SEC Company Response from Hall of Fame Resort & Entertainment Co (HOFV, HOFVW) (CIK 0001708176) — Jan 23, 2020
Hall of Fame Resort & Entertainment Co (HOFV, HOFVW) (CIK 0001708176)
Date: Jan. 23, 2020 · CIK: 0001708176 · Accession: 0001213900-20-001639
AI Filing Summary & Sentiment
File numbers found in text: 001-38363
Letter
VIA EDGAR Division of Corporation Finance Office of Information Technologies and Services RE: Gordon Pointe Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed November 13, 2019 File No. 001-38363
Dear Ms. Bagley:
Gordon Pointe Acquisition Corp. (the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated December 9, 2019, regarding our Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) previously filed on November 13, 2019.
A marked version of Amendment No. 1 to the Preliminary Proxy Statement (“Amended Proxy Statement”) is enclosed herewith reflecting all changes to the Preliminary Proxy Statement. For the Staff’s convenience, we have recited the Staff’s comments in bold below and have followed each such comment with the Company’s response.
Preliminary Proxy Statement on Schedule 14A Filed November 13, 2019
General
1. We note that there is a concurrent S-4 filing by GPAQ Acquisition Holdings, Inc., your wholly owned subsidiary, regarding the transaction disclosed in your preliminary proxy statement. To the extent that any comments on the S-4 apply to your preliminary proxy statement, please apply these comments to you preliminary proxy statement and amend your disclosure accordingly, so that the disclosure in your proxy statement is consistent with that in the S-4.
We respectfully advise the Staff that we have applied comments received by the Staff on the S-4 Registration Statement by GPAQ Acquisition Holdings, Inc. to our Amended Proxy Statement.
2. Please unbundle the Charter Amendments Proposal into separate proposals so as to allow shareholders to vote separately on material matters, or provide your analysis as to why you believe you are not required to do so. Please refer to Rule 14a-4(a)(3) of Regulation 14A, as well as Question 201.01 of the Division's Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations.
In response to the Staff’s comment, we have revised the disclosure on page 101 of the Amended Proxy Statement to make it clear that each of the Charter Amendments Proposals must be voted on and we have revised the form of proxy card to present each proposed amendment to the Charter separately.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 23, 2020
Page 2
We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Stephen M. Cohen, Esq. at smcohen@foxrothschild.com or by telephone at (215) 299-2744.
Very truly yours,
/s/ James J. Dolan
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CORRESP
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Gordon Pointe Acquisition Corp.
780 Fifth Avenue South
Naples, FL 34102
January 23, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Information Technologies and Services
100 F Street, N.E.
Washington, DC 20549
Attn: Katherine Bagley
RE:
Gordon Pointe Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 13, 2019
File No. 001-38363
Dear Ms. Bagley:
Gordon Pointe Acquisition
Corp. (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated December 9, 2019, regarding our Preliminary Proxy Statement on Schedule 14A (the “Preliminary
Proxy Statement”) previously filed on November 13, 2019.
A marked version of Amendment
No. 1 to the Preliminary Proxy Statement (“Amended Proxy Statement”) is enclosed herewith reflecting all changes
to the Preliminary Proxy Statement. For the Staff’s convenience, we have recited the Staff’s comments in bold below
and have followed each such comment with the Company’s response.
Preliminary Proxy Statement on Schedule
14A Filed November 13, 2019
General
1. We note that there is a concurrent S-4 filing by GPAQ Acquisition Holdings, Inc., your wholly
owned subsidiary, regarding the transaction disclosed in your preliminary proxy statement. To the extent that any comments on the
S-4 apply to your preliminary proxy statement, please apply these comments to you preliminary proxy statement and amend your disclosure
accordingly, so that the disclosure in your proxy statement is consistent with that in the S-4.
We respectfully advise
the Staff that we have applied comments received by the Staff on the S-4 Registration Statement by GPAQ Acquisition Holdings, Inc.
to our Amended Proxy Statement.
2. Please unbundle the Charter Amendments Proposal into separate proposals so as to allow shareholders
to vote separately on material matters, or provide your analysis as to why you believe you are not required to do so. Please refer
to Rule 14a-4(a)(3) of Regulation 14A, as well as Question 201.01 of the Division's Exchange Act Rule 14a-4(a)(3) Compliance and
Disclosure Interpretations.
In response to the Staff’s
comment, we have revised the disclosure on page 101 of the Amended Proxy Statement to make it clear that each of the Charter Amendments
Proposals must be voted on and we have revised the form of proxy card to present each proposed amendment to the Charter separately.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 23, 2020
Page 2
We thank the Staff for its
review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Stephen
M. Cohen, Esq. at smcohen@foxrothschild.com or by telephone at (215) 299-2744.
Very truly yours,
/s/ James J. Dolan
James J. Dolan, Chief Executive Officer
cc: Fox Rothschild LLP
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