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GPAQ Acquisition Holdings, Inc.

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: GPAQ Acquisition Holdings, Inc.

Registration Statement on Form S-4

Filed November 12, 2019

File No. 333-234655

Dear Ms. Bagley:

GPAQ Acquisition Holdings,
Inc. (the “Company”, “Holdings”, “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 Registration Statement on Form
S-4 (the “Registration Statement”) previously filed on November 12, 2019.

A marked version of
Amendment No. 1 to the Registration Statement (“Amended Registration Statement”) is enclosed herewith reflecting
all changes to the Registration 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.

Registration Statement on Form S-4 Filed
November 12, 2019

Reasons for the Business Combination

GPAQ’s Reasons for the Business Combination, page 7

 1. We note your disclosure that “[s]ignificant redemptions by GPAQ stockholders, absent a
PIPE equity investment obtained by the Closing, will leave HOFV with a level of indebtedness at the closing that is impossible
to currently predict.” Please provide more detail about this PIPE equity investment, including what steps you have currently
taken, and the steps you intend to take in the future, to obtain a PIPE equity investment. Please also disclose the estimated amount
of the PIPE equity investment you intend to obtain.

In response to the
Staff’s comment, we respectfully advise the Staff that the Company and HOFV are contemplating a private financing transaction
(typically known as a PIPE) that may involve debt or equity that would close upon completion of the proposed business combination.
Proceeds from such a private financing transaction would be used to pay down debt and, to the extent there are additional proceeds
available, for working capital purposes. To date, the Company has enlisted its investment banker as a financial advisor to introduce
it to institutional and other accredited investors who may be appropriate investors in a private investment. On the assumption
that it will retain approximately $30 million in its trust account, the Company is targeting a private investment (PIPE) in the
approximate amount of $30 million. While the Company has entered into non-disclosure agreements with a limited number of potential
investors, as of the date hereof, the Company has not received any commitments, binding or otherwise, for a private financing and
cannot provide any assurances that it will be able to successfully complete a private financing transaction, or predict the form
of any such private investment. Any securities that may be issued in connection with the private financing will not be registered
under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 4(a)(2) of
the Securities Act.

U.S. Securities and Exchange Commission

Division of Corporation Finance

January 23, 2020

Page 2

Transaction Execution Risk; Liquidation
of the Company, page 8

 2. We note your disclosure that the deadline to consummate the business combination is January
29, 2019, “assuming all options to extend are exercised.” Please briefly describe the options currently available to
you for extending the date by which the business combination must be consummated and any material risks that such options will
not be extended.

In response to the
Staff’s comment, we have provided an updated description of the deadline to consummate a business combination (which is currently
January 29, 2020) and provided disclosure regarding the Company’s scheduled stockholder’s meeting to vote on proposals
that would further extend the deadline to February 29, 2020, plus an option for the Company to further extend such date for an
additional 30 days. We have also added an additional risk factor if the proposed extension is not approved by the Company’s
stockholders. These updates have been included on pages 7 and 63 of the Amended Registration Statement.

Interests of GPAQ’s Directors and Officers
in the Business Combination, page 34

 3. We note your disclosure that your Sponsor has contributed certain amounts to you in connection
with the extension of the deadline for 30 days from October 29, 2019 to November 30, 2019. Considering that the deadline appears
to have been extended to January 29, 2020, please disclose any additional contributions made by your Sponsor in relation to December
31, 2019 and January 29, 2020.

In response to the
Staff’s comment, we have provided a description of the contributions made by the Sponsor to date, as well as the proposed
contributions to be made assuming the proposed extension of the deadline to consummate our initial business combination is approved
by the Company’s stockholders at the Special Meeting scheduled for January 24, 2020, on page 36 of the Amended Registration
Statement.

Unaudited Pro forma Combined Financial
Information

Basis of Pro Forma Presentation, page 40

 4. Please tell us why the shares of common stock to be issued to HOFV shareholders disclosed in
the 5th paragraph does not agree to the number of shares disclosed in Consideration to the Newco Holders in the Business Combination
on page 4. Please also tell us why the percentages of shares owned by Newco Holders, GPAQ’s Sponsor, officers, directors and other
holders immediately following the Business Combination in the 6th and 7th paragraphs do not agree to information disclosed in Impact
of the Business Combination on GPAQ’s Public Float on page 6.

In response to the
Staff’s comment, we respectfully advise the Staff that the difference in the shares of common stock to be issued to HOFV
shareholders disclosed in the 5th paragraph on page 40 of the Registration Statement (17,220,700 shares) and on page
4 of the Registration Statement (17,470,990 shares) is due to the fact that the pro forma numbers were based on funds in the trust
account and shares to be issued as of June 30, 2019; whereas the number of shares disclosed on page 4 of the Registration Statement
were based on funds in the trust account as of October 31, 2019 and shares to be issued as of a closing on December 31, 2019. Likewise,
we also advise the Staff that the percentages of shares owned by Newco Holders, GPAQ’s Sponsor, officers, directors and other
holders immediately following the Business Combination in the 6th and 7th paragraphs are based on the June
30, 2019 financials; whereas the information disclosed in Impact of the Business Combination on page 6 are based on amounts as
of October 31, 2019.

These numbers have
been updated in the Amended Registration Statement; however, in response to the Staff’s comment, we have updated the disclosure
to make it clear that they are based on specific dates and amounts.

U.S. Securities and Exchange Commission

Division of Corporation Finance

January 23, 2020

Page 3

Pro Forma Adjustments to the Unaudited
Combined Balance Sheet, page 42

 5. We note your disclosure in note (7) regarding the issuance of shares and payment of cash in
satisfaction of outstanding fees, expenses and notes payable. Please disclose each of the debt obligations and the amounts satisfied
or partially satisfied with the issuance of the common stock and cash payment and the amounts of the fees, expenses and accrued
interest satisfied with the issuance of the comment stock.

In response to the
Staff’s comment, we have revised the disclosure on page 44 of the Amended Registration Statement.

 6. We note your disclosure in note (8) regarding the issuance of shares in satisfaction of prior
outstanding debt. Please disclose the debt obligations satisfied or partially satisfied with the issuance of common stock.

In response to the
Staff’s comment, we have revised the disclosure on page 44 of the Amended Registration Statement.

 7. Please provide us with a reconciliation of outstanding debt and preferred equity converted to
equity disclosed in the notes to the disclosure on page 8 that approximately $144.3 million of HOFV’s outstanding debt and preferred
equity is expected to convert into equity.

In response to the Staff’s comment,
we have provided the table below, which shows the conversion of outstanding debt and preferred equity, which is based on amounts
as of 12/31/2019.

    Debt & Preferred Equity Conversion

    As of 12/31/2019

    Value
    Shares
    Exchange Ratio

    Bridge loan
    $ 17,286,178
      2,074,341
      1.2

    Founders Class
    $ 15,030,774
      1,803,693
      1.2

    New Founders Class
    $ 2,050,000
      205,000
      1.0

    ACC Debt
    $ 6,794,896
      815,388
      1.2

    New ACC Debt
    $ 2,800,000
      280,000
      1.0

    Preferred Equity
    $ 100,291,580
      12,034,990
      1.2

    Total
    $ 144,253,428
      17,213,411

We respectfully advise the Staff that the
Amended Registration Statement has been revised to reflect that $147.7 million in debt and preferred equity are expected to convert
into equity. The difference from the $144.3 million included in the Registration Statement is a result of using estimates of accrued
interest as of an assumed closing of February 21, 2020 in the Amended Registration Statement (versus the assumed closing of December
31, 2019 in the Registration Statement). The below table shows the conversion of outstanding debt and preferred equity as of February
21, 2020.

    Debt & Preferred Equity Conversion

    As of 02/21/2020

    Value
    Shares
    Exchange Ratio

    Bridge loan
    $ 17,351,832
      2,082,220
      1.2

    Founders Class
    $ 15,605,817
      1,872,698
      1.2

    New Founders Class
    $ 2,050,000
      205,000
      1.0

    ACC Debt
    $ 7,141,479
      820,978
      1.2

    New ACC Debt
    $ 2,650,000
      295,000
      1.0

    Preferred Equity
    $ 102,877,844
      12,345,341
      1.2

    Total
    $ 147,676,971
      17,621,237

U.S. Securities and Exchange Commission

Division of Corporation Finance

January 23, 2020

Page 4

Pro Forma Adjustments to the Unaudited
Combined Statements of Operations, page 45

 8. Please provide us with a reconciliation of public shares, sponsor shares and shares issued in
the Business Combination outstanding in note (4), based on the outstanding shares of GPAQ at June 30, 2019 and the disclosures
in the notes to the Unaudited Combined Balance Sheet on page 42.

In response to the Staff’s comment,
we have provided the tables below, which provide a breakdown of shares to be issued by obligation type as of June 30, 2019.

Scenario #1:

Shares Issued
by Obligation Type with No Redemptions

    As of 06/30/2019
    As of 12/31/2019

    Shares
    Ownership %
    Shares
    Ownership %

    Debt

    Bridge loan
      1,892,781
      4.97 %
      2,074,341
      5.28 %

    Founders Class
      1,664,759
      4.37 %
      1,803,693
      4.59 %

    New Founders Class
      -
      0.00 %
      205,000
      0.52 %

    ACC Debt
      800,936
      2.10 %
      815,388
      2.07 %

    New ACC Debt
      -
      0.00 %
      280,000
      0.71 %

    Total Shares issued for Debt
      4,358,476
      11.45 %
      5,178,422
      13.17 %

    Common / Pref

    Common Equity
      5,436,000
      14.28 %
      5,436,000
      13.83 %

    Preferred Equity
      11,784,700
      30.96 %
      12,034,990
      30.62 %

    Total Common/Pref
      17,220,700
      45.25 %
      17,470,990
      44.45 %

    Fees & Expenses

    MKC
      1,078,984
      2.84 %
      1,078,984
      2.75 %

    IRG
      610,000
      1.60 %
      610,000
      1.55 %

    PFHOF
      420,000
      1.10 %
      420,000
      1.07 %

    GPAQ
      191,567
      0.50 %
      369,430
      0.94 %

    Total Fees / Expenses
      2,300,551
      6.04 %
      2,478,414
      6.31 %

    GPAQ Founder Shares1
      1,762,500
      4.63 %
      1,762,500
      4.48 %

    GPAQ Founder Shares1 - HOFV
      1,362,500
      3.58 %
      1,362,500
      3.47 %

    PIPE Shares
      -
      0.00 %
      -
      0.00 %

    GPAQ Public Shares2
      11,053,539
      29.04 %
      11,053,539
      28.12 %

    Grand Total
      38,058,266
      100.00 %
      39,306,364
      100.00 %

1 - Assumes transfer of 1,362,500 shares by GPAQ Sponsor.

2 - Assumes no redemptions

U.S. Securities and Exchange Commission

Division of Corporation Finance

January 23, 2020

Page 5

Scenario #2:

Shares Issued
by Obligation Type with Max Redemptions

    As of 06/30/2019
    As of 12/31/2019

    Shares
    Ownership %
    Shares
    Ownership %

    Debt

    Bridge loan
      1,892,781
      6.68 %
      2,074,341
      7.22 %

    Founders Class
      1,664,759
      5.87 %
      1,803,693
      6.28 %

    New Founders Class
      -
      0.00 %
      205,000
      0.71 %

    ACC Debt
      800,936
      2.82 %
      815,388
      2.84 %

    New ACC Debt
      -
      0.00 %
      280,000
      0.97 %

    Total Shares issued for Debt
      4,358,476
      15.37 %
      5,178,422
      18.03 %

    Common / Pref

    Common Equity
      5,436,000
      19.17 %
      5,436,000
      18.92 %

    Preferred Equity
      11,784,700
      41.57 %
      12,034,990
      41.89 %

    Total Common/Pref
      17,220,700
      60.74 %
      17,470,990
      60.82 %

    Fees & Expenses

    MKC
      1,078,984
      3.81 %
      1,078,984
      3.76 %

    IRG
      610,000
      2.15 %
      610,000
      2.12 %

    PFHOF
      420,000
      1.48 %
      420,000
      1.46 %

    GPAQ
      191,567
      0.68 %
      369,430
      1.29 %

    Total Fees / Expenses
      2,300,551
      8.11 %
      2,478,414
      8.63 %

    GPAQ Founder Shares1
      1,762,500
      6.22 %
      1,762,500
      6.14 %

    GPAQ Founder Shares1 - HOFV
      1,362,500
      4.81 %
      1,362,500
      4.74 %

    PIPE Shares
      -
      0.00 %
      -
      0.00 %

    GPAQ Public Shares2,3
      1,347,620
      4.75 %
      474,674
      1.65 %

    Grand Total
      28,352,347
      100.00 %
      28,727,499
      100.00 %

1 - Assumes transfer of 1,362,500 shares by
GPAQ Sponsor.

2 -
Pro Forma financials assumes max redemptions of 9,705,919 as described in Scenario 2 on page 40

3 - Impact of the Business
Combination on GPAQ’s public float assumes there are redemptions by GPAQ’s public stockholders up to the maximum level
permitted by GPAQ’s current amended and restated certificate of incorporation. In order to maintain a minimum of net
tangible assets of $5,000,001, no more than 10,578,865 can redeem, leaving 474,674 shares outstanding

Public shares in Scenario #1 includes the
current number of public shares outstanding (11,053,539 shares). Public shares in Scenario #2 includes the current number of public
shares outstanding less maximum redemptions. The maximum redemption amount is derived after giving effect to the payments to redeeming
stockholders and payment of estimated transaction expenses. (i.e. Maximum redemption amount assumes that enough capital remains
in trust to cover the cost of estimated transaction expenses.)

Sponsor shares include Founder Shares (3,125,000)
plus shares issued in exchange for promissory notes owed to GPAQ’s Sponsor (191,567 shares) less Founder Shares that assumed
to be transferred pursuant to the “Sponsor Reallocation” (1,362,500 shares), equaling 1,954,067 shares.

Shares to be issued in the Business Combination
include shares issued for the Bridge Loan, Founders Class convertible notes, ACC Debt (totaling 4,358,476 shares), plus Common
Equity and Preferred Equi