|
Item
2.01
|
Completion
of Acquisition or Disposition of Assets
|
The
disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. On
June 30, 2020, GPAQ held a special meeting at which the GPAQ stockholders considered and approved, among other matters, the Merger
Agreement (the “Special Meeting”). On July 1, 2020, the parties consummated the Business Combination.
In
connection with the Business Combination, 852 shares of GPAQ common stock sold in its initial public offering were redeemed at
a per share price of approximately $10.80.
As
of the date of the Closing and following the completion of the Business Combination, the Company had the following outstanding
securities:
|
●
|
31,819,076
shares of Common Stock; and
|
|
●
|
17,400,000
Company Warrants, each exercisable for 1.421333 shares of Common Stock at a price of $11.50 per share.
|
FORM
10 INFORMATION
Item
2.01(f) of Form 8-K states that, if the predecessor registrant was a shell company, as GPAQ was immediately before the
Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a
general form for registration of securities on Form 10. Accordingly, the Company, as the successor issuer to GPAQ, is providing
the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information
provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically
indicated or the context otherwise requires.
Forward-Looking
Statements
This
Current Report contains forward-looking statements. Forward-looking statements provide the Company’s current expectations
or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs,
plans, objectives, intentions, assumptions and other statements that are not historical facts. Forward-looking statements in this
Current Report include, but are not limited to, statements about:
|
●
|
the
benefits of the Business Combination;
|
|
●
|
the
future financial performance of the Company and its subsidiaries, including Newco, following
the Business Combination;
|
|
●
|
changes
in the market in which Newco competes;
|
|
●
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expansion
and other plans and opportunities;
|
|
●
|
the effect of the COVID-19 pandemic on the Company’s business;
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●
|
the Company’s ability to raise financing in the future;
|
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●
|
the Company ability to maintain the listing of its common stock on Nasdaq following the Business Combination;
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●
|
other factors detailed under the section titled “Risk Factors” of the Registration Statement and incorporated herein by reference; and
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●
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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 Current Report, and current expectations,
forecasts and assumptions, and involve a number of 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, statements that the Company “believes” and similar statements reflect its beliefs and opinions on the relevant
subject. These statements are based upon information available to such party as of the date of this Current Report, and while
the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete,
and these statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all
potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly
rely upon these statements.
You
should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties,
the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking
statements.
Business
The
business of the Company is described in the Registration Statement in the section titled “The Business of HOF Village,
LLC” and that information is incorporated herein by reference.
Risk
Factors
The
risks associated with the Company’s business are described in the Registration Statement in the section titled “Risk
Factors” and are incorporated herein by reference.
Financial
Information
Reference
is made to the disclosure set forth in Item 9.01 of this Current Report concerning the financial information of the Company. Reference
is further made to the disclosure contained in the Registration Statement in the section titled “Summary Financial and
Other Data of HOFV,” “Management’s Discussion and Analysis of Financial Condition and Results
of Operations of HOFV,” “Summary Financial and Other Data of GPAQ,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of GPAQ,” and is incorporated herein by reference.
Unaudited
Pro Forma Condensed Financial Information
The
information set forth in Exhibit 99.2 to this Current Report on Form 8-K is incorporated herein by reference.
Management’s
Discussion and Analysis of Financial Condition and Operations
The
information set forth in the Registration Statement in the sections entitled “GPAQ’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and “HOFV’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations” is incorporated herein by reference.
Properties
The
properties of the Company are described in the Registration Statement in the section titled “The Business of HOF Village,
LLC” and are incorporated herein by reference.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of the Common Stock as of the Closing by:
|
●
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each
person known by the Company to be the beneficial owner of more than 5% of the Common
Stock of the Company upon the closing of the Business Combination;
|
|
●
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each
of the Company’s officers and directors; and
|
|
●
|
all
executive officers and directors of the Company as a group upon the closing of the Business
Combination.
|
Beneficial
ownership is determined according to the rules of the Commission, which generally provide that a person has beneficial ownership
of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants
that are currently exercisable or exercisable within 60 days.
The
beneficial ownership percentages set forth in the table below are based on approximately 31,819,076 shares of Common Stock issued
and outstanding as of July 1, 2020.
Unless
otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect
to all shares of Common Stock beneficially owned by them.
|
|
Beneficial Ownership
|
|
Name and Address of Beneficial Owner
|
|
Number of Shares
|
|
|
|
Percentage
|
|
Directors and Officers
|
|
|
|
|
|
|
|
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|
Michael Crawford
|
|
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⸺
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1
|
|
|
|
*
|
|
Jason Krom
|
|
|
⸺
|
|
|
|
|
*
|
|
Mike Levy
|
|
|
⸺
|
|
|
|
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*
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|
Anne Graffice
|
|
|
⸺
|
|
|
|
|
*
|
|
James J. Dolan
|
|
|
5,093,115
|
2
|
|
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|
14.4
|
%
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Michael Klein
|
|
|
2,517,108
|
3
|
|
|
|
7.9
|
%
|
David Dennis
|
|
|
10,000
|
|
|
|
|
*
|
|
Edward J. Roth III
|
|
|
⸺
|
|
|
|
|
*
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|
Stuart Lichter
|
|
|
22,799,835
|
4
|
|
|
|
64.6
|
%
|
Kimberly K. Schaefer
|
|
|
⸺
|
|
|
|
|
*
|
|
Karl L. Holz
|
|
|
⸺
|
|
|
|
|
*
|
|
Anthony J. Buzzelli
|
|
|
21,320
|
|
|
|
|
*
|
|
Mary Owen
|
|
|
⸺
|
|
|
|
|
*
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|
Curtis Martin
|
|
|
⸺
|
|
|
|
|
*
|
|
All Directors and Officers as a Group (12 individuals)
|
|
|
30,441,378
|
|
|
|
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87.1
|
%
|
|
|
|
|
|
|
|
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|
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Greater than 5% Stockholders
|
|
|
|
|
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HOF Village, LLC
|
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18,485,230
|
5, 6
|
|
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52.4
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%
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CH Capital Lending, LLC
|
|
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4,314,605
|
7
|
|
|
|
13.6
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%
|
IRG Canton Village Member, LLC
|
|
|
18,485,230
|
8
|
|
|
|
52.4
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%
|
IRG Canton Village Manager, LLC
|
|
|
18,485,230
|
8
|
|
|
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52.4
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%
|
National Football Museum, Inc. d/b/a Pro Football Hall of Fame
|
|
|
6,309,721
|
6, 9
|
|
|
|
20.3
|
%
|
Gordon Pointe Management, LLC
|
|
|
5,093,165
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6, 10
|
|
|
|
14.4
|
%
|
* Less than 1%.
1
In accordance with his employment agreement and the terms of the Company’s 2020 Omnibus Incentive Plan, Mr. Crawford
is entitled to receive 715,929 restricted shares of Company Common Stock upon the effectiveness of a registration statement covering
those shares. One-third of those restricted shares vest immediately after the effectiveness of that registration statement, upon
the first anniversary of the closing of the Business Combination and upon the second anniversary of such closing.
2 Mr. Dolan may be deemed to beneficially own 1,635,722 shares of Common Stock through his ownership of membership interests in Gordon Pointe Management, LLC and as the managing member of Gordon Pointe Management, LLC. Mr. Dolan may also be deemed to beneficially own 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 private placement warrants held by Gordon Pointe Management, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days. Does not include 325,000 shares of Common Stock granted by Mr. Dolan and Gordon Point Management, LLC to various trusts or estate planning vehicles for certain Dolan grandchildren and other Dolan family members that are managed by Mr. Dolan’s adult children, over which Mr. Dolan disclaims beneficial ownership.
3 Mr. Klein may be deemed to beneficially own 1,078,984 shares of Common Stock through his ownership of membership interests in The Klein Group, LLC. Mr. Klein may also be deemed to beneficially own (i) 928,455 shares of Common Stock as a result of his ownership of M. Klein & Associates, Inc., which owns membership interests in HOF Village, LLC, and (ii) 509,669 shares of Common Stock as a result of his minority ownership interests in M. Klein and Company, LLC, which beneficially owns 509,669 shares. Mr. Klein disclaims beneficial ownership of the shares of Common Stock owned by HOF Village, LLC and M. Klein and Company, LLC except to the extent of any actual pecuniary interest.
4 Mr. Lichter may be deemed to beneficially own 4,314,605 shares of Common Stock through his indirect ownership of membership interests in CH Capital Lending, LLC. Mr. Lichter may also be deemed to beneficially own 15,027,837 shares of Common Stock through his indirect ownership interest in IRG Canton Village Member, LLC, which in turn owns approximately a 76.8% interest in HOF Village, LLC. HOF Village, LLC owns 15,027,837 shares of Common Stock. He may also be deemed to beneficially own 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 private placement warrants held by HOF Village, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days. Mr. Lichter disclaims beneficial ownership of all shares held by IRG Canton Village Member, LLC, CH Capital Lending, LLC, and IRG Canton Village Manager, LLC, except to the extent of any actual pecuniary interest.
5 HOF Village, LLC beneficially owns 15,027,837 shares of Common Stock. It also beneficially owns 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 private placement warrants held by HOF Village, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days.
6 HOF Village, LLC, National Football Museum, Inc. and Gordon Pointe Management, LLC are parties to a director nominating agreement. See the discussion under “Director Nominating Agreement” in Item 1.01 of this Form 8-K.. As a result of these relationships, these persons may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to hold 27,258,245 shares of Common Stock.
7 CH Capital Lending, LLC beneficially owns 3,237,473 shares of Common Stock.
8 Each of IRG Canton Village Member, LLC and IRG Canton Village Manager, LLC may be deemed to beneficially own 15,027,837 shares of Common Stock through the former’s indirect (approximately 74.9%) ownership interest therein and the latter’s role as manager of it. For similar reasons, each may also be deemed to beneficially own 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 private placement warrants held by HOF Village, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days. Each of IRG Canton Village Member, LLC and IRG Canton Village Manager, LLC disclaims beneficial ownership of all shares held by HOF Village, LLC, except to the extent of any actual pecuniary interest.
9 National Football Museum, Inc. beneficially owns 3,679,850 shares of Common Stock. National Football Museum, Inc. may also be deemed to beneficially own 2,629,871 shares of Common Stock as a result of its ownership of membership interests in HOF Village, LLC. National Football Museum, Inc. disclaims beneficial ownership of all shares held by HOF Village, LLC, except to the extent of any actual pecuniary interest.
10 Gordon Pointe Management, LLC
beneficially owns 1,635,722 shares of Common Stock. It also beneficially owns 3,457,393 shares of Common Stock issuable upon the
exercise of 2,432,500 private placement warrants held by it with an exercise price of $11.50 per share. The warrants are exercisable
within 60 days.
Directors
and Executive Officers
The
Company’s directors and executive officers after the Closing are described in the Registration Statement in the section
titled “Management After the Business Combination” and is incorporated herein by reference. Upon
consummation of the Business combination, the Company adopted Corporate Governance Guidelines, which provide the basic
framework for the Board’s operation and role in governance of the Company. The Corporate Governance Guidelines are
available on the Company’s website at www.hofreco.com.
In
addition to the directors and executive officers after the Closing described in the Registration Statement in the section titled
“Management After the Business Combination,” the following two persons are also executive officers:
Name
|
|
Age
|
|
Position
|
Mike Levy
|
|
59
|
|
President of Operations
|
Anne Graffice
|
|
48
|
|
Executive Vice President
of Public Affairs
|
Mike
Levy. Mr. Levy has served as President of Operations of the Company since June 2020. From August 2014 until joining the Company,
he served as President of the Canton Charge, the NBA G League franchise of the Cleveland Cavaliers, where he set numerous attendance
records and revenue marks and was named the league’s Team Executive of the Year in 2016. Mr. Levy brings over 30 years of
sports and entertainment management expertise to the Company, developed through extensive experience working with 11 professional
franchises, 11 facilities and 10 sports leagues, including the NBA, MLB, WNBA, NFL, AFL and NHL. Mr. Levy has built a proven track
record of driving excellent operational execution and successful start-ups with sports franchises over his extensive sports management
career. Mr. Levy is a graduate of Duquesne University in Pittsburgh, Pennsylvania.
Ms.
Graffice’s background is described in the Registration Statement in the section titles “Executive Officers of HOFV”
and is incorporated herein by reference.
Director
Independence
Nasdaq
listing standards require that a majority of the Company’s Board be independent. An “independent director” is
defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having
a relationship that, in the opinion of the Company’s Board, would interfere with the director’s exercise of independent
judgment in carrying out the responsibilities of a director. The board of directors of the Company has affirmatively determined
that Kimberly Schaefer, Karl Holz, Anthony Buzzelli, Mary Owen, Curtis Martin and David Dennis qualify as independent directors
in accordance with the Nadsaq listing rules.
Committees
of the Board of Directors
Upon
the consummation of the Business Combination, the Company established three board committees and adopted charters for such committees:
audit committee, compensation committee, and nominating and corporate governance committee. Messrs. Buzzelli and Dennis and
Ms. Schaefer were appointed to serve on the Company’s audit committee, with Mr. Buzzelli serving as the chair and
qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Ms. Schaefer
and Mr. Holz were appointed to serve on the Company’s compensation committee, with Ms. Schaefer serving as the chair.
Mr. Holz and Ms. Owen were appointed to serve on the Company’s nominating and corporate governance committee, with Mr.
Holz serving as the chair. Each of the committee charters are available on the Company’s website at
www.hofreco.com.
Code of Business Conduct and Ethics
Upon consummation
of the Business Combination, the Company adopted a Code of Business Conduct and Ethics that applies to all the
Company’s directors, officers and employees. The Code of Business Conduct and Ethics covers areas such as conflicts of
interest, insider trading and compliance with laws and regulations. The Code of Business Conduct and Ethics is available on
the Company’s website at www.hofreco.com.
Executive
Compensation
The
executive compensation of the Company’s executive officers and directors is described in the Registration Statement in the
section titled “Executive Compensation of HOFV” and is incorporated herein by reference.
At
the Special Meeting, the GPAQ stockholders approved the 2020 Omnibus Incentive Plan. The description of the 2020 Omnibus Incentive
Plan is set forth in the Proxy section entitled “The Incentive Plan Proposal”, which is incorporated herein
by reference. A copy of the full text of the 2020 Omnibus Incentive Plan is filed as Exhibit 10.4 to this Current Report on Form
8-K and is incorporated herein by reference. Following the consummation of the Business Combination, the Company expects that
the Board or the Compensation Committee will make grants of awards under the 2020 Omnibus Incentive Plan to eligible participants.
Reference
is made to the disclosure set forth under Item 5.02 of this Current Report concerning the Employment Agreement of Michael Crawford.
Mike
Levy Employment Agreement
On
June 22, 2020, HOF Village issued a press release announcing the appointment of Michael Levy as President of Operations of
HOF Village effective June 15, 2020 (the “Levy Employment Effective Date”). Mr. Levy remains in that role
with the Company. Mr. Levy, 59, brings over 30 years of sports and entertainment management expertise to HOF Village. Since
August 2014, Mr. Levy served as President of the Canton Charge, the NBA G League franchise of the Cleveland Cavaliers, where
he set numerous attendance records and revenue marks and was named the league’s Team Executive of the Year in
2016.
In
connection with his appointment, Mr. Levy entered into an employment agreement with HOF Village, dated June 22, 2020 (the
“Levy Employment Agreement”), providing that the initial term of Mr. Levy’s employment will be
through the third anniversary of the Levy Employment Effective Date. Pursuant to the Levy Employment Agreement, Mr. Levy will
receive an annual base salary equal to $300,000 and be eligible to receive an annual performance bonus of up to 40% of his
base salary paid in cash and pro-rated for the calendar year 2020. In addition, on the Levy Employment Effective Date Mr.
Levy was granted profits interests in HOF Village representing $600,000 of the future profits of HOF Village that will vest
in three equal instalments on the first, second and third anniversary of the Levy Employment Effective Date. Following the
Business Combination, if Mr. Levy is granted restricted stock of the Company, his profit interests will be cancelled without
additional consideration as of the date Mr. Levy accepts the restricted stock grant. HOF Village contributed the Levy
Employment Agreement to Newco in connection with the Business Combination.
This
description of the Levy Employment Agreement is not complete and is qualified in its entirety by the Levy Employment Agreement,
a copy of which is attached as Exhibit 10.6 and incorporated into this Item 2.01 by reference.
Director
Compensation
The
compensation of the Company’s directors is described in the Registration Statement in the section titled “Executive
Compensation Following the Business Combination–Compensation Arrangements for Directors” and is incorporated herein
by reference.
Certain
Relationships and Related Transactions
Certain
relationships and related party transactions of the Company are described in the Registration Statement in the section titled
“Certain Relationships and Related Person Transactions” and are incorporated herein by reference. Upon
consummation of the Business Combination, the Company adopted a Related Person Transaction Policy that governs the review,
approval or ratification of related person transactions.
Legal
Proceedings
Reference
is made to the disclosure regarding legal proceedings in the section of the Registration Statement titled “Information
About HOFV– Legal Proceedings” and is incorporated herein by reference.
Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The
Company’s Common Stock began trading on the Nasdaq under the symbol “HOFV” and its warrants began trading on
the Nasdaq under the symbol “HOFVW” on July 2, 2020, subject to ongoing review of the Company’s satisfaction
of all listing criteria post-business combination. The Company has not paid any cash dividends on its Common Stock to date and
does not intend to pay any cash dividends in the foreseeable future.
Information
regarding the Company’s Common Stock, the Company Warrants and related stockholder matters are described in the Registration
Statement in the section titled “Price Range and Dividends of Securities” and such information is incorporated
herein by reference.
Recent
Sales of Unregistered Securities
The
disclosures in Item 1.01 of this Current Report under the headings “Note Purchase Agreement”, “Registration
Rights Agreement” and “Note Redemption and Warrant Agreement” are incorporated into this Item 2.01 by reference.
Description
of the Company’s Securities
The
description of the Company’s securities is contained in the Registration Statement in the section titled “Description
of Securities of Holdings” and is incorporated herein by reference.
Indemnification
of Directors and Officers
The
description of the indemnification provisions of the Company’s amended and restated certificate of incorporation is contained
in the Registration Statement in the section titled “Certain Relationships and Related Person Transactions”,
which is incorporated herein by reference.
Financial
Statements and Supplementary Data
Reference
is made to the disclosure set forth under Item 9.01 of this Current Report concerning the financial statements and supplementary
data of the Company and its subsidiaries.
Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
Not
applicable.