SecProbe.io

CORRESP
1
filename1.htm

GPAQ
Acquisition Holdings, Inc.

780
Fifth Avenue South

Naples, FL 34102

February
7, 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.

Amendment
No. 1 to Registration Statement on Form S-4

Filed
January 23, 2020

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 February 5, 2020, regarding our Amendment
No. 1 to Registration Statement on Form S-4 (“Amendment No. 1 to Registration Statement”) previously filed
on January 23, 2020.

A
marked version of Amendment No. 2 to the Registration Statement (“Amendment No. 2 to Registration Statement”)
is enclosed herewith reflecting all changes to Amendment No. 1 to 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.

Amendment
No. 1 to Registration Statement on Form S-4 filed January 23, 2020 Comparative Share Information, page 49

1. We
                                         reviewed your response to comment 9 and we re-issue the comment. Please tell us how your
                                         current disclosure meets the requirements of Item 3(f) of Form S-4. In doing so, explain
                                         how you computed HOFV stockholders’ equity per share - basic and diluted as of September
                                         30, 2019. In addition, please provide stockholders’ equity per share - basic and diluted
                                         as of December 31, 2018. Finally, please tell us whether shareholders’ equity per
                                         share is intended to represent book value per share.

In
response to the Staff’s comment, we have revised the disclosure on page 49 of Amendment No. 2 to Registration Statement
as follows:

First,
we have added disclosure to clarify that that stockholders’ equity is being used as a proxy for book value. Second, we have
revised the calculation of HOFV stockholders’ equity per share to correct for the mathematical error in the calculation
of HOFV stockholders’ equity per share in Amendment No. 1. Finally, we have revised our filing to include HOFV and GPAQ
book value per share as of December 31, 2018. We respectfully advise the Staff that book value per share is not available on a
pro forma combined basis as of December 31, 2018, as a pro forma combined balance sheet is not required to be prepared for that
period.

Risks
Relating to HOFV

“The
projections contained in Investor Presentations . . .”, page 50

2. We
                                         note your response to comment 12. In this regard, you state that, while the Board deemed
                                         the projections relevant in its overall analysis of the business combination, it did
                                         not attribute significant weight to them, and deemed the other factors identified in
                                         the Registration Statement to be more significant. Thus, it appears that the projections
                                         were considered relevant to the board’s evaluation of the merger, and the board considered
                                         the projections in its analysis of all relevant factors. Further, we note your disclosure
                                         on page 89 that the board “did not consider it practicable to, nor did it attempt
                                         to, quantify or otherwise assign relative weights to the specific factors it took into
                                         account in reaching its decision,” which appears to conflict with your assertion
                                         that the board deemed certain factors more significant than others. Please disclose the
                                         referenced projections in the “Background of the Business Combination” disclosure,
                                         or provide us with further legal analysis as to why you are not required to do so. In
                                         your discussion of these projections, please include the material assumptions and uncertainties
                                         relied upon by HOFV in preparing these projections.

In response to the Staff’s
comment, we have revised the disclosure on pages 50 and 92 of Amendment No. 2 to Registration Statement to disclose the referenced
projections as well as the material assumptions and uncertainties relied upon by HOFV in preparing such projections.

“We may not be able to continue as
a going concern . . .”, page 51

    3.
    We note your response to comment 13, and your amended disclosure that, “in management’s opinion, there is substantial doubt of [y]our ability to continue as a going concern.” However, the report of your independent auditor on page F-57 includes a statement that there is “substantial doubt about the Company’s ability to continue as a going concern.” Therefore, please revise your risk factor disclosure to include a statement that this is your independent auditor’s opinion as well.

In response to the Staff’s
comment, we have revised the disclosure on page 51 of Amendment No. 2 to Registration Statement to reflect that, as of December
31, 2018, the independent auditor of HOFV included an explanatory paragraph to reflect HOFV’s substantial doubt to continue
as a going concern.

“We are relying on various forms of
public financing to finance the Company.”, page 53

    4.
    We note your response to comment 14, but we were unable to find the revised disclosure on page 53, as referenced in your response. Therefore, please amend your filing to describe the “other means” of financing, and the related risks to investors of pursuing each of these other means of funding.

In response to the Staff’s
comment, we have revised the disclosure on page 53 of Amendment No. 2 to Registration Statement.

“We rely on sponsorship contracts
to generate revenues.”, page 54

    5.
    We note your response to comment 16 and your amended disclosure, but we reissue our comment in part. In an appropriate place in your filing, please provide a brief description of the general terms of your sponsorship agreements. For example, disclose whether you generate revenue from these agreements through flat fees per sponsorship agreement, fees per event, or other fee structures.

In response to the Staff’s
comment, we have revised the disclosure on page 117 of Amendment No. 2 to Registration Statement.

“The
maturity date of our $65 million Term Loan . . .”, page 59

    6.
    We note your amended disclosure discussing a form
of loan purchase agreement pursuant to which Industrial Realty Group or its affiliate might purchase certain lenders’ interests
in your Term Loan. In an appropriate place in your filing, please define “the Tranche 1 and Tranche 2 Term Loan lenders.”
Further, please disclose what is meant by “currently negotiating,” including a discussion of whether you have reached
any formal or informal agreements with IRG or its affiliate at this time.

In response to the Staff’s
comment, we have defined “the Tranche 1 and Tranche 2 Term Loan lenders” on page 2 of Amendment No. 2 to Registration
Statement and revised the disclosure on page 59 of Amendment No. 2 to Registration Statement.

    2

    7.
    As a related matter, we note your disclosure that
“[t]o the extent HOFV does not have sufficient funds to pay all or a portion of the amounts due under the Term Loan at the
closing of the Business Combination, an affiliate of Industrial Realty Group has guaranteed to pay such amount on HOFV’s
behalf.” Please clarify whether this affiliate will guarantee this payment if the loan purchase agreement is not consummated.

In response to the Staff’s
comment, we have revised the disclosure on page 59 of Amendment No. 2 to Registration Statement.

Merger Consideration, page 80

    8.
    We note your disclosure that, “it is impossible, as of the date hereof, to predict with certainty the terms of any . . . Sponsor Reallocation. The number of shares and/or warrants to be transferred, and the parties to whom such shares may be transferred, are likely to change prior to the Closing as they are dependent upon a number of variables.” Please briefly describe these variables. Please also confirm that you will update your disclosure as appropriate to reflect changes in the terms of the Sponsor Reallocation, or tell us why you believe you are not required to do so.

In response to the Staff’s
comment, we have revised the disclosure on page 81 of Amendment No. 2 to Registration Statement. We also confirm that we will update
our disclosure as appropriate to reflect changes in the terms of the Sponsor Reallocation.

Background of the Business Combination,
page 86

    9.
    Please briefly describe the risks related to conflicts of interest, if any, related to MKC holding Founders Club Convertible Notes, its affiliate being a minority shareholder in HOFV, and M. Klein Associates, Inc.’s designation of two members of HOFV’s board of directors. We note that it appears that MKC and M. Klein Associates, Inc. are related parties.

In response to the Staff’s
comment, we have revised the disclosure on page 87 of Amendment No. 2 to Registration Statement to clarify that the Company Convertible
Notes held by MKC are expected to be converted into equity or other securities of Holdings at the closing of the Mergers and that
MKC’s affiliate M. Klein Associates, Inc. will have an indirect, beneficial interest in Holdings through HOFV following the
closing of the Mergers. We have cross-referenced to the section titled Certain Relationships and Related Person Transactions for
further description of the relationships between MKC and HOFV.  In addition, we do not believe that there are conflicts of
interest related to MKC’s holding Company Convertible Notes (because such notes are expected to convert into equity or other
securities of Holdings at the closing of the Mergers), its affiliate’s being a minority interest holder in HOFV (because
following the closing of the Mergers HOFV will simply be a holder of equity of Holdings), and M. Klein Associates, Inc.’s
ability to designate two members of HOFV’s board of directors (because HOFV will simply be a holder of equity of Holdings
following the closing of the Mergers).

GPAQ’s Board of Directors’ Reasons
for the Business Combination, page 89

    10.
    We note your response to comment 22, and your amended disclosure on page 89, where you describe the reasons underlying the board’s determination not to obtain a fairness opinion. However, this amended disclosure is not responsive to our comment. In this regard, please describe the substantive factors considered by the board in determining that the merger consideration was “fair” to shareholders.

In response to the Staff’s
comment, we have revised the disclosure on page 89 of Amendment No. 2 to Registration Statement.

    3

About
Phase II, page 115

    11.
    We note your response to comment 26, including your
statement that “[w]ith respect to media, HOFV has retained the full-time services of a highly skilled, West Coast-based media
executive to assist with the formulation and execution of our media strategy.” Please disclose this retainer agreement in
your filing, including a brief discussion of the terms of the agreement. Alternatively, tell us why you do not believe you are
required to do so.

In response to the Staff’s
comment, we have revised the disclosure on page 119 of Amendment No. 2 to Registration Statement.

    12.
    We note your response to comment 27. Please amend your disclosure to provide the substance of your response, including that you have “hired several additional full-time employees, including a Chief Commercial Officer and other senior professionals, to actively research these and other growth verticals.”

In response to the Staff’s
comment, we have revised the disclosure on page 119 of Amendment No. 2 to Registration Statement.

Executive Compensation of HOFV, page 122

    13.
    Please update your executive compensation to include the required disclosure for your fiscal year ended December 31, 2019. See Item 402 of Regulation S-K.

In response to the Staff’s
comment, we have revised the disclosure on pages 125 - 126 of Amendment No. 2 to Registration Statement.

Liquidity
and Capital Resources, page 143

14. Please
                                         file the loan facility with New Market Project, Inc.; the loan facility with the City
                                         of Canton, Ohio; the Sponsor promissory notes discussed on pages 137 and 161-162; and
                                         any other relevant, material contracts as exhibits to your registration statement, or
                                         tell us why you do not believe you are required to do so. See Item 601(b)(10) of Regulation
                                         S-K.

In
response to the Staff’s comment, we have filed the following documents as exhibits to Amendment No. 2 to Registration Statement:

    Exhibit

    Name

    10.26

    Loan
    Agreement dated December 30, 2019 between HOF Village Hotel II, LLC and City of Canton, Ohio

    10.27

    Business
    Loan Agreement dated December 30, 2019 between HOF Village Hotel II, LLC and NewMarket Project, Inc.

    10.28

    Promissory
    Note dated as of June 18, 2019 by Gordon Pointe Acquisition Corp. to the order of Gordon Pointe Management, LLC

    10.29

    Promissory
    Note dated as of September 27, 2019 by Gordon Pointe Acquisition Corp. to the order of Gordon Pointe Management, LLC

    10.30

    Promissory
    Note dated as of July 26, 2019 by Gordon Pointe Acquisition Corp. to the order of Gordon Pointe Management, LLC

    10.31

    Promissory
    Note dated as of October 29, 2019 by Gordon Pointe Acquisition Corp. to the order of Gordon Pointe Management, LLC

    10.32

    Promissory
    Note dated as of November 27, 2019 by Gordon Pointe Acquisition Corp. to the order of Gordon Pointe Management, LLC

    10.33

    Promissory
    Note dated as of December 26, 2019 by Gordon Pointe Acquisition Corp. to the order of Gordon Pointe Management, LLC

    10.34

    Promissory
    Note dated as of January 24, 2020 by Gordon Pointe Acquisition Corp. to the order of Gordon Pointe Management, LLC

    4

Index
to Financial Statements, page F-1

15. We
                                         reviewed your response to comment 33. You indicate that the financial statements of GPAQ
                                         Acquisition Holdings, Inc. are included in Amendment No. 1 to Form S-4; however, these
                                         financial statements are not in the amendment. Please revise to include these financial
                                         statements.

We respectfully advise
the Staff that GPAQ Acquisition Holdings, Inc. is a wholly-owned subsidiary of Gordon Pointe Acquisition Corp. formed solely for
the purpose of completing the proposed Business Combination and is consolidated as part of Gordon Pointe Acquisition Corp.’s
financial statements which are included in Amendment No. 2 to Registration Statement. Additionally, GPAQ Acquisition Holdings,
Inc. was formed in August 2019 with no activities.

Notes to Consolidated Financial Statements

Note 2: Summary of Significant Accounting
Policies

Revenue Recognition, page F-43

    16.
    Please