in a conflict of interest. These interests include:

• 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.

GPAQ has not obtained an opinion from an independent investment banking firm, and consequently, there is no assurance from an independent source that the price GPAQ is paying for HOFV is fair to its stockholders from a financial point of view.

GPAQ is not required to and has not obtained an opinion from an independent investment banking firm that the price it is paying for HOFV is fair to its stockholders from a financial point of view. In analyzing the Business Combination, GPAQ’s board and management conducted due diligence on HOFV and researched the industry in which HOFV operates and concluded that the Business Combination was in the best interest of GPAQ’s stockholders. Accordingly, investors will be relying solely on the judgment of GPAQ’s board of directors in valuing HOFV’s business, and the board of directors may not have properly valued such business.

GPAQ and Holdings will not have any right to make damage claims against HOFV, Newco or the Newco Holders for the breach of any representation, warranty or covenant made by HOFV or Newco in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the closing of the Business Combination, except for those covenants contained therein that by their terms apply or are to be performed in whole or in part after the closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the closing, except for covenants to be performed in whole or in part after the closing. As a result, GPAQ and Holdings will have no remedy available to it if the transactions are consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by HOFV or Newco at the time of the transactions.

GPAQ’s and Holdings’ ability to successfully effect the Business Combination and successfully operate the combined business thereafter will be largely dependent upon the efforts of certain key personnel, including the key personnel of HOFV, all of whom are expected to stay with the post-combination business following the Business Combination. The loss of such key personnel could negatively impact the operations and profitability of the post-combination business.

GPAQ’s and Holdings’ ability to successfully effect the Business Combination and successfully operate the business is dependent upon the efforts of certain key personnel, including key personnel of HOFV, particularly Messrs. Crawford, Krom and Kiernan. It is currently anticipated that Holdings will be offering a new employment agreement to key personnel. It is possible that the post-combination business will lose some key personnel, the loss of which could negatively impact the operations and profitability of the post-combination business. Furthermore, while GPAQ has scrutinized individuals it intends to engage to stay with the post-combination business following the Business Combination, its assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause the combined entity to have to expend time and resources helping them become familiar with such requirements.

The Newco Holders will have significant influence over us after completion of the Business Combination.

Upon completion of the Business Combination, assuming there are no redemptions and other assumptions described in this proxy statement/prospectus, the Newco Holders will collectively beneficially own approximately 72.4% of Holdings’ issued and outstanding capital stock. Although there is no voting trust agreement between the Newco Holders, as long as the Newco Holders own or control a significant percentage of outstanding voting power, they will have the ability to strongly influence all corporate actions requiring stockholder approval, including the election and removal of directors, any amendment of Holdings’ certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of Holdings’ assets.

GPAQ’s public stockholders will experience dilution as a consequence of, among other transactions, the issuance of Holdings Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that GPAQ’s current stockholders have on the management of the post-combination business.

The issuance of the Holdings Common Stock in the Business Combination will dilute the equity interest of our existing public stockholders and may adversely affect prevailing market prices for Holdings Common Stock and/or Holdings Warrants. It is anticipated that, upon completion of the Business Combination and if there are no redemptions by GPAQ’s public stockholders, assuming a closing date of March 30, 2020, GPAQ’s public stockholders will own approximately 21.8% 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, based on funds in the Trust Account of approximately $85.75 million on January 31, 2020, GPAQ’s remaining public stockholders will own approximately 1.6% of the outstanding capital stock of Holdings. The ownership percentage with respect to Holdings following the Business Combination 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 (1) Holdings Warrants to purchase Holdings Common Stock that will remain outstanding immediately following the Business Combination or (2) the issuance of any shares upon completion of the Business Combination under the Incentive Plan. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company’s existing public stockholders in the post-combination company will be different.

Subsequent to the completion of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

Even though GPAQ conducted extensive due diligence on HOFV, there can be no assurance that this diligence surfaced all material issues that may be present inside or otherwise relate to the business of HOFV, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of HOFV and outside of GPAQ’s control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute

to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders who choose to remain stockholders following our Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

A market for Holdings’ securities may not continue, which would adversely affect the liquidity and price of our securities.

Following the Business Combination, the price of our securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for our securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of our securities after the Business Combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, on November 4, 2019, GPAQ received a written notice from the Listing Qualifications Department of Nasdaq indicating that GPAQ was not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires GPAQ to have at least 300 public holders for continued listing on the Nasdaq Capital Market. The November 4th notice states that GPAQ has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. GPAQ submitted a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe on December 19, 2019. If Nasdaq accepts GPAQ’s plan, Nasdaq may grant GPAQ an extension of up to 180 calendar days from the date of the November 4th notice to evidence compliance with the Minimum Public Holders Rule. On January 8, 2020, GPAQ received another written notice from the Listing Qualifications Department of Nasdaq indicating that GPAQ was not in compliance with Listing Rules 5620(a) and 5810(c)(2)(G) (the “Annual Shareholders Meeting Rule”), which requires GPAQ to hold an annual meeting of shareholders within twelve months of the end of GPAQ’s fiscal year end for continued listing on the Nasdaq Capital Market. The January 8th notice states that GPAQ has 45 calendar days to submit a plan to regain compliance with the Annual Shareholders Meeting Rule. GPAQ intends to submit a plan to regain compliance with the Annual Shareholders Meeting Rule within the required timeframe on or before February 22, 2020. GPAQ had delayed the holding of its annual meeting of stockholders due to the pendency of the proposed business combination. If Nasdaq accepts GPAQ’s plan, Nasdaq may grant GPAQ an exception of up to 180 calendar days from the fiscal year end, or June 29, 2020, to regain compliance with the Annual Shareholders Meeting Rule. If Nasdaq does not accept GPAQ’s plans for the Minimum Public Holders Rule and/or the Annual Shareholders Meeting Rule, GPAQ will have the opportunity to appeal such decision in front of a Nasdaq Hearings Panel. Nevertheless, if GPAQ’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

There can be no assurance that the Holdings Common Stock and warrants that will be issued in connection with the Business Combination will be approved for listing on the Nasdaq Capital Market following the closing of the Business Combination, or that we will be able to comply with the continued listing standards of Nasdaq.

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’ continued eligibility for listing may depend on the number of GPAQ’s public shares that are redeemed. If, after the Business Combination, Nasdaq delists our common stock from trading on its exchange for failure to meet the listing standards such as the minimum public shareholders requirement or for failure to hold an annual shareholders meeting, we and our stockholders could face significant material adverse consequences including:

• limited availability of market quotations for our securities;

• reduced liquidity for Holdings’ securities;

• a determination that the Holdings Common Stock is a “penny stock” which will require brokers trading in the Holdings Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Holdings’ securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

If GPAQ is unable to complete an initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of the Trust Account (or less than $10.10 per share in certain circumstances where a third party brings a claim against us that our Sponsor is unable to indemnify), and our warrants will expire and be worthless.

The current deadline for GPAQ to consummate its initial business combination is February 29, 2020, plus an option for the Company to further extend such date for an additional 30 days. If we do not consummate the Business Combination and fail to complete an initial business combination by the Extended Date (assuming the Company exercises the option to extend for an additional 30 days), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders. In such case, our public stockholders may receive only approximately $10.10 per share on the liquidation of the Trust Account (or less than $10.10 per share in certain circumstances where a third-party brings a claim against us that our Sponsor is unable to indemnify (as described above)) and our warrants will expire and be worthless.

Even if we consummate the Business Combination, there is no guarantee that the Holdings public warrants issued in exchange for the GPAQ public warrants will ever be in the money, and they may expire and be worthless.

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. The exercise price for the GPAQ warrants is $11.50 per share of common stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire and be worthless.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Anti-takeover provisions contained in Holdings’ Amended and Restated Certificate of Incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Holdings’ amended and restated certificate of incorporation as will be in effect upon consummation of the Business Combination will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions will include:

• no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

• a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of the Board;

• the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board;

• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; and

• the requirement that a meeting of stockholders may only be called by members of our Board or the stockholders holding a majority of our shares, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.

Holdings’ Amended and Restated Certificate of Incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Holdings’ amended and restated certificate of incorporation as will be in effect upon consummation of the Business Combination will require, to the fullest extent permitted by law, that derivative actions brought in Holdings’ name, actions against directors, officers, stockholders and employees for breach of fiduciary duty, actions under the Delaware general corporation law or under its amended and restated certificate of incorporation, or actions asserting a claim governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act of 1934, as amended. Accordingly, such exclusive forum provision will not relieve Holdings of its duties to comply with the federal securities laws and the rules and regulations thereunder, and Holdings’ stockholders will not be deemed to have waived its compliance with these laws, rules and regulations.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in Holdings’ amended and restated certificate of incorporation. This choice of forum provision does not exclude stockholders from suing in federal court for claims under the federal securities laws but may limit a stockholder’s ability to bring such claims in a judicial forum that it finds favorable for disputes with Holdings or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.

Alternatively, if a court were to find the choice of forum provision contained in Holdings’ amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, Holdings may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Risks Relating to Redemption

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 20% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of the public shares.

GPAQ’s amended and restated certificate of incorporation provides that a public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the shares of GPAQ Common Stock included in the units sold in the IPO. We refer to such shares in excess of an aggregation of 20% or more of the shares sold in the IPO as “Unredeemable Shares.” In order to determine whether a stockholder is acting in concert or as a group with another stockholder, GPAQ will require each public stockholder seeking to exercise redemption rights to certify to GPAQ whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to GPAQ at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which GPAQ makes the above-referenced determination. Your inability to redeem any Unredeemable Shares will reduce your influence over GPAQ’s ability to consummate the Business Combination and you could suffer a material loss on your investment in GPAQ if you sell Unredeemable Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Unredeemable Shares if GPAQ consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the shares sold in the IPO and, in order to dispose of

such shares, would be required to sell your GPAQ Common Stock in open market transactions, potentially at a loss. Notwithstanding the foregoing, stockholders may challenge GPAQ’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

There is no guarantee that a stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

GPAQ can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including this Business Combination, may cause an increase in GPAQ’s share price, and may result in a lower value realized now than a stockholder of the Company might realize in the future had the stockholder redeemed their shares. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If GPAQ stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of GPAQ Common Stock for a pro rata portion of the funds held in GPAQ’s Trust Account.

In order to exercise their redemption rights, GPAQ stockholders are required to submit a request in writing and deliver their stock (either physically or electronically) to GPAQ’s transfer agent at least two (2) business days prior to the special meeting. Stockholders electing to redeem their shares will receive their pro rata portion of the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay the Company’s franchise and income taxes, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. See the section entitled “Special Meeting of GPAQ Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

GPAQ stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

GPAQ public stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things as fully described in the section entitled “Special Meeting of GPAQ Stockholders — Redemption Rights,” tender their certificates to GPAQ’s transfer agent or deliver their shares to the transfer agent electronically through the DTC at least two (2) business days prior to the Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and GPAQ’s transfer agent will need to act to facilitate this request. It is GPAQ’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because GPAQ does not have any control over this process or over the brokers, which GPAQ refers to as “DTC,” it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this proxy statement/prospectus. These forward-looking statements relate to expectations for future financial performance, business strategies and expectations for our business, and our timing and ability to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

• the benefits of the Business Combination;

• the future financial performance of Holdings and its subsidiaries, including Newco, following the Business Combination;

• changes in the market in which Newco competes;

• expansion and other plans and opportunities; and

• other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek” or “target,” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and expectations, forecasts and assumptions as of that date, and involve a number of judgments, risks and uncertainties.

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

• a delay in completing, or the inability to complete, the transactions contemplated by the proposed Business Combination, due to a failure to obtain the approval of the stockholders of GPAQ, a failure to satisfy other conditions to Closing in the Merger Agreement or some other reason;

• the inability to obtain the listing of Holdings Common Stock and warrants on Nasdaq or another exchange following the Business Combination;

• the risk that the proposed Business Combination disrupts HOFV’s current plans and operations as a result of the announcement and consummation of the transactions described herein;

• the ability to recognize the anticipated benefits of the Business Combination;

• costs related to the Business Combination;

• changes in applicable laws or regulations;

• the possibility that GPAQ, HOFV or Newco might be adversely affected by other economic, business or competitive factors; and

• other risks and uncertainties indicated in this proxy statement/prospectus, including those indicated under the section entitled “Risk Factors.”

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. Neither GPAQ nor HOFV undertakes any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before you grant your proxy or instruct how your vote should be cast or voted on the proposals set forth in this proxy statement/prospectus, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this proxy statement/prospectus could have a material adverse effect on GPAQ nor HOFV.

SPECIAL MEETING OF GPAQ STOCKHOLDERS

General

Date, Time and Place of Special Meeting

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 [____________, 2020], 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 11,167,536 shares of GPAQ Common Stock issued and outstanding, consisting of 8,042,536 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.

Vote of the Sponsor, Directors, Officers and Other Initial Holders of Founder Shares

In connection with the GPAQ IPO, GPAQ entered into agreements with each of its Sponsor, GPAQ’s officers and directors and other initial holders of founder shares pursuant to which each agreed to vote any shares of common stock owned by it in favor of the Business Combination Proposal. Our Sponsor, GPAQ’s officers and directors and other initial holders of founder shares currently own 3,125,000 shares of Class A common stock, representing approximately 28% of the issued and outstanding shares of common stock of GPAQ. As a result, we would need only 2,458,769, or approximately 30.57%, of the 8,042,536 public shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

Quorum and Required Vote for Proposals

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. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

It is important for you to note that in the event that the Business Combination Proposal, the Charter Amendments Proposals 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. GPAQ elected to extend such date three times, each by an additional 30 days, to January 29, 2020 . On January 24, 2020, 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 further extend the deadline to complete a business combination from January 29, 2020 to February 29, 2020, plus an option for GPAQ to further extend such date for an additional 30 days (the latest such date being referred to as the “Extended Date”). If we do not consummate the Business Combination and fail to complete an initial business combination by the Extended Date (assuming GPAQ exercises the option to extend for an additional 30 days thereafter), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

Abstentions and Broker Non-Votes

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.

If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum, and will not be counted for or against any particular proposal.

An abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendments Proposals but will have no effect on the outcome of any vote on the Incentive Plan Proposal.

Recommendation of GPAQ’s Board

The Board has unanimously determined that each of the proposals is fair to and in the best interests of GPAQ and its stockholders, and has unanimously approved such proposals. The Board unanimously recommends that stockholders:

• vote “FOR” the Business Combination Proposal;

• vote “FOR” the Charter Amendments Proposals; and

• vote “FOR” the Incentive Plan Proposal.

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

• Our Sponsor has contributed $2,199,654 in the aggregate as loans to GPAQ in connection with the Initial Extension and, in connection with the Second Extension, has contributed $265,403 for the extension of the deadline from January 29, 2020 to February 29, 2020, and has agreed to contribute an additional $0.033 for each public share that was not redeemed to further extend the deadline for an additional 30-day period (each such loan, a “Contribution”). Such Contributions, to the extent advanced, 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.”

• 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.

Voting Your Shares

Each share of GPAQ Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of GPAQ Common Stock at the Special Meeting:

• You Can Vote by Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by GPAQ’s Board “FOR” the Business Combination Proposal, the Charter Amendments Proposals and the Incentive Plan Proposal. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

• You Can Attend the Special Meeting and Vote in Person. When you arrive, you will receive a ballot that you may use to cast your vote.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way GPAQ can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

• you may send another proxy card with a later date;

• you may notify GPAQ’s secretary in writing before the Special Meeting that you have revoked your proxy; or

• you may attend the Special Meeting, revoke your proxy, and vote in person as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares?

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your GPAQ Common Stock, you may contact GPAQ’s 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

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the Business Combination Proposal, the Charter Amendments Proposals and the Incentive Plan Proposal. Under GPAQ’s bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Redemption Rights

Pursuant to GPAQ’s amended and restated certificate of incorporation, any holders of public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable and up to $100,000 for dissolution expenses, calculated as of two (2) business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the IPO (calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to it to pay the Company’s franchise and income taxes and up to $100,000 of any remaining interest for dissolution expenses). For illustrative purposes, based on funds in the Trust Account of approximately $85.75 million on January 31, 2020, the estimated per share redemption price would have been approximately $10.66 (net of income and franchise taxes). We anticipate the per share redemption price will be approximately $10.70 (net of income and franchise taxes) at the closing of the Business Combination, which is anticipated to occur during the first quarter of 2020.

In order to exercise your redemption rights, you must:

• prior to 5:00 p.m. Eastern daylight time on [________, 2020] (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
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

• deliver your public shares either physically or electronically through DTC to GPAQ’s transfer agent at least two (2) business days before the Special Meeting. 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. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with GPAQ’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to GPAQ’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that GPAQ’s transfer agent return the shares (physically or electronically). You may make such request by contacting GPAQ’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of GPAQ Common Stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of GPAQ Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in GPAQ Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of GPAQ Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of Holdings, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

However, if we do not consummate the Business Combination and fail to complete an initial business combination by the Extended Date (assuming the Company exercises the option to extend for an additional 30 days after February 29, 2020), GPAQ will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders and the warrants will expire and be worthless.

GPAQ Appraisal Rights

HOFV/Newco Appraisal Rights

Proxy Solicitation

GPAQ is soliciting proxies on behalf of its Board. This solicitation is being made by mail but also may be made by telephone or in person. GPAQ and its directors and officers may also solicit proxies in person. GPAQ will file with the SEC all scripts and other electronic communications as proxy soliciting materials.

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.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

We are asking our stockholders to approve the Merger Agreement and the transactions contemplated thereby, including the Business Combination. Our stockholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement. Copies of the Merger Agreement and Amendment No. 1 to the Agreement and Plan of Merger are attached to this proxy statement/prospectus as Annex A and Annex B, respectively. You are urged to read the Merger Agreement in its entirety before voting on this proposal.

We may consummate the Business Combination only if it is approved by the affirmative vote of a majority of the issued and outstanding GPAQ Common Stock as of the Record Date.

Merger Agreement

This section describes the material provisions of the Merger Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement and the related agreements. GPAQ’s stockholders, warrant holders and other interested parties are urged to read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations and warranties in the Merger Agreement are also modified in important part by the disclosure schedules attached thereto which are not filed publicly. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision.

General Description of the Merger Agreement

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. 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. 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.”

Merger Consideration

Amount”), multiplied by (ii) the Exchange Ratio of 1.2, divided by (iii) the Per Share Price of $10.00. The Company Merger Consideration will be paid in shares of Holdings common stock (the “Holdings Common Stock”). Assuming the Closing Date Company Contributed Capital Amount is $148.6 million, 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 17,832,752.

In addition, effective as of the Effective Time, each (i) Company Convertible Note of HOFV held by an electing noteholder will be cancelled and converted into that number of shares of Holdings Common Stock equal to the outstanding principal amount of, and accreted interest on, such convertible note as of immediately prior to the Effective Time, multiplied by the Exchange Ratio and divided by the Per Share Price (rounded up to the nearest whole number of shares of Holdings Common Stock) and (ii) New Company Convertible Notes of HOFV issued on or after August 22, 2019 but no later than September 30, 2019 will be cancelled and converted into that number of shares of Holdings Common Stock equal to the outstanding principal amount of, and accreted interest on, such convertible note as of immediately prior to the Effective Time (with the aggregate principal amount of all such notes not to exceed 5% of the Company Contributed Capital Amount as of the date of the Merger Agreement), divided by the Per Share Price (rounded up to the nearest whole number of shares of Holdings Common Stock). Assuming the conversion of all of the Company Convertible Notes of HOFV (which are expected to total approximately $15.8 million in principal and accreted interest as of March 30, 2020) and all of the New Company Convertible Notes of HOFV (which are expected to total approximately $2,050,000 in principal and accreted interest as of March 30, 2020), the total number of shares of Holdings Common Stock to be issued upon conversion thereof is 1,891,057 and 205,000, respectively.

Further, effective as of the Effective Time, each of the debt commitments of American Capital Center, LLC and IRG, LLC funded, in each case, to HOFV that are then outstanding (the “ACC Funded Debt Commitments” and the “IRG, LLC Funded Debt Commitments”, respectively) will automatically be cancelled and converted into that number of shares of Holdings Common Stock equal to the outstanding principal amount of, and unpaid interest on, such ACC Funded Debt Commitments and IRG, LLC Funded Debt Commitments (as applicable) as of immediately prior to the Effective Time, multiplied by the Exchange Ratio of 1.2 and divided by the Per Share Price of $10 (rounded up to the nearest whole number of shares of Holdings Common Stock); provided that any ACC Funded Debt Commitments created from and after September 12, 2019 (the “New ACC Funded Debt”) will automatically be cancelled and converted into that number of shares of Holdings Common Stock equal to the then outstanding principal amount of, and unpaid interest on, such New ACC Funded Debt divided by the Per Share Price (rounded up to the nearest whole number of shares of Holdings Common Stock). The total principal and unpaid interest on the ACC Funded Debt Commitments, the IRG, LLC Funded Debt Commitments and the New ACC Funded Debt is expected to be $6,975,521, $17,589,457 and $3,200,000, respectively, as of March 30, 2020. Accordingly, the total number of shares of Holdings Common Stock to be issued upon conversion thereof is 837,063, 2,110,735 and 320,000, respectively.

Further, in order to support the transactions contemplated by the Merger Agreement and any possible private financing transactions that may be entered into in connection with the Merger Agreement, GPAQ’s sponsor, Gordon Pointe Management, LLC (the “Sponsor”), has agreed to transfer to HOFV and/or parties participating in any such private financing transactions, certain of the shares of Holdings Common Stock and Holdings Warrants that it will receive upon conversion of its Class F common shares and private placement warrants at the Effective Time (the “Sponsor Reallocation”). For purposes of determining the post-closing ownership levels of the issued and outstanding capital stock of Holdings included in this proxy statement/prospectus, we have assumed a Sponsor Reallocation wherein 1,362,500 shares of Holdings Common Stock are transferred by Sponsor. This is for illustrative purposes only, however, as it is impossible, as of the date hereof, to predict with certainty the terms of any such Sponsor Reallocation. The number of shares and/or warrants to be transferred, and the parties to whom such shares may be transferred, are likely to change prior to the Closing as they are dependent upon a number of variables, including market demands and the terms of any potential private financing transaction. The shares of Holdings Common Stock and Holdings Warrants that are part of the Sponsor Reallocation will be subject to the terms of the lock-up agreement described below.

Payment of Expenses

On the Closing Date, GPAQ will pay or cause to be paid certain outstanding expenses of HOFV, GPAQ, the Sponsor and the other parties to the Merger Agreement out of Available Closing Date Cash.

On the Closing Date, Holdings will issue (i) 1,078,984 shares of Holdings Common Stock at the Per Share Price to The Klein Group, LLC and 610,000 shares of Holdings Common Stock at the Per Share Price to IRG Canton Village Manager, in each case in satisfaction of outstanding fees and expenses owed by HOFV to The Klein Group, LLC and

IRG Canton Village Manager, respectively; and (ii) to the Sponsor that number of shares of Holdings Common Stock equal to (a) the outstanding principal amount of, and accrued and unpaid interest on, the loans permitted to be made by the Sponsor to GPAQ through the Closing Date, divided by (b) the Per Share Price, rounded up to the nearest whole number of shares of Holdings Common Stock. Assuming the total principal and unpaid interest on such Sponsor loans will be $3,694,298 as of the Closing Date, the total number of shares of Holdings Common Stock to be issued to the Sponsor upon conversion of such loans is 369,430.

In addition, at the Closing, GPAQ will pay or cause to be paid out of Available Closing Date Cash certain expenses incurred by the National Football Museum, Inc., an Ohio non-profit corporation (“PFHOF”), incurred in connection with the Hall of Fame Village development project, and Holdings will issue 420,000 shares of Holdings Common Stock at the Per Share Price to PFHOF in full satisfaction of certain outstanding fees and expenses owed by HOFV to PFHOF.

Representations and Warranties

The Merger Agreement contains customary representations and warranties by each of HOFV, Newco, GPAQ, Holdings and the Merger Subs. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Merger Agreement means, with respect to HOFV, a material adverse effect on the business, results of operations or financial condition of HOFV and its subsidiaries, taken as a whole, subject to certain customary exceptions, or a material adverse effect on the ability of HOFV to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof.

None of the representations and warranties made by the parties survive the Closing, and, subject to the Release Agreements and except as expressly set forth in the Merger Agreement, each party expressly waives all claims it may have against any other party relating to the operation of its business or the subject matter of the Merger Agreement (except for claims based on actual and intentional fraud by a party with respect to the making of any representations and warranties set forth in the Merger Agreement).

Covenants of the Parties

The Merger Agreement includes customary covenants of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, as well as certain customary covenants, such as confidentiality and publicity, that will continue after the termination of the Merger Agreement. None of the covenants, obligations or agreements of the parties survive the Closing except for those covenants and agreements that by their terms expressly apply in whole or in part after the Closing (and then only with respect to any breaches occurring after the Closing).

The Merger Agreement and the consummation of the transactions contemplated thereby are required to be approved by GPAQ’s stockholders. In connection with the Mergers, GPAQ, Holdings and HOFV agreed to prepare and file with the SEC, a registration statement on Form S-4 (as amended, the “Registration Statement”) containing a proxy statement/prospectus registering the issuance of Holdings Common Stock and Holdings Warrants in the Mergers under the Securities Act of 1933, as amended (the “Securities Act”), and soliciting proxies from GPAQ stockholders for use at a special meeting to approve the Merger Agreement and the transactions contemplated thereby.

HOFV and GPAQ also agreed not to solicit or enter into any alternative competing transactions during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Closing.

Conditions to Consummation of the Mergers

The obligations of the parties to consummate the Mergers are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the waiting period under the Hart-Scott-Rodino Act having expired or been terminated, (ii) no governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the transactions being in force, (iii) the Registration Statement having become effective in accordance with the provision of the Securities Act and no proceeding seeking a stop order having been threatened or initiated by the SEC which remains pending, (iv) the approval for listing by Nasdaq of the listing of the Holdings Common Stock and Holdings Warrants; and (v) the approval of GPAQ’s stockholders of the transactions contemplated by the Merger Agreement having been obtained.

In addition, unless waived by GPAQ, the obligations of GPAQ to consummate the Mergers are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

• The representations and warranties of HOFV and Newco relating to organization, authorization, capitalization and brokers’ fees being true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth in the representation) in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, in which case, the condition requires the representations and warranties to be true and correct in all material respects on and as of such earlier date);

• The representations and warranties of HOFV relating to the absence of changes that would result in a Material Adverse Effect being true and correct in all respects as of the Closing Date;

• Each of the other representations and warranties of HOFV and Newco contained in the Merger Agreement (other than those specified above), being true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, in which case, the condition requires the representations and warranties to be true and correct in all material respects on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Material Adverse Effect;

• Each of the covenants of HOFV and Newco to be performed as of or prior to the Closing having been performed in all material respects.

• Absence of the occurrence of any Material Adverse Effect between the date of the Merger Agreement and the Closing Date;

• Receipt, by GPAQ, of a newly executed employment agreement from Michael Crawford, in form and substance reasonably satisfactory to GPAQ, providing for Michael Crawford to be the CEO of Holdings upon the Closing and evidence of the termination of all employment agreements between HOFV or any of its subsidiaries and any employees of HOFV or any subsidiaries of HOFV (other than the employment agreement to be entered into with Michael Crawford);

• Receipt, by GPAQ, of executed Release Agreements from each Company Member, PFHOF and Hall of Fame Village, Inc.;

• Delivery, to GPAQ, of a duly executed counterpart of the Director Nominating Agreement, signed by HOFV and PFHOF.

Unless waived by HOFV, the obligations of HOFV and Newco to consummate the Mergers are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

• The representations and warranties of GPAQ, Holdings and the Merger Subs relating to organization, authorization, capitalization and brokers’ fees being true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth in the representation) in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, in which case, the condition requires the representations and warranties to be true and correct in all material respects on and as of such earlier date);

• Each of the other representations and warranties of GPAQ, Holdings and the Merger Subs contained in the Merger Agreement (other than those specified above), being true and correct (without giving any effect to any limitation as to “materiality” or any similar limitation set forth therein) as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, in which case, the condition requires the representations and warranties to be true and correct in all material respects on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and

would not reasonably be expected to result in, a material adverse effect on GPAQ, on Holdings, or on the ability of GPAQ and Holdings to consummate the transactions contemplated hereby in accordance with the terms of the Merger Agreement;

• Each of the covenants of the GPAQ and Holdings to be performed as of or prior to the Closing having been performed in all material respects.

• Delivery, to HOFV, of a duly executed counterpart of the Director Nominating Agreement, signed by Holdings and the Sponsor.

Termination

• if the Closing has not occurred on or prior to December 16, 2019;

• for a breach by the other party of its representations, warranties or covenants such that the related Closing condition would not be met, which breach is uncured and continuing; or

• the consummation of the Transactions is permanently enjoined or prohibited by the terms of a final, non-appealable Governmental Order or a statute, rule or regulation.

In addition, GPAQ may terminate the Merger Agreement by written notice to HOFV if:

• HOFV has not executed and delivered to GPAQ a Media License Agreement between HOFV, Newco and PFHOF and an Amended and Restated PFHOF License Agreement between HOFV, Newco and PFHOF on or before September 30, 2019;

• if audited financial statements of HOFV and its subsidiaries as of and for the years ended December 31, 2018 and December 31, 2017 and unaudited interim statements for the most recent quarter preceding the date of the filing of this proxy statement/prospectus, required to be delivered by HOFV to GPAQ pursuant to the Merger Agreement, are not delivered to GPAQ on or before October 22, 2019; or

• all Closing conditions to the obligations of GPAQ have been satisfied or are capable of being satisfied were the Closing to occur as of the date of such notice, except for the condition that no event shall have occurred between the execution of the Merger Agreement and the Closing Date that has had a Material Adverse Effect (which would not be so satisfied).

If the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, termination, waiver of claims against the Trust Account, and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto except for liability for any intentional and willful breach of the Merger Agreement prior to such termination or any actual and intentional fraud in the making of any representations and warranties by a party set forth in the Merger Agreement.

The section above describes the material provisions of the Merger Agreement but does not purport to describe all of the terms thereof. The foregoing summary is qualified in its entirety by reference to the complete text of the Merger Agreement. Copies of the Merger Agreement and Amendment No. 1 to the Agreement and Plan of Merger are attached to this proxy statement/prospectus as Annex A and Annex B, respectively.

Trust Account Waiver

HOFV and Newco have each agreed that they and their respective affiliates will not have any right, title, interest or claim of any kind in or to any monies in GPAQ’s Trust Account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom) directly or indirectly to public stockholders.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. Stockholders and other interested parties are urged to read such Related Agreements in their entirety.

Lock-Up Agreement

At the Closing, each of the Newco Holders, the Sponsor, Douglas L. Hein, Robert B. Cross, David Dennis, Joseph F. Mendel and Neeraj Vohra will enter into a Lock-Up Agreement with Holdings (the “Lock-Up Agreement”). Under the Lock-Up Agreement, each holder will agree not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, sell any option or contract to purchase, grant any option, right or warrant, make any short sale or otherwise transfer or dispose of or lend its portion of any Holdings Common Stock (or any securities convertible into, or exercisable or exchangeable for, or that represent the right to receive, Holdings Common Stock) for a period after Closing ending on the date that is the later of (i) 180 days after the Closing and (ii) the expiration of the “Founder Shares Lock-up Period” under the Letter Agreement, dated January 24, 2018 among GPAQ, its officers and directors and initial shareholders and the Sponsor.

Director Nominating Agreement

At the Closing, GPAQ, Holdings, HOFV, the Sponsor and PFHOF will enter into a Director Nominating Agreement (the “Director Nominating Agreement”), which provides that Holdings shall take all necessary action to set the size of its board of directors (the “Holdings Board”) at no more than 11 members, a majority of whom shall be independent directors in accordance with Nasdaq requirements. The Holdings Board will be made up of three classes: Class A Directors who shall serve for an initial one-year term, Class B Directors who shall serve for an initial two-year term, and Class C Directors who shall serve for an initial three-year term. The following individuals will be directors as of the Effective Time: (i) Michael Klein, C. David Baker and Mary Owen, who are expected to be Class A Directors; (ii) Stuart Lichter, Karl Holz, Curtis Martin and a fourth director who fills the vacant seat on the board, who are expected to be Class B Directors; and (iii) James Dolan, Michael Crawford, Kimberly Schaefer and Anthony Buzzelli will be Class C Directors. The Director Nominating Agreement further provides that (i) so long as the Sponsor beneficially owns 85% of the total number of shares of Holdings Common Stock held by it as of the Effective Time, the Sponsor will have the right to designate one individual to be appointed or nominated for election to the Holdings Board, (ii) so long as HOFV beneficially owns at least 85% of the total number of shares of Holdings Common Stock held by it as of the Effective Time, HOFV will have the right to designate up to four individuals to be appointed or nominated for election to the Holdings Board, one of whom must be Michael Klein and one of whom must qualify as an independent director under the Nasdaq rules (or up to (a) three individuals, if it owns less than 85% but at least 65%, (b) two individuals, if it owns less than 65% but at least 45%, or (c) one individual, if it owns less than 45% but at least 15%), and (iii) so long as PFHOF beneficially owns at least 85% of the total number of shares of Holdings Common Stock held by it as of the Effective Time, PFHOF will have the right to designate up to one individual to be appointed or nominated for election to the Holdings Board. HOFV and PFHOF may each designate one individual to serve as a Holdings Board non-voting observer (in the case of HOFV, so long as HOFV beneficially owns at least 15% of the total number of shares of Holdings Common Stock held by it as of the Effective Time and, in the case of PFHOF, so long as PFHOF beneficially owns at least 85% of the total number of shares of Holdings Common Stock held by it as of the Effective Time), who will initially be Richard Klein and Randall C. Hunt, respectively. The parties to the Director Nominating Agreement will agree to take certain actions to support those nominees for election and include the nominees in the proxy statements for the stockholders meetings at which directors are to be elected.

Release Agreement

At the Closing, each of the members of HOFV and National Football Museum, Inc. (each, a “Holder”) will enter into a Release Agreement with GPAQ, Holdings and Newco pursuant to which (i) each Holder generally releases all claims against GPAQ, the Merger Subs, Holdings, Newco and their affiliates that such Holder may have prior to the Effective Time, except for certain Retained Claims, and (ii) each Holder consents to the termination of certain contracts to which it is a party with HOFV and its affiliates effective immediately prior to the Effective Time without any cost or other liability to Newco, Holdings or its subsidiaries.

Background of the Business Combination

The terms of the Merger Agreement are the result of negotiations between GPAQ and HOFV and their respective representatives. The following is a brief description of the background of these negotiations.

GPAQ is a blank check company incorporated on April 12, 2017 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On January 30, 2018, GPAQ completed its IPO. Prior to the consummation of its IPO, neither GPAQ nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with GPAQ.

After its IPO, GPAQ’s officers commenced an active search for prospective businesses and assets to acquire. During this search process, GPAQ reviewed, evaluated and held discussions with a number of potential acquisition opportunities. Between the closing of the IPO and August 2019, GPAQ representatives met with and spoke with dozens of companies in multiple industries, including aircraft servicing, aircraft and transportation logistics, modular hotel/apartment manufacturing, cloud based legal services, securities settlement and clearing, managed services and data center provisioning, blockchain, digital security, international settlement services, energy field services, and KYC and AML software solutions. GPAQ conducted detailed financial reviews and due diligence of approximately 30 of these companies. However, discussions with these companies never progressed beyond the early stage as a result of a combination of due diligence or valuation issues or an absence of strategic fit within GPAQ’s acquisition criteria.

GPAQ ultimately entered into non-disclosure agreements (“NDAs”) and engaged in detailed discussions, due diligence and negotiations with seven prospective acquisition targets other than HOFV. The seven other prospective acquisition targets included (i) a company that offers financial services to consumers in the UK and in Europe (“Company A”), (ii) a financial technology company within the debt settlement industry (“Company B”), (iii) a payment processing company based in the United States (“Company C”), (iv) a consumer oriented financial services company (“Company D”), (v) a direct competitor to Company D that provides consumer oriented financial services (“Company E”), (vi) an international financial services company in the consumer loans industry (“Company E”), and (vii) a company that offers a broad range of services to companies in the telecommunications industry (“Company F”).

GPAQ engaged in discussion with Company A from April 2018 until June 2019. GPAQ submitted an expression of interest (“EOI”) to Company A in October 2018 and an updated EOI in June 2019; however, GPAQ and Company A ultimately decided not to pursue a potential business combination for multiple reasons including continued uncertainty surrounding market dynamics, growth, margin compression and the impact of that uncertainty on valuation and potential returns to GPAQ stockholders. GPAQ engaged in discussions with Company B from April 2018 to June 2018 and submitted an EOI in June 2018, but the parties could not come to an agreement on a business combination for multiple reasons including timing and concerns about the industry in which Company B operated and valuation expectations. GPAQ submitted an updated EOI to Company B in June 2019 at a higher indication of value; however, the parties again were unable to come to an agreement on a business combination due to continued concerns about timing, the industry in which Company B operated, valuation expectations of Company B and the resultant impact on potential returns to GPAQ stockholders. GPAQ engaged in discussions with Company C through a structured sale process from May 2018 through the fall of 2018, but Company C ultimately decided to pursue another acquiror. GPAQ engaged in preliminary discussions with Company D from August 2018 to September 2018, but after conducting its initial due diligence, GPAQ believed Company D was too small with respect to its revenue and profitability metrics, so GPAQ and Company D discussed merging Company D with Company E, its direct competitor. GPAQ, Company D and Company E engaged in discussions from October 2018 through February 2019, but Company E ultimately decided to pursue a transaction with another acquiror. GPAQ engaged in discussions with Company F from January 2019 through April 2019, but Company F ultimately determined to remain a private company. GPAQ and Company G engaged in discussions from May 2019 through mid-July, but GPAQ ceased discussions to focus on a possible business combination with HOFV.

Description of Negotiation Process with HOFV

On July 21, 2019, Jonathan Mitchell, the Managing Director and Head of SPAC Group at B. Riley FBR, Inc., the underwriter for the GPAQ IPO, initiated a telephone call between Mr. Dolan and HOFV directors Michael Klein and Mark Klein. In connection with such call, GPAQ received an in-depth investor presentation relating to the Hall of Fame Village.

On July 22, 2019, GPAQ and HOFV executed an NDA following which GPAQ received access to the HOFV data-room, which contained significant due diligence materials. The execution of the NDA and the initial review of the due diligence materials led to a number of telephone calls and in-person meetings between July 22, 2019 and August 1, 2019 between GPAQ affiliates, HOFV management and affiliates of M. Klein and Company (“MKC”). MKC had been engaged by HOFV on general financial advisory matters since 2017. MKC is a holder of a portion of the Company Convertible Notes, all of which notes are expected to be converted into equity or other securities of Holdings at the closing of the Business Combination. An affiliate of MKC is a minority shareholder in HOFV and therefore will have a beneficial interest in Holdings following the closing of the Business Combination. See the section entitled Certain Relationships and Related Person Transaction — HOFV’s Related Person Transactions — Engagement Letter Agreement and — Other Transactions Involving HOFV Members and their Affiliates for further discussion of MKC’s transactions with HOFV. GPAQ’s initial review of the due diligence materials was completed by August 1, 2019; however, GPAQ continued to conduct on-going due diligence through the signing of the Merger Agreement on September 16, 2019.

On July 23, 2019, Mr. Dolan flew to New York to meet with Mr. Michael Crawford at the M. Klein and Company offices to discuss a potential transaction between GPAQ and HOFV. Messrs. Dolan and Crawford also discussed HOFV’s financials and capital structure.

On July 25, 2019, Mr. Dolan held a conference call with Mr. Michael Klein to continue to discuss HOFV financials and to address questions from the board of directors of PFHOF.

On July 26, 2019, GPAQ held a special meeting of its stockholders during which the GPAQ stockholders approved the extension of the deadline for GPAQ to complete its initial business combination from July 30, 2019 to October 31, 2019, provided that GPAQ may further extend such date up to three times, each by an additional 30 days.

On July 26, 2019, Messrs. Dolan, Michael Crawford and Michael Klein held a conference call to discuss key elements of, and a timeline for, the execution of a non-binding Agreement in Principle (“AIP”) between GPAQ and HOFV.

On July 27, 2019, HOFV’s legal counsel distributed the initial draft of the AIP to GPAQ.

On July 28, 2019, Mr. Dolan hosted a call to discuss comments on the initial draft of the AIP with Mr. Michael Klein, including the conditions on which HOFV Holders would convert their units into Holdings Common Stock, the rights of HOFV to raise additional equity and debt capital, HOFV financials, governance of the combined entity and certain warrants to be transferred from GPAQ’s Sponsor to a Gold Jacket player fund or similar vehicle for the benefit of Hall of Fame players.

On July 29, 2019, Messrs. Crawford, Dolan, Michael Klein and Mark Klein held a conference call to continue their discussion on, among other things, the draft AIP, as well as HOFV’s ongoing efforts to raise additional equity and debt capital. Further, they discussed the conversion of HOFV units into Holdings Common Stock. They also discussed the treatment of certain HOFV debt and other obligations of the parties in connection with the proposed business combination.

On July 30, 2019, Messrs. Crawford, Dolan, Michael Klein, Mark Klein and David Baker (Chairman of PFHOF) held a conference call to discuss outstanding items on the draft AIP, the relationship of HOFV with the PFHOF and the potential to announce the execution of the AIP at the Hall of Fame Enshrinement ceremony to be held in early August 2019. Later that day, they held an “all-hands” call with legal counsel so that certain items that were discussed would be reflected in the AIP.

On July 31, 2019, GPAQ’s Board of Directors held a Special Meeting attended by GPAQ senior management and outside general counsel, where, amongst other items, they discussed the draft AIP. The Board reviewed certain financial projections prepared by HOFV’s management regarding forecasted revenue and adjusted EBITDA from Phase I and Phase II of the project. See Projected Financial Information. The Board unanimously approved pursuing the transaction pursuant to the terms of the draft AIP.

On August 1, 2019, Messrs. Dolan and Michael Crawford met in Canton, Ohio and executed and announced the AIP on behalf of GPAQ and HOFV, respectively.

From August 1, 2019 through August 4, 2019, Messrs. Dolan, Crawford, Baker, Michael Klein and Mark Klein stayed in Canton, Ohio where they discussed due diligence issues, the business combination process, the relationships between HOFV and third parties involved in the development of the Hall of Fame Village, the development plan of HOFV assets and they began to formulate the Merger Agreement. Mr. Dolan also met with all members of the HOFV management team, Hall of Fame players and representatives, and toured the HOFV facilities.

On August 5, 2019, GPAQ filed a Current Report on Form 8-K with the SEC attaching an investor presentation dated August 1, 2019 that would be used by GPAQ in making presentations to certain of GPAQ’s stockholders and other persons with respect to the AIP. Such investor presentation included certain forward-looking information regarding the longer term costs and prospects of the project that had been previously provided by HOFV to GPAQ’s Board of Directors for its July 31, 2019 Special Meeting.

On August 5, 2019, Messrs. Dolan and Crawford hosted a conference call with Messrs. Michael Klein, Mark Klein, Baker and their respective teams to discuss key elements of the Merger Agreement, on-going due diligence items and the timeline of a potential business combination.

On August 6, 2019, Messrs. Dolan and Crawford hosted a conference call to discuss the terms of the AIP. The conference call was available to all interested persons via a dial-in number. The conference call was available for replay for 14 days following the call.

On August 7, 2019, Messrs. Dolan and Crawford held two conference calls in which they discussed on-going efforts to raise capital and the on-going status of certain workstreams relating to negotiations of the Merger Agreement and the due diligence process. Included in the initial call were representatives from ICR, Inc. (“ICR”), which was retained to assist with HOFV’s capital raising efforts. Messrs. Dolan and Crawford discussed with ICR the ongoing strategy of the business combination and proposed additional investor outreach.

On August 8, 2019, Messrs. Dolan and Crawford discussed HOFV’s on-going efforts to raise new equity capital. Later that day, Messrs. Dolan and Crawford held a conference call to discuss additional terms of the proposed business combination.

On August 8, 2019, the GPAQ Board of Directors held its regular quarterly board meeting during which Mr. Dolan led a discussion regarding the status of the proposed business combination with HOFV.

On August 9, 2019, the first draft of the Agreement and Plan Merger was distributed by GPAQ’s legal counsel. Between August 9, 2019 and September 16, 2019, GPAQ, HOFV and their respective legal representatives were in regular contact with regards to the draft Merger Agreement, exhibits, schedules and other ancillary documents.

On August 12, 2019, Messrs. Dolan and Crawford met in Canton, Ohio to discuss key changes to the Merger Agreement and critical outstanding items, including, but not limited to, the structure of the board of directors of the combined entity, director nominations, employment agreements of HOFV management, certain agreements between HOFV and PFHOF and matters relating HOFV financials and capitalization.

On August 15, 2019 and August 16, 2019, Messrs. Dolan, Crawford, Michael Klein, Mark Klein and Baker met in NYC to continue to discuss the critical outstanding items and the pathway to the execution of the Merger Agreement. These outstanding items would be discussed again by the same parties on August 20, 2019 and August 23, 2019.

On August 27, 2019, Messrs. Dolan and Crawford met in Canton, Ohio where they continued to negotiate the terms of the Merger Agreement and discussed the capital needs of HOFV following the proposed business combination.

On August 29, 2019, and August 30, 2019, Messrs. Dolan and Crawford hosted conference calls with ICR to continue to discuss HOFV’s efforts to raise equity investment.

On September 3, 2019, GPAQ’s Board of Directors held a Special Meeting attended by GPAQ senior management and outside general counsel, where, amongst other items, they discussed the draft Merger Agreement and related documents, copies of which were provided to the Board in advance of the meeting. At the meeting, GPAQ’s Board of Directors unanimously approved the Merger Agreement and related agreements.

Between September 3, 2019 and September 16, 2019 numerous iterations of the Merger Agreement would be shared and drafted reflecting updated conversations between HOFV and GPAQ.

On September 5, 2019, Messrs. Dolan, Crawford, Michael Klein and Mark Klein had a conference call to discuss the press release and marketing materials that would be distributed once the Merger Agreement was signed.

On September 11, 2019, Messrs. Dolan and Crawford discussed certain open business points in the Merger Agreement.

On September 12, 2019, Messrs. Dolan and Crawford met with Christopher Halpin, the Chief Strategy and Growth Officer for the National Football League at their offices, to discuss the potential investment between HOFV and GPAQ.

On September 16, 2019, Messrs. Dolan and Crawford had a call to discuss the strategy for future discussions with prospective investors regarding the proposed business combination.

On September 16, 2019, the GPAQ Board of Directors, by unanimously written consent, approved the Merger Agreement and the related agreements, as such agreements had been updated following the September 3rd Special Meeting. Later that day, the parties executed the Merger Agreement and other documentation related thereto and jointly announced the execution of the Merger Agreement in a press release.

On September 17, 2019, GPAQ filed a Current Report on Form 8-K with the SEC announcing the execution of the Merger Agreement and attaching an updated investor presentation. Also on September 17, 2019, Messrs. Dolan and Crawford hosted a prepared remarks call to discuss the Merger Agreement. The conference call was available to all interested persons via a dial-in number. The conference call was available for replay for 14 days following the call.

On September 26, 2019, GPAQ filed a Current Report on Form 8-K with the SEC attaching an updated investor presentation that would be used by GPAQ in making presentations to certain existing and potential stockholders of GPAQ with respect to the transactions contemplated by the Merger Agreement.

The parties have continued and expect to continue regular discussions regarding the execution and timing of the proposed business combination.

GPAQ’s Board of Directors’ Reasons for the Business Combination

On September 3, 2019, GPAQ’s Board met telephonically and unanimously (i) approved the Merger Agreement and the transaction contemplated thereby, (ii) determined that the Business Combination is in the best interest of GPAQ and its stockholders, (iii) directed the Merger Agreement be submitted to its stockholders for approval and adoption, and (iv) recommended that our stockholders approve and adopt the Merger Agreement.

In approving the Merger Agreement and the transactions contemplated thereby, GPAQ’s Board determined not to obtain a fairness opinion after weighing the considerable cost and expense and transaction delays associated with getting such an opinion, versus the substantial experience of GPAQ’s officers and directors in mergers and acquisitions generally and in evaluating a variety of business combinations within a wide-range of industries. GPAQ’s Board concluded that their experience and backgrounds enabled them to make the necessary analyses and determinations regarding the transactions with HOFV. In addition, the Board considered the fact that the redemption rights of GPAQ’s stockholders provides GPAQ’s stockholders with a means of recovering their investment in the shares. GPAQ’s Board determined that the consideration being paid in the Business Combination, which amount was negotiated at arms-length, was fair to and in the best interests of GPAQ and its stockholders and appropriately reflected HOFV’s value. In reaching this determination, GPAQ’s Board concluded that it was appropriate to base such valuation in part on factors such as the amounts already spent by HOFV and its affiliates to build the assets, including the stadium and sports fields, and the likely value of the assets on an as-constructed basis, including the current values attributable to the permits, approvals and Opportunity Zone designation obtained by HOFV, the licensing and media content agreements and popularity of professional football the Hall of Fame brand in general, as well as the experience of HOFV’s executive management team.

GPAQ’s Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, GPAQ’s Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision.

In the prospectus for the GPAQ IPO, GPAQ identified the following general criteria and guidelines that it believed would be important in evaluating prospective target businesses. GPAQ indicated its intention to acquire companies that it believes:

• have a history of, or potential for, strong, stable cash flow generation, with predictable and recurring revenue streams and defensible niches;

• have an enterprise value of approximately $250 million to $500 million;

• have strong, experienced management teams or those that provide a platform for us to assemble an effective and experienced management team;

• can grow both organically and through acquisitions;

• are part of larger enterprises that have a value proposition on a stand-alone basis, where the owners seek to divest or spin-off such businesses in order to focus on core activities;

• have a diversified customer and supplier base, which are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors;

• will benefit from being publicly traded and can effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company.

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

• Optimal Alternative in Consideration of Transaction Deadline: 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; particularly given the non-economic valuations expected of certain of the prospective target companies considered by GPAQ and that the timeframe in which to complete its initial business combination was limited. Currently, GPAQ’s outside deadline to consummate a business combination is February 29, 2020; however, GPAQ has an option to further extend such date for an additional 30 days to March 30, 2020.