SEC Comment Letter for GPAQ Acquisition Holdings, Inc. (CIK 0001791995) — Feb 14, 2020
GPAQ Acquisition Holdings, Inc. (CIK 0001791995)
Date: Feb. 14, 2020 · CIK: 0001791995 · Accession: 0000000000-20-001419
AI Filing Summary & Sentiment
File numbers found in text: 333-234655
Letter
February 13, 2020 James J. Dolan Chief Executive Officer GPAQ Acquisition Holdings, Inc. 780 Fifth Avenue South Naples, FL 34102 Re:GPAQ Acquisition Holdings, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed February 7, 2020 File No. 333-234655 Dear Mr. Dolan: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 5, 2020 letter. Amendment No. 2 to Registration Statement on Form S-4 Filed February 7, 2020 Risk Factors "We are relying on various forms of public financing to finance the Company.", page 53 1.We note your response to comment 4, and your amended disclosure on page 53, but it was not fully responsive to our comment. Please amend your disclosure to describe the risks to shareholders if you were to obtain financing through the Anticipated Future Debt. The Business Combination Proposal Projected Financial Information Provided by HOFV, page 92 2.Reference is made to your disclosure of projected Adjusted EBITDA. Please revise to include the disclosures required by Item 10(e)(i) of Regulation S-K. In addition, tell us
FirstName LastNameJames J. Dolan Comapany NameGPAQ Acquisition Holdings, Inc. February 13, 2020 Page 2 FirstName LastName James J. Dolan GPAQ Acquisition Holdings, Inc. February 13, 2020 Page 2 and disclose why the projected Revenue and Adjusted EBITDA amounts disclosed do not agree to the amounts in the Investor Presentation filed in GPAQ's Form 8-K filed January 8, 2020. Finally, reference is made to the fiscal 2019 projected revenue of $16.7 million. HOFV total revenues for the nine months ended September 30, 2019 were $6.2 million. Please tell us why you expect $10.5 million in total revenues in the three months ended December 31, 2019. 3.Please tell us your consideration of disclosing projected net income (loss) and earning (loss) per share. Refer to Item 10(b)(2) of Regulation S-K. You may contact Adam Phippen at 202-551-3336 or William Thompson at 202-551- 3344 if you have questions regarding comments on the financial statements and related matters. Please contact Katherine Bagley at 202-551-2545 or Lilyanna Peyser at 202-551- 3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Stephen Cohen
Show Raw Text
February 13, 2020
James J. Dolan
Chief Executive Officer
GPAQ Acquisition Holdings, Inc.
780 Fifth Avenue South
Naples, FL 34102
Re:GPAQ Acquisition Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 7, 2020
File No. 333-234655
Dear Mr. Dolan:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 5, 2020 letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed February 7, 2020
Risk Factors
"We are relying on various forms of public financing to finance the Company.", page 53
1.We note your response to comment 4, and your amended disclosure on page 53, but it was
not fully responsive to our comment. Please amend your disclosure to describe the risks
to shareholders if you were to obtain financing through the Anticipated Future Debt.
The Business Combination Proposal
Projected Financial Information Provided by HOFV, page 92
2.Reference is made to your disclosure of projected Adjusted EBITDA. Please revise to
include the disclosures required by Item 10(e)(i) of Regulation S-K. In addition, tell us
FirstName LastNameJames J. Dolan
Comapany NameGPAQ Acquisition Holdings, Inc.
February 13, 2020 Page 2
FirstName LastName
James J. Dolan
GPAQ Acquisition Holdings, Inc.
February 13, 2020
Page 2
and disclose why the projected Revenue and Adjusted EBITDA amounts disclosed do not
agree to the amounts in the Investor Presentation filed in GPAQ's Form 8-K filed January
8, 2020. Finally, reference is made to the fiscal 2019 projected revenue of $16.7 million.
HOFV total revenues for the nine months ended September 30, 2019 were $6.2 million.
Please tell us why you expect $10.5 million in total revenues in the three months ended
December 31, 2019.
3.Please tell us your consideration of disclosing projected net income (loss) and earning
(loss) per share. Refer to Item 10(b)(2) of Regulation S-K.
You may contact Adam Phippen at 202-551-3336 or William Thompson at 202-551-
3344 if you have questions regarding comments on the financial statements and related
matters. Please contact Katherine Bagley at 202-551-2545 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Stephen Cohen