GPAQ Gordon Pointe Acquisition Corporation

This Schedule 13D relates to the Common Stock, par value $0.0001 per share (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, Ohio 44718.

Lichter is an individual resident of the state of California. Lichter is the President and Chairman of the Board of Industrial Realty Group. Lichter and Industrial Realty Group (and their affiliated companies) are engaged primarily in the business of real estate investment, development, leasing, management, and lending. Lichter owns (indirectly) a majority of the membership interests in IRG Canton Village Member, IRG Canton Village Manager, and CH Capital Lending. Lichter does not own (directly or indirectly) any of the membership interests in ACC. Lichter is a member of the Issuer’s board of directors.

Exhibit 99.1 attached to this Schedule 13D contains additional information regarding the directors and executive officers of IRG Canton Village Manager, IRG Canton Village Member, ACC, and CH Capital Lending.

Prior to the Business Combination (defined in Item 4 of this Schedule 13D), HOFV was a resort and entertainment company located in Canton, Ohio, leveraging the power and popularity of professional football in partnership with National Football Museum, Inc., an Ohio nonprofit corporation doing business as the Pro Football Hall of Fame (“PFHOF”). HOFV was formed in 2015 by initial equity members IRG Canton Village Member and Hall of Fame Village, Inc., an Ohio corporation (which transferred its membership interest to its parent, PFHOF, in 2019). In 2018, ACC became the sole preferred member of HOFV, and M. Klein & Associates, Inc., a New York corporation (“MKlein”), became a common member of HOFV.

In connection with, and as a result of the Business Combination transactions:

Investment and voting decisions for IRG Canton Village Manager, IRG Canton Village Member, ACC, and CH Capital Lending are made by a three-person board of directors, of which Lichter is a member (Lichter and the other members of such board of directors are named on Exhibit 99.1 attached to this Schedule 13D). Lichter disclaims beneficial ownership of the securities of the Issuer owned by HOFV, IRG Canton Village Manager, IRG Canton Village Member, ACC, and CH Capital Lending, except to the extent of his pecuniary interest therein.

As described further in Item 6 of this Schedule 13D, HOFV is party with others to certain agreements relating to the Business Combination. As a result of these agreements, the Reporting Persons, HOFV, PFHOF, and Gordon Pointe Management LLC, a Florida limited liability company (“Sponsor”) may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of Sponsor, HOFV, and PHFOF is referred to in this Schedule 13D as a “Separately Filing Person,” and they are collectively referred to in this Schedule 13D as the “Separately Filing Persons”.

Exhibit 99.2 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 Persons. The Reporting Persons understand that each Separately Filing Person intends to file a Schedule 13D pursuant to Rule 13d-1(k)(2) under the Exchange Act, containing the required information with respect to such Separately Filing Person. The Reporting Persons assume no responsibility for the information contained in any report filed by any Separately Filing Person. Each 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.

On July 1, 2020, in connection with, and as a result of, the Business Combination Transactions:

In July 2019, HOFV was introduced to Gordon Point Acquisition Corp., a Delaware corporation (“GPAQ”). At that time, GPAQ was a special purpose acquisition company, publicly traded on the NASDAQ Capital Market under the symbol “GPAQ.” HOFV 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, the Issuer, HOFV, PFHOF, 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.

On July 1, 2020, the parties described above consummated the mergers contemplated by the Merger Agreement (the “Consummation”). As a result, among other things, (a) GPAQ Acquiror 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 HOFV 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) HOFV and PFHOF became stockholders of the Issuer. Such transactions, collectively, are referred to in this Schedule 13D as the “Business Combination.”

In addition, in connection with the Business Combination, the Issuer (a) issued certain shares of the Issuer’s Common Stock to various affiliates of HOFV and to certain other persons (including ACC and CH Capital Lending, as described in Item 3 of this Schedule 13D) and (b) issued the CH Capital Convertible Note (as described in Item 3 of this Schedule 13D), to pay off various debts and fees owed by HOFV. 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 HOFV 50% of these Issuer warrants (i.e., the HOFV Warrants, as described in Item 3 of this Schedule 13D). The HOFV Warrants are exercisable to purchase 3,457,393 shares of the Issuer’s Common Stock.

Each of the Reporting Persons acquired beneficial ownership of the Issuer’s Common Stock in connection with, and as a result of, the Business Combination and for investment purposes. As described in Item 6 of this Schedule 13D, pursuant to the Director Nominating Agreement (defined in Item 6 of this Schedule 13D), HOFV became entitled to designate up to four individuals to serve on the Issuer’s board of directors. In connection with the Business Combination, HOFV appointed Michael Klein, Michael A. Crawford, and Lichter as its designees to the Issuer’s board of directors.

Presently, none of the Reporting Persons has any intention or plan to undertake any of the actions enumerated in Item 4 of Schedule 13D. Each 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 any Reporting Person’s consideration of alternatives with respect to its investment in the Issuer. Each Reporting Person may, based on its analysis of investment considerations, (a) sell, trade, or otherwise dispose of all or some of such Reporting Person’s holdings in the Issuer in the public markets, in privately negotiated transactions, or otherwise, (b) consider and/or implement various alternatives to maximize the value of such Reporting Person’s investment in the Issuer, or (c) take any other lawful actions that such Reporting Person 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 any Reporting Person will develop any plans or proposals with respect to any of the alternatives mentioned above.

IRG Canton Village Manager:

IRG Canton Village Member:

ACC:

CH Capital Lending:

Lichter:

As described in Item 4 of this Schedule 13D, on September 16, 2019, the Issuer, HOFV and others entered into the Merger Agreement, which provided for, among other things, HOFV’s and the other Reporting Person’s acquisition of the Issuer’s Common Stock. A copy of the Merger Agreement is attached hereto as Exhibit 99.3; the amendments to such Merger Agreement are attached hereto as Exhibits 99.4, 99.5, and 99.6.

Under the terms of HOFV’s organizational documents, HOFV has agreed to pass through its right to vote on matters put to a vote of the Issuer’s shareholders to HOFV’s members (including IRG Canton Village Member) in proportion to their respective ownership interests in HOFV; however, the pass-through of voting rights to HOFV’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, HOFV became a party to a number of other agreements.

Lock-Up Agreement. HOFV 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 of the Issuer’s Common Stock (or any securities convertible into, or exercisable or exchangeable for, or that represent the right to receive, the Issuer’s Common Stock) for a period after the Consummation ending on the date that is the later of (a) 180 days after the Consummation, and (b) 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 hereto as Exhibit 99.7.

Director Nominating Agreement. The Issuer, HOFV, PFHOF, 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 (a) so long as Sponsor beneficially owns at least 85% of the total number of shares of the Issuer’s Common Stock held by Sponsor as of the date of the Consummation, Sponsor will have the right to designate one individual to be appointed or nominated for election to the Board, (b) so long as HOFV beneficially owns at least 85% of the total number of shares of the Issuer’s Common Stock held by HOFV as of the date of the Consummation, HOFV 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 (i) three individuals, if HOFV owns less than 85% but at least 65%, (ii) two individuals, if HOFV owns less than 65% but at least 45%, or (iii) one individual, if HOFV owns less than 45% but at least 15%), and (c) so long as PFHOF beneficially owns at least 85% of the total number of shares of the Issuer’s Common Stock held by PFHOF as of the date of the Consummation, PFHOF will have the right to designate one individual to be appointed or nominated for election to the Board. Each of HOFV and PFHOF may designate one individual to serve as a non-voting Board observer (in the case of HOFV, so long as HOFV beneficially owns at least 15% of the total number of shares of the Issuer’s Common Stock held by HOFV as of the date of the Consummation, and, in the case of PFHOF, so long as PFHOF beneficially owns at least 85% of the total number of shares of the Issuer’s Common Stock held by PFHOF as of the date of the Consummation).

In addition, the Director Nominating Agreement provides that each of HOFV, PFHOF, 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 HOFV, PFHOF, 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 hereto as Exhibit 99.8.

In light of the Director Nominating Agreement, IRG Member may be deemed to be a member of a group with HOFV, PFHOF, and Sponsor. See Exhibit 99.2 for the beneficial ownership of the Separately Filing Persons. All of the beneficial ownership data stated in this Schedule 13D (except in Exhibit 99.2) states such beneficial ownership solely as to the Reporting Persons without regard to any such group.

The following documents are filed as appendices and exhibits (or incorporated by reference herein):

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 13^th day of July, 2020