CUSIP No. 40619L102
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Page 2 of 20 Pages
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1
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NAME
OF REPORTING PERSON
IRG
Canton Village Manager, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares
|
8
|
SHARED
VOTING POWER
18,485,230
shares
|
9
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SOLE
DISPOSITIVE POWER
0
shares
|
10
|
SHARED
DISPOSITIVE POWER
18,485,230
shares
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,485,230
shares
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%
(1)
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14
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TYPE
OF REPORTING PERSON
OO
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(1)
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For
purposes of this Schedule 13D, the percentage reported is based on the following:
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●
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The
numerator consists of a total of 18,485,230 shares of the Issuer’s Common
Stock, representing (a) HOFV’s beneficial ownership of 15,027,837 shares
of the Issuer’s Common Stock, plus (b) 3,457,393 shares of the Issuer’s
Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants (defined in Item 3
of this Schedule 13D).
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|
●
|
The
denominator consists of a total of 36,059,078 shares of the Issuer’s Common
Stock, representing (i) 31,819,076 shares of the Issuer’s Common Stock outstanding
immediately following the Consummation (defined in Item 4 of this Schedule 13D)
of the Business Combination (defined in Item 4 of this Schedule 13D), as reported
in the Form 8-K filed by the Issuer with the Securities and Exchange Commission
(“SEC”) on July 8, 2020, plus (ii) 3,457,393 shares
of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants,
plus (iii) 782,609 shares of the Issuer’s Common Stock issuable to CH Capital
if CH Capital Lending exercises its conversion option under the CH Capital
Convertible Note (defined in Item 3 of this Schedule 13D).
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●
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“CH Capital
Lending” means CH Capital Lending, LLC, a Delaware limited liability company.
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●
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“Common
Stock” means the Common Stock, par value $0.0001 per share, of the Issuer.
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●
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“HOFV”
means HOF Village, LLC, a Delaware limited liability company.
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|
●
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“Issuer”
means Hall of Fame Resort & Entertainment Company, a Delaware corporation.
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CUSIP No. 40619L102
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Page 3 of 20 Pages
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1
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NAME
OF REPORTING PERSON
IRG
Canton Village Member, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
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3
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SEC
USE ONLY
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4
|
SOURCE
OF FUNDS
OO
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares
|
8
|
SHARED
VOTING POWER
18,485,230
shares
|
9
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SOLE
DISPOSITIVE POWER
0
shares
|
10
|
SHARED
DISPOSITIVE POWER
18,485,230
shares
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,485,230
shares
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%
(1)
|
14
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TYPE
OF REPORTING PERSON
OO
|
|
(1)
|
For
purposes of this Schedule 13D, the percentage reported is based on the following:
|
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●
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The
numerator consists of a total of 18,485,230 shares of the Issuer’s Common
Stock, representing (a) HOFV’s beneficial ownership of 15,027,837 shares
of the Issuer’s Common Stock, plus (b) 3,457,393 shares of the Issuer’s
Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants (defined in Item 3
of this Schedule 13D).
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|
●
|
The
denominator consists of a total of 36,059,078 shares of the Issuer’s Common
Stock, representing (i) 31,819,076 shares of the Issuer’s Common Stock outstanding
immediately following the Consummation (defined in Item 4 of this Schedule 13D)
of the Business Combination (defined in Item 4 of this Schedule 13D), as reported
in the Form 8-K filed by the Issuer with the Securities and Exchange Commission
(“SEC”) on July 8, 2020, plus (ii) 3,457,393 shares
of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants,
plus (iii) 782,609 shares of the Issuer’s Common Stock issuable to CH Capital
if CH Capital Lending exercises its conversion option under the CH Capital
Convertible Note (defined in Item 3 of this Schedule 13D).
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●
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“CH Capital
Lending” means CH Capital Lending, LLC, a Delaware limited liability company.
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●
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“Common
Stock” means the Common Stock, par value $0.0001 per share, of the Issuer.
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●
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“HOFV”
means HOF Village, LLC, a Delaware limited liability company.
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|
●
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“Issuer”
means Hall of Fame Resort & Entertainment Company, a Delaware corporation.
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CUSIP No. 40619L102
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Page 4 of 20 Pages
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1
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NAME
OF REPORTING PERSON
American
Capital Center, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☒
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3
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SEC
USE ONLY
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4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares
|
8
|
SHARED
VOTING POWER
407,479
shares
|
9
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SOLE
DISPOSITIVE POWER
0
shares
|
10
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SHARED
DISPOSITIVE POWER
407,479
shares
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,479
shares
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
(1)
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14
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TYPE
OF REPORTING PERSON
OO
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(1)
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For
purposes of this Schedule 13D, the percentage reported is based on the following:
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●
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The
numerator consists of American Capital Center, LLC’s beneficial ownership of 407,479 shares
of the Issuer’s Common Stock.
|
|
●
|
The
denominator consists of a total of 36,059,078 shares of the Issuer’s Common
Stock, representing (i) 31,819,076 shares of the Issuer’s Common Stock outstanding
immediately following the Consummation (defined in Item 4 of this Schedule 13D)
of the Business Combination (defined in Item 4 of this Schedule 13D), as reported
in the Form 8-K filed by the Issuer with the Securities and Exchange Commission
(“SEC”) on July 8, 2020, plus (ii) 3,457,393 shares
of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants
(defined in Item 3 of this Schedule 13D), plus (iii) 782,609 shares
of the Issuer’s Common Stock issuable to CH Capital if CH Capital Lending
exercises its conversion option under the CH Capital Convertible Note (defined in
Item 3 of this Schedule 13D).
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●
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“CH Capital
Lending” means CH Capital Lending, LLC, a Delaware limited liability company.
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●
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“Common
Stock” means the Common Stock, par value $0.0001 per share, of the Issuer.
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●
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“HOFV”
means HOF Village, LLC, a Delaware limited liability company.
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|
●
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“Issuer”
means Hall of Fame Resort & Entertainment Company, a Delaware corporation.
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CUSIP No. 40619L102
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Page 5 of 20 Pages
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1
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NAME
OF REPORTING PERSON
CH
Capital Lending, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares
|
8
|
SHARED
VOTING POWER
5,097,214
shares
|
9
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SOLE
DISPOSITIVE POWER
0
shares
|
10
|
SHARED
DISPOSITIVE POWER
5,097,214
shares
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,097,214
shares
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
(1)
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14
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TYPE
OF REPORTING PERSON
OO
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(1)
|
For
purposes of this Schedule 13D, the percentage reported is based on the following:
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●
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The
numerator consists of a total of 5,097,214 shares of the Issuer’s Common Stock,
representing (a) CH Capital Lending’s beneficial ownership of 4,314,605 shares
of the Issuer’s Common Stock, plus (b) 782,609 shares of the Issuer’s
Common Stock issuable to CH Capital if CH Capital Lending exercises its conversion
option under the CH Capital Convertible Note (defined in Item 3 of this Schedule 13D).
|
|
●
|
The
denominator consists of a total of 36,059,078 shares of the Issuer’s Common
Stock, representing (i) 31,819,076 shares of the Issuer’s Common Stock outstanding
immediately following the Consummation (defined in Item 4 of this Schedule 13D)
of the Business Combination (defined in Item 4 of this Schedule 13D), as reported
in the Form 8-K filed by the Issuer with the Securities and Exchange Commission
(“SEC”) on July 8, 2020, plus (ii) 3,457,393 shares
of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants
(defined in Item 3 of this Schedule 13D), plus (iii) 782,609 shares
of the Issuer’s Common Stock issuable to CH Capital if CH Capital Lending
exercises its conversion option under the CH Capital Convertible Note.
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|
●
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“CH Capital
Lending” means CH Capital Lending, LLC, a Delaware limited liability company.
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●
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“Common
Stock” means the Common Stock, par value $0.0001 per share, of the Issuer.
|
|
●
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“HOFV”
means HOF Village, LLC, a Delaware limited liability company.
|
|
●
|
“Issuer”
means Hall of Fame Resort & Entertainment Company, a Delaware corporation.
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CUSIP No. 40619L102
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Page 6 of 20 Pages
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1
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NAME
OF REPORTING PERSON
Stuart
Lichter
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares
|
8
|
SHARED
VOTING POWER
23,989,923
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
shares
|
10
|
SHARED
DISPOSITIVE POWER
23,989,923
shares
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,989,923
shares
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.5%
(1)
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14
|
TYPE
OF REPORTING PERSON
IN
|
|
(1)
|
For
purposes of this Schedule 13D, the percentage reported is based on the following:
|
|
●
|
The
numerator consists of a total of 23,989,923 shares of the Issuer’s Common
Stock, representing (a) 18,485,230 shares of the Issuer’s Common Stock beneficially
owned by HOFV, plus (b) 407,479 shares of the Issuer’s Common Stock beneficially
owned by American Capital Center, LLC, plus (c) 5,097,214 shares of the Issuer’s
Common Stock beneficially owned by CH Capital Lending.
|
|
●
|
The
denominator consists of a total of 36,059,078 shares of the Issuer’s Common
Stock, representing (i) 31,819,076 shares of the Issuer’s Common Stock outstanding
immediately following the Consummation (defined in Item 4 of this Schedule 13D)
of the Business Combination (defined in Item 4 of this Schedule 13D), as reported
in the Form 8-K filed by the Issuer with the Securities and Exchange Commission
(“SEC”) on July 8, 2020, plus (ii) 3,457,393 shares
of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants
(defined in Item 3 of this Schedule 13D), plus (iii) 782,609 shares
of the Issuer’s Common Stock issuable to CH Capital if CH Capital Lending
exercises its conversion option under the CH Capital Convertible Note (defined in
Item 3 of this Schedule 13D).
|
|
●
|
“CH Capital
Lending” means CH Capital Lending, LLC, a Delaware limited liability company.
|
|
●
|
“Common
Stock” means the Common Stock, par value $0.0001 per share, of the Issuer.
|
|
●
|
“HOFV”
means HOF Village, LLC, a Delaware limited liability company.
|
|
●
|
“Issuer”
means Hall of Fame Resort & Entertainment Company, a Delaware corporation.
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CUSIP No. 40619L102
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Page 7 of 20 Pages
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ITEM
1.
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SECURITY
AND ISSUER
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This
Schedule 13D relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Hall of
Fame Resort & Entertainment Company, a Delaware corporation (the “Issuer”). The address of the principal
executive office of the Issuer is 2626 Fulton Drive NW, Canton, Ohio 44718.
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ITEM
2.
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IDENTITY
AND BACKGROUND
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(a)
|
This
Schedule 13D is filed by the following persons (each a “Reporting Person,”
and collectively, the “Reporting Persons”):
|
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1.
|
IRG
Canton Village Manager, LLC, a Delaware limited liability company (“IRG Canton
Village Manager”);
|
|
2.
|
IRG
Canton Village Member, LLC, a Delaware limited liability company (“IRG Canton
Village Member”);
|
|
3.
|
American
Capital Center, LLC, a Delaware limited liability company (“ACC”);
|
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4.
|
CH
Capital Lending, LLC, a Delaware limited liability company (“CH Capital
Lending”); and
|
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5.
|
Stuart
Lichter, an individual citizen of the United States of America and resident of the state
of California (“Lichter”).
|
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(b)
|
The
business address of each Reporting Person is 11111 Santa Monica Boulevard, Suite
800, Los Angeles, California 90025. The residence address of Lichter is 631 Paseo
de la Playa, Redondo Beach, California 90277.
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(c)
|
IRG
Canton Village Manager is a real estate development and management company and is the
sole manager of HOF Village, LLC, a Delaware limited liability company (“HOFV”).
IRG Canton Village Member is a real estate investment company and owns approximately
74.9% of the common membership interests in HOFV. ACC is a real estate investment and
lending company and is the sole preferred (non-voting) member of HOFV. CH Capital
Lending is a real estate investment and lending company. CH Capital Lending is not a
member of HOFV.
|
Lichter
is an individual resident of the state of California. Lichter is the President and Chairman of the Board of Industrial Realty
Group. Lichter and Industrial Realty Group (and their affiliated companies) are engaged primarily in the business of real estate
investment, development, leasing, management, and lending. Lichter owns (indirectly) a majority of the membership interests in
IRG Canton Village Member, IRG Canton Village Manager, and CH Capital Lending. Lichter does not own (directly or indirectly)
any of the membership interests in ACC. Lichter is a member of the Issuer’s board of directors.
Exhibit 99.1
attached to this Schedule 13D contains additional information regarding the directors and executive officers of IRG Canton
Village Manager, IRG Canton Village Member, ACC, and CH Capital Lending.
CUSIP No. 40619L102
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Page 8 of 20 Pages
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Prior
to the Business Combination (defined in Item 4 of this Schedule 13D), HOFV was a resort and entertainment company located
in Canton, Ohio, leveraging the power and popularity of professional football in partnership with National Football Museum, Inc.,
an Ohio nonprofit corporation doing business as the Pro Football Hall of Fame (“PFHOF”). HOFV was formed in
2015 by initial equity members IRG Canton Village Member and Hall of Fame Village, Inc., an Ohio corporation (which transferred
its membership interest to its parent, PFHOF, in 2019). In 2018, ACC became the sole preferred member of HOFV, and M. Klein &
Associates, Inc., a New York corporation (“MKlein”), became a common member of HOFV.
In
connection with, and as a result of the Business Combination transactions:
|
(i)
|
HOFV
became a stockholder of the Issuer and a vehicle for holding certain interests in the
Issuer for the benefit (indirectly) of IRG Canton Village Member, PFHOF, MKlein, ACC,
and others. The interests in the Issuer acquired by HOFV are described in Item 3
of this Schedule 13D.
|
|
(ii)
|
Each
of CH Capital Lending and ACC acquired certain shares of the Issuer’s Common
Stock. The shares of the Issuer’s Common Stock acquired by CH Capital Lending
and ACC are described in Item 3 of this Schedule 13D.
|
|
(iii)
|
CH Capital
acquired the CH Capital Convertible Note (defined in Item 3 of this Schedule 13D).
|
Investment
and voting decisions for IRG Canton Village Manager, IRG Canton Village Member, ACC, and CH Capital Lending are
made by a three-person board of directors, of which Lichter is a member (Lichter and the other members of such board of directors
are named on Exhibit 99.1 attached to this Schedule 13D). Lichter disclaims beneficial ownership of the securities of
the Issuer owned by HOFV, IRG Canton Village Manager, IRG Canton Village Member, ACC, and CH Capital Lending, except
to the extent of his pecuniary interest therein.
As
described further in Item 6 of this Schedule 13D, HOFV is party with others to certain agreements relating to the Business
Combination. As a result of these agreements, the Reporting Persons, HOFV, PFHOF, and Gordon Pointe Management LLC, a Florida
limited liability company (“Sponsor”) may be deemed to be members of a “group” within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of Sponsor,
HOFV, and PHFOF is referred to in this Schedule 13D as a “Separately Filing Person,” and they are collectively
referred to in this Schedule 13D as the “Separately Filing Persons”.
Exhibit 99.2
attached hereto sets forth certain information regarding the Separately Filing Persons, as required by Item 2 of Schedule 13D,
to the extent such information is available to the Reporting Persons. The Reporting Persons understand that each Separately Filing
Person intends to file a Schedule 13D pursuant to Rule 13d-1(k)(2) under the Exchange Act, containing the required information
with respect to such Separately Filing Person. The Reporting Persons assume no responsibility for the information contained in
any report filed by any Separately Filing Person. Each Reporting Person disclaims beneficial ownership of the shares held separately
by the Separately Filing Persons. The information contained in this Schedule 13D concerning the Separately Filing Persons
is based solely on documents filed with the SEC by the Separately Filing Persons and the Issuer.
CUSIP No. 40619L102
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|
Page 9 of 20 Pages
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|
(d)
|
During
the last five years, (i) none of the Reporting Persons has been convicted in any
criminal proceedings, and, (ii) to the best of the Reporting Persons’ knowledge,
none of the persons listed on Exhibit 99.1 attached hereto has been convicted in
any criminal proceedings.
|
|
(e)
|
During
the last five years, (i) none of the Reporting Persons has been a party to a civil
proceeding of any judicial or administrative body of competent jurisdiction as a result
of which such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding of any violation with respect to such laws, and (ii) to
the best of the Reporting Persons’ knowledge, none of the persons listed on Exhibit 99.1
attached hereto has been a party to a civil proceeding of any judicial or administrative
body of competent jurisdiction as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding of any violation with
respect to such laws.
|
|
(f)
|
Each
of the IRG Canton Village Manager, IRG Canton Village Member, ACC, and CH Capital
Lending is a limited liability company organized under the laws of the state of Delaware.
Lichter is an individual citizen of the United States of America and resident of the
state of California. The citizenship of each Reporting Person’s directors and executive
officers is listed on Exhibit 99.1.
|
|
ITEM
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
On
July 1, 2020, in connection with, and as a result of, the Business Combination Transactions:
|
(a)
|
HOFV
acquired 15,027,837 shares of the Issuer’s Common Stock and certain warrants (the
“HOFV Warrants”) exercisable for 3,457,393 shares of the Issuer’s
Common Stock. HOFV did not expend any funds to acquire the Issuer’s Common Stock
or the HOFV Warrants. Rather, HOFV acquired the Issuer’s Common Stock as a
result of the Business Combination, in exchange for HOFV’s interest in HOF Village
Newco, LLC, a Delaware limited liability company (“Newco”). Immediately
prior to the Business Combination, approximately 82.5% of the membership interests in
Newco were owned by HOFV and approximately 17.5% of the membership interests in Newco
were owned by PFHOF. Sponsor also transferred the HOFV Warrants to HOFV in connection
with the Business Combination. The HOFV Warrants are not currently exercisable but will
be exercisable within 60 days.
|
|
(b)
|
Certain
master development fees, in the amount of $6,100,000, previously owed to IRG Canton
Village Manager by HOFV, were converted into 610,000 shares of the Issuer’s
Common Stock. At the direction of IRG Canton Village Manager, such shares were issued
in the name of CH Capital Lending. Neither IRG Canton Village Manager nor CH Capital
Lending expended or borrowed any additional funds to acquire such shares of the Issuer’s
Common Stock.
|
CUSIP No. 40619L102
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|
Page 10 of 20 Pages
|
|
(c)
|
Certain
loans and equity contributions that had been made by ACC to HOFV, with an aggregate outstanding
balance of $12,878,853 as of July 1, 2020, were extinguished and converted into
a total of 1,484,611 shares of the Issuer’s Common Stock. At the direction
of ACC, 407,479 of such shares were issued in the name of ACC and 1,077,132 of such shares
were issued in the name of CH Capital Lending. Neither ACC nor CH Capital Lending
expended or borrowed any additional funds to acquire such shares of the Issuer’s
Common Stock.
|
|
(d)
|
Certain
loans that had been made by CH Capital Lending to HOFV, with an aggregate outstanding
balance of approximately $4,010,700 as of July 1, 2020, were extinguished and converted
into 455,287 shares of the Issuer’s Common Stock. Such shares were issued
in the name of CH Capital Lending. CH Capital Lending did not expend or borrow
any additional funds to acquire such shares of the Issuer’s Common Stock.
|
|
(e)
|
Certain
loans that had been made by IRG, LLC, a Nevada limited liability company (“IRG, LLC”),
to HOFV, with an aggregate outstanding balance of $18,101,550 as of July 1, 2020,
were extinguished and converted into 2,172,186 shares of the Issuer’s Common
Stock. At the direction of IRG, LLC, such shares were issued in the name of CH Capital
Lending. Neither IRG, LLC nor CH Capital Lending expended or borrowed any additional
funds to acquire such shares of the Issuer’s Common Stock.
|
|
(f)
|
Industrial
Realty Group, LLC, a Nevada limited liability company (“Industrial Realty Group”)
had made certain loans to HOFV. A portion of the outstanding balance of such loans (specifically
$9,000,000) was extinguished and converted into an 8.00% Convertible Note due 2025,
in the original principal amount of $9,000,000, issued by the Issuer (the “CH Capital
Convertible Note”). As of July 1, 2020, the CH Capital Convertible
Note is convertible, at the option of the holder thereof, into 782,609 shares of
the Issuer’s Common Stock (such option has not been exercised). At the direction
of Industrial Realty Group, the CH Capital Convertible Note was made payable to
CH Capital Lending. Neither Industrial Realty Group nor CH Capital Lending
expended or borrowed any additional funds to acquire the CH Capital Convertible
Note.
|
|
ITEM
4.
|
PURPOSE
OF TRANSACTION
|
In
July 2019, HOFV was introduced to Gordon Point Acquisition Corp., a Delaware corporation (“GPAQ”). At that
time, GPAQ was a special purpose acquisition company, publicly traded on the NASDAQ Capital Market under the symbol “GPAQ.”
HOFV was seeking additional capital to carry out its business plan to become a premier resort and entertainment venue. Following
extensive discussions, on September 16, 2019, the Issuer, HOFV, PFHOF, GPAQ, and others entered into a definitive agreement
and plan of merger (as amended, the “Merger Agreement”), which was subject to a number of closing conditions,
including the approval of GPAQ’s stockholders. A meeting of GPAQ’s stockholders was held on June 30, 2020, at
which time the stockholders approved the Merger Agreement. All other closing conditions have been satisfied or were waived.
CUSIP No. 40619L102
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Page 11 of 20 Pages
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On
July 1, 2020, the parties described above consummated the mergers contemplated by the Merger Agreement (the “Consummation”).
As a result, among other things, (a) GPAQ Acquiror Merger Sub, Inc., a wholly-owned subsidiary of the Issuer, was merged
with and into GPAQ, with GPAQ continuing as the surviving entity and a wholly-owned subsidiary of the Issuer, (b) Sponsor
and the other stockholders of GPAQ became stockholders of the Issuer, (c) all of the assets and liabilities of HOFV were
transferred to Newco, (d) GPAQ Company Merger Sub, LLC, another wholly-owned subsidiary of the Issuer, was merged with and
into Newco with Newco continuing as the surviving entity and a wholly-owned subsidiary of the Issuer, and (e) HOFV and PFHOF
became stockholders of the Issuer. Such transactions, collectively, are referred to in this Schedule 13D as the “Business
Combination.”
In
addition, in connection with the Business Combination, the Issuer (a) issued certain shares of the Issuer’s Common
Stock to various affiliates of HOFV and to certain other persons (including ACC and CH Capital Lending, as described in Item 3
of this Schedule 13D) and (b) issued the CH Capital Convertible Note (as described in Item 3 of this Schedule 13D),
to pay off various debts and fees owed by HOFV. For further information regarding the foregoing transactions, please see the Form 8-K
filed by the Issuer with the SEC on July 6, 2020 and the reports required by the Exchange Act filed by the Separately Filing
Persons in connection with the Business Combination.
Simultaneously
with the consummation of the initial public offering for GPAQ in 2018, Sponsor purchased an aggregate of 4,900,000 warrants, at
a price of $1.00 per warrant, each exercisable to purchase one share of GPAQ’s Class A common stock at a price of $11.50
per Class A share. Subsequently, but prior to the Business Combination, Sponsor transferred 35,000 GPAQ warrants to
one of its employees. In connection with the Consummation of the Business Combination on July 1, 2020, each GPAQ warrant
was converted into a warrant to purchase 1.421333 shares of the Issuer’s common stock at a price of $11.50 per share. In
addition, in connection with the Business Combination, Sponsor transferred to HOFV 50% of these Issuer warrants (i.e., the HOFV
Warrants, as described in Item 3 of this Schedule 13D). The HOFV Warrants are exercisable to purchase 3,457,393
shares of the Issuer’s Common Stock.
Each
of the Reporting Persons acquired beneficial ownership of the Issuer’s Common Stock in connection with, and as a result
of, the Business Combination and for investment purposes. As described in Item 6 of this Schedule 13D, pursuant to the
Director Nominating Agreement (defined in Item 6 of this Schedule 13D), HOFV became entitled to designate up to four
individuals to serve on the Issuer’s board of directors. In connection with the Business Combination, HOFV appointed Michael
Klein, Michael A. Crawford, and Lichter as its designees to the Issuer’s board of directors.
Presently,
none of the Reporting Persons has any intention or plan to undertake any of the actions enumerated in Item 4 of Schedule 13D.
Each Reporting Person will routinely monitor its investment in the Issuer with regard to a wide variety of factors that affect
investment considerations, including, without limitation, current and anticipated future trading prices for the Issuer’s
Common Stock and other securities, the Issuer’s operations, assets, prospects, and business development, the Issuer’s
management, Issuer-related competitive and strategic matters, general economic, financial market, and industry conditions, as
well as other investment considerations. These considerations and other factors may result in any Reporting Person’s consideration
of alternatives with respect to its investment in the Issuer. Each Reporting Person may, based on its analysis of investment considerations,
(a) sell, trade, or otherwise dispose of all or some of such Reporting Person’s holdings in the Issuer in the public
markets, in privately negotiated transactions, or otherwise, (b) consider and/or implement various alternatives to maximize
the value of such Reporting Person’s investment in the Issuer, or (c) take any other lawful actions that such Reporting
Person deems to be in its best interests, subject – in each case – to the restrictions imposed by the Merger Agreement
and/or certain other agreements described herein and the securities laws. There is no assurance that any Reporting Person will
develop any plans or proposals with respect to any of the alternatives mentioned above.
CUSIP No. 40619L102
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Page 12 of 20 Pages
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ITEM
5.
|
INTEREST
IN SECURITIES OF THE ISSUER
|
IRG Canton
Village Manager:
|
(a)
|
Number of shares: 18,485,230 shares
|
|
|
|
|
|
Percentage of shares: 51.3%
|
|
|
|
|
(b)
|
Sole power to vote or direct the vote: 0 shares
|
|
|
|
|
|
Shared power to vote or direct the vote: 18,485,230 shares
|
|
|
|
|
|
Sole power to dispose or to direct the disposition: 0 shares
|
|
|
|
|
|
Shared power to dispose or to direct the disposition: 18,485,230 shares
|
|
|
|
|
|
Exhibit 99.2 attached hereto sets forth certain information regarding the Separately Filing
Persons, as required by Item 5 of Schedule 13D.
|
|
|
|
|
(c)
|
Except for the issuances of shares of the Issuer’s Common Stock, the transfer of the
HOFV Warrants to HOFV, and the issuance of the CH Capital Convertible Note to CH Capital Lending (all of which occurred
in connection with the Consummation of the Business Combination, as described in Items 3 and 4 of this Schedule 13D),
there have been no transactions effected by any Reporting Person in the shares of the Issuer’s Common Stock during the
preceding 60 days.
|
|
|
|
|
(d)
|
Not applicable
|
|
|
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(e)
|
Not applicable
|
CUSIP No. 40619L102
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Page 13 of 20 Pages
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IRG Canton
Village Member:
|
(a)
|
Number of shares: 18,485,230 shares
|
|
|
|
|
|
Percentage of shares: 51.3%
|
|
|
|
|
(b)
|
Sole power to vote or direct the vote: 0 shares
|
|
|
|
|
|
Shared power to vote or direct the vote: 18,485,230 shares
|
|
|
|
|
|
Sole power to dispose or to direct the disposition: 0 shares
|
|
|
|
|
|
Shared power to dispose or to direct the disposition: 18,485,230 shares
|
|
|
|
|
|
Exhibit 99.2 attached hereto sets forth certain information regarding the Separately Filing
Persons, as required by Item 5 of Schedule 13D.
|
|
|
|
|
(c)
|
Except for the issuances of shares of the Issuer’s Common Stock, the transfer of the
HOFV Warrants to HOFV, and the issuance of the CH Capital Convertible Note to CH Capital Lending (all of which occurred
in connection with the Consummation of the Business Combination, as described in Items 3 and 4 of this Schedule 13D),
there have been no transactions effected by any Reporting Person in the shares of the Issuer’s Common Stock during the
preceding 60 days.
|
|
|
|
|
(d)
|
Not applicable
|
|
|
|
|
(e)
|
Not applicable
|
CUSIP No. 40619L102
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Page 14 of 20 Pages
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ACC:
|
(a)
|
Number of shares: 407,479 shares
|
|
|
|
|
|
Percentage of shares: 1.1%
|
|
|
|
|
(b)
|
Sole power to vote or direct the vote: 0 shares
|
|
|
|
|
|
Shared power to vote or direct the vote: 407,479 shares
|
|
|
|
|
|
Sole power to dispose or to direct the disposition: 0 shares
|
|
|
|
|
|
Shared power to dispose or to direct the disposition: 407,479 shares
|
|
|
|
|
|
Exhibit 99.2 attached hereto sets forth certain information regarding the Separately Filing
Persons, as required by Item 5 of Schedule 13D.
|
|
|
|
|
(c)
|
Except for the issuances of shares of the Issuer’s Common Stock, the transfer of the
HOFV Warrants to HOFV, and the issuance of the CH Capital Convertible Note to CH Capital Lending (all of which occurred
in connection with the Consummation of the Business Combination, as described in Items 3 and 4 of this Schedule 13D),
there have been no transactions effected by any Reporting Person in the shares of the Issuer’s Common Stock during the
preceding 60 days.
|
|
|
|
|
(d)
|
Not applicable
|
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|
|
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(e)
|
Not applicable
|
CUSIP No. 40619L102
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Page 15 of 20 Pages
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CH Capital
Lending:
|
(a)
|
Number of shares: 5,097,214 shares
|
|
|
|
|
|
Percentage of shares: 14.1%
|
|
|
|
|
(b)
|
Sole power to vote or direct the vote: 0 shares
|
|
|
|
|
|
Shared power to vote or direct the vote: 5,097,214 shares
|
|
|
|
|
|
Sole power to dispose or to direct the disposition: 0 shares
|
|
|
|
|
|
Shared power to dispose or to direct the disposition: 5,097,214 shares
|
|
|
|
|
|
Exhibit 99.2 attached hereto sets forth certain information regarding the Separately Filing
Persons, as required by Item 5 of Schedule 13D.
|
|
|
|
|
(c)
|
Except for the issuances of shares of the Issuer’s Common Stock, the transfer of the
HOFV Warrants to HOFV, and the issuance of the CH Capital Convertible Note to CH Capital Lending (all of which occurred
in connection with the Consummation of the Business Combination, as described in Items 3 and 4 of this Schedule 13D),
there have been no transactions effected by any Reporting Person in the shares of the Issuer’s Common Stock during the
preceding 60 days.
|
|
|
|
|
(d)
|
Not applicable
|
|
|
|
|
(e)
|
Not applicable
|
CUSIP No. 40619L102
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Page 16 of 20 Pages
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Lichter:
|
(a)
|
Number of shares: 23,989,923 shares
|
|
|
|
|
|
Percentage of shares: 66.5%
|
|
|
|
|
(b)
|
Sole power to vote or direct the vote: 0 shares
|
|
|
|
|
|
Shared power to vote or direct the vote: 23,989,923 shares
|
|
|
|
|
|
Sole power to dispose or to direct the disposition: 0 shares
|
|
|
|
|
|
Shared power to dispose or to direct the disposition: 23,989,923 shares
|
|
|
|
|
|
Exhibit 99.2 attached hereto sets forth certain information regarding the Separately Filing
Persons, as required by Item 5 of Schedule 13D.
|
|
|
|
|
(c)
|
Except for the issuances of shares of the Issuer’s Common Stock and the transfer of
certain warrants exercisable for shares of the Issuer’s Common Stock, as described in Items 3 and 4 of this
Schedule 13D, there have been no transactions effected by any Reporting Person in the shares of the Issuer’s Common
Stock during the preceding 60 days.
|
|
|
|
|
(d)
|
Not applicable
|
|
|
|
|
(e)
|
Not applicable
|
|
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
As
described in Item 4 of this Schedule 13D, on September 16, 2019, the Issuer, HOFV and others entered into the Merger Agreement,
which provided for, among other things, HOFV’s and the other Reporting Person’s acquisition of the Issuer’s
Common Stock. A copy of the Merger Agreement is attached hereto as Exhibit 99.3; the amendments to such Merger Agreement are attached
hereto as Exhibits 99.4, 99.5, and 99.6.
Under
the terms of HOFV’s organizational documents, HOFV has agreed to pass through its right to vote on matters put to a vote
of the Issuer’s shareholders to HOFV’s members (including IRG Canton Village Member) in proportion to their respective
ownership interests in HOFV; however, the pass-through of voting rights to HOFV’s members does not apply to voting matters
covered by the Director Nominating Agreement. In addition, in connection with the consummation of the Merger Agreement, HOFV became
a party to a number of other agreements.
CUSIP No. 40619L102
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Page 17 of 20 Pages
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Lock-Up
Agreement. HOFV and certain other parties have entered into a Lock-Up Agreement with the Issuer (the “Lock-Up Agreement”).
Under the Lock-Up Agreement, each holder has agreed not to sell, offer to sell, contract or agree to sell, hypothecate, pledge,
sell any option or contract to purchase, grant any option, right or warrant, make any short sale, or otherwise transfer or dispose
of or lend its portion of any of the Issuer’s Common Stock (or any securities convertible into, or exercisable or exchangeable
for, or that represent the right to receive, the Issuer’s Common Stock) for a period after the Consummation ending on the
date that is the later of (a) 180 days after the Consummation, and (b) the expiration of the “Founder Shares Lock-up
Period” under the Letter Agreement, dated January 24, 2018 among GPAQ, its officers, directors, and initial shareholders,
and Sponsor. The form of the Lock-Up Agreement is attached hereto as Exhibit 99.7.
Director
Nominating Agreement. The Issuer, HOFV, PFHOF, and Sponsor have entered into a Director Nominating Agreement (the “Director
Nominating Agreement”), which provides that the Issuer shall take all necessary action to set the size of its board
of directors (the “Board”) at 11 members, a majority of whom shall be independent directors in accordance
with NASDAQ requirements. The Director Nominating Agreement provides that (a) so long as Sponsor beneficially owns at least
85% of the total number of shares of the Issuer’s Common Stock held by Sponsor as of the date of the Consummation, Sponsor
will have the right to designate one individual to be appointed or nominated for election to the Board, (b) so long as HOFV
beneficially owns at least 85% of the total number of shares of the Issuer’s Common Stock held by HOFV as of the date of
the Consummation, HOFV will have the right to designate up to four individuals to be appointed or nominated for election to the
Board, one of whom must be Michael Klein and one of whom must qualify as an independent director under the NASDAQ rules (or up
to (i) three individuals, if HOFV owns less than 85% but at least 65%, (ii) two individuals, if HOFV owns less than
65% but at least 45%, or (iii) one individual, if HOFV owns less than 45% but at least 15%), and (c) so long as PFHOF
beneficially owns at least 85% of the total number of shares of the Issuer’s Common Stock held by PFHOF as of the date of
the Consummation, PFHOF will have the right to designate one individual to be appointed or nominated for election to the Board.
Each of HOFV and PFHOF may designate one individual to serve as a non-voting Board observer (in the case of HOFV, so long as HOFV
beneficially owns at least 15% of the total number of shares of the Issuer’s Common Stock held by HOFV as of the date of
the Consummation, and, in the case of PFHOF, so long as PFHOF beneficially owns at least 85% of the total number of shares of
the Issuer’s Common Stock held by PFHOF as of the date of the Consummation).
In
addition, the Director Nominating Agreement provides that each of HOFV, PFHOF, and Sponsor shall take all necessary and desirable
actions within such party’s control (including voting or causing to be voted, whether at a meeting of stockholders or by
written consent or otherwise, all of the Issuer’s voting securities now or hereafter directly or indirectly owned by such
party) (a) to cause the applicable nominees of HOFV, PFHOF, and Sponsor to be appointed (and where applicable, elected) as
directors, and (b) against their removal from office, unless such removal is directed or approved by the party responsible
for such director’s nomination. The form of the Director Nomination Agreement is attached hereto as Exhibit 99.8.
In
light of the Director Nominating Agreement, IRG Member may be deemed to be a member of a group with HOFV, PFHOF, and Sponsor.
See Exhibit 99.2 for the beneficial ownership of the Separately Filing Persons. All of the beneficial ownership data stated in
this Schedule 13D (except in Exhibit 99.2) states such beneficial ownership solely as to the Reporting Persons without regard
to any such group.
CUSIP No. 40619L102
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Page 18 of 20 Pages
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|
ITEM
7.
|
MATERIAL
TO BE FILED AS EXHIBITS
|
The
following documents are filed as appendices and exhibits (or incorporated by reference herein):
Exhibit
99.1:
|
|
Certain Information Relating to Directors and Executive Officers of the Reporting Persons
|
|
|
|
Exhibit
99.2:
|
|
Certain Information Relating to the Separately Filing Persons
|
|
|
|
Exhibit
99.3:
|
|
Agreement and Plan of Merger, dated September 16, 2019, by and among the Issuer, HOFV, PFHOF, GPAQ and others (incorporated by reference to Exhibit 2.1 to GPAQ’s Current Report on Form 8-K, filed September 17, 2019).
|
|
|
|
Exhibit
99.4:
|
|
Amendment No. 1 to Merger Agreement, dated November 6, 2019, by and among the Issuer, HOFV, PFHOF, GPAQ and others (incorporated by reference to Exhibit 2.2 to GPAQ’s Current Report on Form 8-K, filed November 8, 2019).
|
|
|
|
Exhibit
99.5:
|
|
Amendment No. 2 to Merger Agreement, dated March 10, 2020, by and among the Issuer, HOFV, PFHOF, GPAQ and others (incorporated by reference to Exhibit 2.1 to GPAQ’s Current Report on Form 8-K, filed March 16, 2020).
|
|
|
|
Exhibit
99.6:
|
|
Amendment No. 3 to Merger Agreement, dated May 22, 2020, by and among the Issuer, HOFV, PFHOF, GPAQ and others (incorporated by reference to Exhibit 2.1 to GPAQ’s Current Report on Form 8-K, filed May 28, 2020).
|
|
|
|
Exhibit
99.7:
|
|
Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to GPAQ Acquisition Holdings, Inc.’s Registration Statement on Form S-4 (File No. 333-234655) filed on November 12, 2019).
|
|
|
|
Exhibit
99.8:
|
|
Form of Director Nominating Agreement (incorporated by reference to Exhibit 10.2 to Post-Effective Amendment No. 1 to GPAQ Acquisition Holdings, Inc.’s Registration Statement on Form S-4 (File No. 333-234655) filed on March 10, 2020)
|
CUSIP No. 40619L102
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Page 19 of 20 Pages
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After
reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated
this 13th day of July, 2020
IRG
Canton Village Manager, LLC,
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
/s/ Stuart Lichter
|
|
|
Name:
|
Stuart Lichter
|
|
|
Title:
|
President
|
|
|
|
|
|
IRG Canton Village Member, LLC,
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
/s/ Stuart Lichter
|
|
|
Name:
|
Stuart Lichter
|
|
|
Title:
|
President
|
|
|
|
|
|
American Capital Center, LLC,
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
ADC Ohio Manager, LLC,
|
|
|
a Delaware limited liability company,
|
|
|
its Manager
|
|
|
|
|
|
|
By:
|
/s/ Richard Klein
|
|
|
Name:
|
Richard Klein
|
|
|
Title:
|
Chief
Financial Officer
|
|
CUSIP No. 40619L102
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Page 20 of 20 Pages
|
CH Capital Lending, LLC,
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
Holdings SPE Manager, LLC,
|
|
|
a Delaware limited liability company,
|
|
|
its Manager
|
|
|
|
|
|
|
By:
|
/s/ Richard Klein
|
|
|
Name:
|
Richard Klein
|
|
|
Title:
|
Chief Financial Officer
|
|
/s/ Stuart Lichter
|
|
Stuart Lichter, an individual
|
|