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GPAQ
Acquisition Holdings, Inc.

780
Fifth Avenue South

Naples, FL 34102

February
14, 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. 2 to Registration Statement on Form S-4

Filed
February 7, 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 13, 2020, regarding our Amendment
No. 2 to Registration Statement on Form S-4 (“Amendment No. 2 to Registration Statement”) previously filed
on February 7, 2020.

A
marked version of Amendment No. 3 to the Registration Statement (“Amendment No. 3 to Registration Statement”)
is enclosed herewith reflecting all changes to Amendment No. 2 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. 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.

In
response to the Staff’s comment, we have revised the disclosure on page 53 of Amendment No. 3 to Registration Statement.

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 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.

We
respectfully advise the Staff that, in its comment letter to the Company dated February 5, 2020, the Staff requested that the
Company disclose the projections referenced in the Registration Statement that had been reviewed by the Board of Directors. In
response, Amendment No. 2 to Registration Statement contained disclosure of the projections provided by HOFV to the Company in
July 2019. These projections consisted solely of projected revenue and adjusted EBITDA numbers.

In
response to the Staff’s comment to include the disclosures required by Item 10(e)(i) of Regulation S-K, we respectfully advise
the Staff that the Company was not provided with such information. The Company is concerned that if it were to include such information,
it could mislead shareholders into thinking that the information had a part in the Board’s decision, which it did not.

In
addition, we respectfully advise the Staff that the projections reviewed by the Board in July 2019 were based on HOFV’s
assumptions as of that date and were subsequently updated by HOFV, which is the reason for the difference in the amounts noted
by the Staff. An updated copy of the investor presentation containing the updated projections was furnished by GPAQ in its Current
Report on Form 8-K dated January 8, 2020, which superseded and replaced the prior versions. We have included the updated projections
dated January 8, 2020 on page 92 of Amendment No. 3 to Registration Statement.

 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.

As
noted in our response to Comment #2 above, we respectfully advise the Staff that, in its comment letter to the Company dated February
5, 2020, the Staff requested that the Company disclose the projections referenced in the Registration Statement that had been
reviewed by the Board of Directors. In response, Amendment No. 2 to Registration Statement contained disclosure of the projections
provided by HOFV to the Company. These projections consisted solely of projected revenue and adjusted EBITDA numbers.

The
Company did not receive, and therefore did not consider, net income (loss) or earning (loss) per share. As a result, the projections
the Company included in Amendment No. 2 to Registration Statement only included the projected revenue and adjusted EBITDA information.
Accordingly, the Company and its advisors are concerned that the addition, after the fact, of net income (loss) or earning (loss)
per share would be potentially misleading because such information was not provided to the Company by HOFV and thus was not taken
into account during the Company’s evaluation of the Business Combination. Requiring disclosure of net income (loss) or earning
(loss) per share numbers would require their preparation today, long after the time of decision by the Company’s Board of Directors.
Such numbers would also have no relevance to the disclosure previously requested by the Staff.

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