CUSIP No. 40619L102
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Page 2 of 9 Pages
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1
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NAME
OF REPORTING PERSON
National
Football Museum, Inc. d/b/a Pro Football Hall of Fame
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b)
☒
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Ohio
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
3,679,850
shares
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8
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SHARED
VOTING POWER
2,629,871
shares
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9
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SOLE
DISPOSITIVE POWER
3,679,850
shares
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10
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SHARED
DISPOSITIVE POWER
2,629,871
shares
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ☐
6,309,721
shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%1
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14
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TYPE
OF REPORTING PERSON
CO
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1
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For
purposes of this Schedule 13D filing, the percentages reported are based on 31,819,076 shares of Common Stock outstanding immediately
following the consummation of the Business Combination (defined below) as reported in the Form 8-K filed by the Issuer (defined
below) with the Securities and Exchange Commission (“SEC”) on July 8, 2020.
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CUSIP No. 40619L102
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Page 3 of 9 Pages
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ITEM
1. SECURITY AND ISSUER
This
Schedule 13D is filed by National Football Museum, Inc. d/b/a Pro Football Hall of Fame (the “Reporting Person”)
relating to the Common Stock, $0.0001 par value (the “Common Stock”), of Hall of Fame Resort & Entertainment
Company, a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer
is 2626 Fulton Drive NW, Canton, OH 44718.
ITEM
2. IDENTITY AND BACKGROUND
(a)
The person filing this Schedule 13D is National Football Museum, Inc. d/b/a Pro Football Hall of Fame.
(b)
The business address of the Reporting Person is 2121 George Halas Dr. NW Canton, OH 44708.
(c)
HOF Village, LLC was, prior to the Business Combination (defined below), a resort and entertainment company located in
Canton, Ohio, leveraging the power and popularity of professional football in partnership with the Reporting Person. HOF
Village, LLC was formed in 2015 by initial equity members IRG Canton Village Member, LLC, a Delaware limited liability
company (“IRG Member”), and Hall of Fame Village, Inc., an Ohio corporation (which transferred its
membership interest to its parent, the Reporting Person, in 2019). IRG Member is majority owned by Stuart Lichter.
M. Klein & Associates, Inc. (“MKA”), a New York corporation wholly-owned by Michael Klein
(“Klein”), became a member of Hall of Fame Village, LLC in 2018. In addition, the Reporting Person,
through a Side Letter Agreement with HOF Village, LLC and the Second Amended and Restated Operating Agreement of Hall of Fame
Village Newco, LLC, the Reporting Person acquired an interest in Hall of Fame Village Newco, LLC. As a result of the Business
Combination, the Reporting Person became a stockholder of the Issuer through its former interest in Hall of Fame Village
Newco, LLC and an indirect stockholder of the Issuer through its interest in HOF Village, LLC.
As
described further in Item 6 below, the Reporting Person is party with others to certain agreements relating to the Business Combination.
As a result of these agreements, HOF Village, LLC, IRG Canton Village Manager, LLC (as manager of HOF Village, LLC) and Gordon
Pointe Management LLC, a Florida limited liability company (“Sponsor” and, collectively with HOF Village, LLC
and IRG Member, the “Separately Filing Persons”) might be deemed to be members of a “group” with
the Reporting Person within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Exhibit
99.1 attached hereto sets forth certain information regarding the Separately Filing Persons as required by Item 2 of Schedule
13D to the extent such information is available to the Reporting Person. The Reporting Person understands that each of the Separately
Filing Persons intends to file a Schedule 13D report pursuant to Rule 13d-1(k)(2) under the Exchange Act containing their required
information. The Reporting Person assumes no responsibility for the information contained in such reports filed by the Separately
Filing Persons. The Reporting Person disclaims beneficial ownership of the shares held separately by the Separately Filing Persons.
The information contained in this Schedule 13D concerning the Separately Filing Persons is based solely on documents filed with
the SEC by the Separately Filing Persons and the Issuer.
CUSIP No. 40619L102
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Page 4 of 9 Pages
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(d)
During the last five years, the Reporting Person has not, and, to the best of its knowledge, the persons listed on Exhibit
99.2 attached hereto have not, been convicted in any criminal proceedings.
(e)
During the last five years, the Reporting Person has not, and, to the best of its knowledge, the persons listed on Exhibit
99.2 attached hereto have not, been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
(f)
The Reporting Person is a nonprofit corporation organized under the laws of the State of Ohio. The citizenship of each of
the Reporting Person’s officers and members of its executive committee is listed on Exhibit 99.2.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
Reporting Person may be deemed to beneficially own 6,309,721 shares of Common Stock of the Issuer. The Reporting Person
did not expend any funds to acquire Common Stock of the Issuer. Rather, as a result of the consummation of the Business
Combination (defined below) on July 1, 2020, the Reporting Person acquired, directly or indirectly, beneficial ownership of Common
Stock of the Issuer consisting of: (1) 3,679,850 shares of Common Stock that were issued by the Issuer directly to the Reporting
Person; and (2) 2,629,871 shares of Common Stock owned by HOF Village, LLC which was issued by the Issuer 15,027,837 shares of
Common Stock.
ITEM
4. PURPOSE OF TRANSACTION
In
July 2019, the Reporting Person was introduced to Gordon Point Acquisition Corp. (“GPAQ”) which, at that time,
was a special purpose acquisition company publicly-traded on the NASDAQ Capital Market under the symbol “GPAQ.” HOF
Village, LLC was seeking additional capital to carry out its business plan to become a premier resort and entertainment venue.
Following extensive discussions, on September 16, 2019, Issuer, the Reporting Person, HOF Village, LLC, GPAQ, and others entered
into a definitive agreement and plan of merger (as amended, the “Merger Agreement”) which was subject to a
number of closing conditions including the approval of GPAQ’s stockholders. A meeting of GPAQ’s stockholders was held
on June 30, 2020, at which time the stockholders approved the Merger Agreement. All other closing conditions have been satisfied
or were waived.
CUSIP No. 40619L102
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Page 5 of 9 Pages
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On
July 1, 2020, the parties described above consummated the mergers contemplated by the Merger Agreement (“Consummation”).
As a result, among other things, (a) GPAQ Acquirer Merger Sub, Inc., a wholly-owned subsidiary of the Issuer, was merged
with and into GPAQ, with GPAQ continuing as the surviving entity and a wholly-owned subsidiary of the Issuer, (b) Sponsor and
the other stockholders of GPAQ became stockholders of the Issuer, (c) all of the assets and liabilities of the Reporting
Person were transferred to Newco, (d) GPAQ Company Merger Sub, LLC, another wholly-owned subsidiary of the Issuer, was merged
with and into Newco with Newco continuing as the surviving entity and a wholly-owned subsidiary of the Issuer, and (e) the Reporting
Person and HOF Village, LLC became stockholders of the Issuer. We refer to such transactions as the “Business Combination.”
In addition, in connection with the mergers described in the prior sentence, the Issuer issued shares of Common Stock to Reporting
Person, HOF Village, LLC and various affiliates of the HOF Village, LLC and others at an issue price of $10.00 per share to pay
off various debts and fees owed by HOF Village, LLC to such persons. For further information regarding the foregoing transactions,
please see the Form 8-K filed by the Issuer with the SEC on July 6, 2020 and the reports required by the Exchange Act filed by
the Separately Filing Persons in connection with the Business Combination.
Simultaneously
with the consummation of the initial public offering for GPAQ in 2018, Sponsor purchased an aggregate of 4,900,000 warrants, at
a price of $1.00 per warrant, each exercisable to purchase one share of GPAQ’s Class A common stock at a price of $11.50
per Class A share. Subsequently but prior to the Business Combination, Sponsor transferred 35,000 GPAQ warrants to one of its
employees. In connection with the consummation of the business combination on July 1, 2020, each GPAQ warrant was converted into
a warrant to purchase 1.421333 shares of the Issuer’s common stock at a price of $11.50 per share. In addition, in connection
with the Business Combination, Sponsor transferred to HOF Village, LLC 50% of these Issuer warrants, which are exercisable to
purchase 3,457,393 shares of the Issuer’s common stock.
The
Reporting Person acquired beneficial ownership of the Common Stock in connection with, and as a result of, the Business Combination
and for investment purposes. As noted in Item 6, pursuant to the Director Nominating Agreement (defined below), the Reporting
Person became entitled to designate an individual to serve as a director of the Issuer. In connection with the Business Combination,
the Reporting Person appointed Edward J. Roth as its designee to the board of directors of the Issuer.
Presently,
the Reporting Person has no intention or plan to undertake any of the actions enumerated in Item 4 of Schedule 13D. The Reporting
Person will routinely monitor its investment in the Issuer with regard to a wide variety of factors that affect investment considerations,
including, without limitation, current and anticipated future trading prices for the Issuer’s Common Stock and other securities,
the Issuer’s operations, assets, prospects, and business development, the Issuer’s management, Issuer-related competitive
and strategic matters, general economic, financial market, and industry conditions, as well as other investment considerations.
These considerations and other factors may result in the Reporting Person’s consideration of alternatives with respect to
its investment in the Issuer. Based on its analysis of investment considerations, the Reporting Person may (i) sell, trade, or
otherwise dispose of all or some holdings in the Issuer in the public markets, in privately negotiated transactions or otherwise,
(ii) consider and/or implement various alternatives to maximize the value of its investment in the Issuer, or (iii) take
any other lawful actions it deems to be in its best interests, subject – in each case – to the restrictions imposed
by the Merger Agreement and/or certain other agreements described herein and the securities laws. There is no assurance that the
Reporting Person will develop any plans or proposals with respect to any of the alternatives mentioned above.
CUSIP No. 40619L102
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Page 6 of 9 Pages
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ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
(a)
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Number of shares: 6,309,721
shares
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Percentage of shares: 19.8%
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(b)
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Sole power to vote or direct the vote: 3,679,850
shares
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Shared power to vote or direct the vote: 2,629,871
shares
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Sole power to dispose or to direct the disposition:
3,679,850 shares
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Shared power to dispose or direct the disposition:
2,629,871 shares
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Exhibit 99.1 attached hereto sets forth certain
information regarding the Separately Filing Persons, as required by Item 5 of Schedule 13D.
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(c)
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Except for the issuances of the Issuer’s
shares described above in Items 3 and 4 above, there have been no transactions effected by the Reporting Person in the shares
of Common Stock of the Issuer during the preceding 60 days.
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(d)
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Not applicable.
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(e)
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Not applicable.
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ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
As
noted above in Item 4, on September 16, 2019, the Issuer, the Reporting Person and others entered into the Merger Agreement, which
provided for, among other things, the Reporting Person’s acquisition of the Common Stock. A copy of the Merger Agreement
is attached/incorporated by reference hereto as Exhibit 99.3; the amendments to such Merger Agreement are attached/incorporated
by reference hereto as Exhibits 99.4, 99.5, and 99.6.
Under
the terms of the Reporting Person’s organizational documents, the Reporting Person has agreed to pass through its right
to vote on matters put to a vote of the Issuer’s shareholders to the Reporting Person’s members in proportion to their
ownership interests; however, the pass-through of voting rights to the Reporting Person’s members does not apply to voting
matters covered by the Director Nominating Agreement. In addition, in connection with the consummation of the Merger Agreement,
the Reporting Person became a party to a number of other agreements.
CUSIP No. 40619L102
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Page 7 of 9 Pages
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Lock-Up
Agreement. The Reporting Person and certain other parties have entered into a Lock-Up Agreement with the Issuer (the “Lock-Up
Agreement”). Under the Lock-Up Agreement, each holder has agreed not to sell, offer to sell, contract or agree to sell,
hypothecate, pledge, sell any option or contract to purchase, grant any option, right or warrant, make any short sale, or otherwise
transfer or dispose of or lend its portion of any Common Stock (or any securities convertible into, or exercisable or exchangeable
for, or that represent the right to receive, Common Stock) for a period after Consummation ending on the date that is the later
of (i) 180 days after Consummation, and (ii) the expiration of the “Founder Shares Lock-up Period” under the Letter
Agreement, dated January 24, 2018 among GPAQ, its officers, directors, and initial shareholders, and Sponsor. The form of the
Lock-Up Agreement is attached/incorporated by reference hereto as Exhibit 99.7.
Director
Nominating Agreement. The Issuer, the Reporting Person, HOF Village, LLC, and Sponsor have entered into a Director Nominating
Agreement (the “Director Nominating Agreement”), which provides that the Issuer shall take all necessary action
to set the size of its board of directors (the “Board”) at 11 members, a majority of whom shall be independent
directors in accordance with Nasdaq requirements. The Director Nominating Agreement provides that (i) so long as Sponsor beneficially
owns 85% of the total number of shares of the Common Stock held by it as of the Effective Time, Sponsor will have the right to
designate one individual to be appointed or nominated for election to the Board, (ii) so long as HOF Village, LLC beneficially
owns at least 85% of the total number of shares of the Common Stock held by it as of the Effective Time, the Reporting Person
will have the right to designate up to four individuals to be appointed or nominated for election to the 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 the Reporting Person beneficially owns at least 85% of the total
number of shares of the Common Stock held by it as of the Effective Time, the Reporting Person will have the right to designate
one individual to be appointed or nominated for election to the Board. The Reporting Person and HOF Village, LLC may each designate
one individual to serve as a Board non-voting observer (in the case of the Reporting Person, so long as the Reporting Person beneficially
owns at least 15% of the total number of shares of 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 Common Stock held by it as of the Effective Time).
In
addition, the Director Nominating Agreement provides that each of the Reporting Person, HOF Village, LLC, and Sponsor shall take
all necessary and desirable actions within such party’s control (including voting or causing to be voted, whether at a meeting
of stockholders or by written consent or otherwise, all of the Issuer’s voting securities now or hereafter directly or indirectly
owned by such party) (a) to cause the applicable nominees of the Reporting Person, HOF Village, LLC, and Sponsor to be appointed
(and where applicable, elected) as directors, and (b) against their removal from office unless such removal is directed or approved
by the party responsible for such director’s nomination. The form of the Director Nomination Agreement is attached/incorporated
by reference hereto as Exhibit 99.8.
In
light of the Director Nominating Agreement, the Reporting Person may be deemed to be a member of a group with HOF Village, LLC,
IRG Member, and the Sponsor. See Exhibit 99.1 for the beneficial ownership of the Separately Filing Persons. All of the beneficial
ownership data stated in this Schedule 13D (except in Exhibit 99.1) states such beneficial ownership solely as to the Reporting
Person without regard to any such group.
CUSIP No. 40619L102
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Page 8 of 9 Pages
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ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
The
following documents are filed as appendices and exhibits (or incorporated by reference herein):
Exhibit 99.1:
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List of Separately Filing Persons (filed herewith)
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Exhibit 99.2:
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List of Officers and Executive Committee of Reporting Person (filed herewith)
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Exhibit 99.3:
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Agreement and Plan of Merger, dated September 16, 2019, by and among the Issuer, the Reporting Person, HOF Village, LLC, GPAQ and others (incorporated by reference to Exhibit 2.1 to GPAQ’s Current Report on Form 8-K, filed September 17, 2019).
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Exhibit 99.4:
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Amendment No. 1 to Merger Agreement, dated November 6, 2019, by and among the Issuer, the Reporting Person, HOF Village, LLC, GPAQ and others (incorporated by reference to Exhibit 2.2 to GPAQ’s Current Report on Form 8-K, filed November 8, 2019).
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Exhibit 99.5:
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Amendment No. 2 to Merger Agreement, dated March 10, 2020, by and among the Issuer, the Reporting Person, HOF Village, LLC, GPAQ and others (incorporated by reference to Exhibit 2.1 to GPAQ’s Current Report on Form 8-K, filed March 16, 2020).
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Exhibit 99.6:
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Amendment No. 3 to Merger Agreement, dated May 22, 2020, by and among the Issuer, the Reporting Person, HOF Village, LLC, GPAQ and others (incorporated by reference to Exhibit 2.1 to GPAQ’s Current Report on Form 8-K, filed May 28, 2020).
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Exhibit 99.7:
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Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to GPAQ Acquisition Holdings, Inc.’s Registration Statement on Form S-4 (File No. 333-234655 filed on November 12, 2019).
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Exhibit 99.8:
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Form of Director Nominating Agreement (incorporated by reference to Exhibit 10.2 to Post-Effective Amendment No. 1 to GPAQ Acquisition Holdings, Inc.’s Registration Statement on Form S-4 (File No. 333-234655) filed on March 10, 2020)
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CUSIP No. 40619L102
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Page 9 of 9 Pages
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Signature
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated
this 13th day of July, 2020
National
Football Museum, Inc.
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By:
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/s/
Carl David Baker
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Carl
David Baker, its President/Chief Executive Officer
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