Additional Proxy Soliciting Materials (definitive) (defa14a)
June 15 2020 - 5:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 12, 2020
GORDON
POINTE ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38363
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82-1270173
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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780
Fifth Avenue South
Naples,
FL 34102
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (412) 960-4687
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which
registered
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Units,
each consisting of one share of Class A common stock, $0.0001 par value, and one Warrant
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GPAQU
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Nasdaq
Capital Market
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Class
A common stock, $0.0001 par value per share
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GPAQ
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Nasdaq
Capital Market
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Warrants
to purchase Class A common stock
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GPAQW
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01
Other Events.
On
June 15, 2020, Gordon Pointe Acquisition Corp. (the “Company”) issued a press release announcing that the
Company elected to extend the deadline to consummate its proposed business combination with HOF Village, LLC (“HOFV”)
to July 15, 2020. In connection with such extension, on June 12, 2020, the Company’s
sponsor contributed to the Company $0.04 for each of the
Company’s public shares outstanding, for an aggregate contribution of $114,937.76, which amount was deposited into
the Company’s trust account established in connection with the
Company’s initial public offering.
The
press release also announced that GPAQ’s shareholders may participate telephonically in the special meeting to approve the
proposed business combination with HOFV, which is scheduled for June 30, 2020 at 10:00 A.M. Eastern. Shareholders of the Company
may participate in the call by dialing 1-646-558-8656 and Entry Code: 798-121-0979 and Password: 882333.
The
press release is attached as Exhibit 99.1 hereto, and is incorporated into this Item 8.01 by reference.
Additional
Information
In
connection with the proposed business combination between the Company and HOFV, the Company has filed with the SEC Amendment No.
3 to Definitive Proxy Statement on June 4, 2020 (the “Merger Proxy Statement”), and the Company’s wholly-owned
subsidiary, GPAQ Acquisition Holdings, Inc. (“Holdings”) has filed with the SEC Post-Effective Amendment No. 3 to
Registration Statement on Form S-4 on June 4, 2020 (the “Registration Statement”). Investors and security holders
are advised to read the Registration Statement and the Merger Proxy Statement, and amendments thereto and the definitive proxy
statements, which contain important information about the proposed business combination and the parties to it. The Registration
Statement and definitive Merger Proxy Statement has been mailed to stockholders of the Company as of June 1, 2020. Stockholders
will also be able to obtain copies of the Registration Statement and Merger Proxy Statement, without charge, at the SEC’s
website at www.sec.gov or by directing a request to: Gordon Pointe Acquisition Corp., 780 Fifth Avenue South, Naples, FL 34102.
Forward-Looking
Statements
Certain
statements made herein 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, the Company’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. These forward-looking statements reflect the current analysis of existing information
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 risks
and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking
statements: the impact of the Coronavirus on the Company and HOFV, 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
the Company or other conditions to closing in the Merger Agreement; the outcome of any legal proceedings that have been, or will
be, instituted against the Company 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 the Company and Holdings.
Participants
in the Solicitation
The
Company, Holdings, HOFV, Newco and their respective directors, executive officers and other members of their management and employees,
under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection
with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names,
affiliations and interests in the Company’s directors in its Annual Report on Form 10-K for the fiscal year ended December
31, 2019, which was filed with the SEC on March 10, 2020, and also in the Registration Statement on Form S-4 filed with the SEC
and declared effective on February 14, 2020, as amended by Post-Effective Amendment No. 3 to Registration Statement filed with
the SEC on June 4, 2020, which includes the proxy statement/prospectus of the Company for the proposed transaction. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders
in connection with the proposed business combination, and information concerning the interests of the Company’s and Newco’s
participants in the solicitation, which may, in some cases, be different than those of the Company’s and Newco’s equity
holders generally, is set forth in the Post-Effective Amendment No. 3 to Registration Statement.
Non-Solicitation
This
communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any
securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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GORDON
POINTE ACQUISITION CORP.
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By:
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/s/
James J. Dolan
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Name:
James J. Dolan
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Title:
Chief Executive Officer
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Dated:
June 15, 2020
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