This prospectus,
any accompanying prospectus supplement and the documents incorporated by reference herein and therein may contain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are generally identified
by use of words such as “will likely result,” “are expected to,” “will continue,” “is
anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,”
“outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements
regarding the Company’s industry and market sizes, future opportunities for the Company and the Company’s estimated
future results. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently
subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict
and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in
these forward-looking statements.
In addition
to factors previously disclosed in prior reports filed with the Commission and those identified elsewhere in this prospectus, the
following risks, among others, could cause actual results and the timing of events to differ materially from the anticipated results
or other expectations expressed in the forward-looking statements: the benefits of the Business Combination; the future financial
performance of the Company and its subsidiaries, including Newco (as defined below), following the Business Combination; changes
in the market in which Newco competes; expansion and other plans and opportunities; the effect of the COVID-19 pandemic on the
Company’s business; the Company’s ability to raise financing in the future; the Company’s ability to maintain
the listing of its common stock on Nasdaq following the Business Combination; other factors detailed under the section titled “Risk
Factors” of the Registration Statement on Form S-4 (File No. 333-234655) (as amended, the “S-4 Registration Statement”),
that was originally filed with the Commission on November 12, 2019 and incorporated herein by reference; and other statements preceded
by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,”
“intend,” “expect,” “anticipate,” “believe,” “seek” or “target,”
or similar expressions.
Actual results,
performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements
and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein
is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements
as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information
about the Company or the date of such information in the case of information from persons other than the Company, and we disclaim
any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this
prospectus. Forecasts and estimates regarding the Company’s industry and end markets are based on sources we believe to be
reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized,
pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual
results.
THE COMPANY
The Company
We are a resort and entertainment
company leveraging the power and popularity of professional football and its legendary players in partnership with the Pro Football
Hall of Fame. Headquartered in Canton, Ohio, we own the Johnson Controls Hall of Fame Village, a multi-use sports, entertainment
and media destination centered around the Pro Football Hall of Fame’s campus.
Background
On July 1, 2020, we (formerly
known as GPAQ Acquisition Holdings, Inc.) consummated the previously announced business combination with HOF Village, LLC, a Delaware
limited liability company (“HOF Village”), pursuant to an Agreement and Plan of Merger dated September 16, 2019 (as
amended on November 6, 2019, March 10, 2020 and May 22, 2020, the “Merger Agreement”), by and among the Company, Gordon
Pointe Acquisition Corp., a Delaware corporation (“GPAQ”), GPAQ Acquiror Merger Sub, Inc., a Delaware corporation (“Acquiror
Merger Sub”), GPAQ Company Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), HOF
Village and HOF Village Newco, LLC, a Delaware limited liability company (“Newco”). The transactions contemplated by
the Merger Agreement are referred to in this prospectus as the “Business Combination.”
Upon the consummation of the Business
Combination: (i) Acquiror Merger Sub merged with and into GPAQ, with GPAQ continuing as the surviving entity (the “Acquiror
Merger”) and (ii) Company Merger Sub merged with and into Newco, with Newco continuing as the surviving entity (the “Company
Merger”). In advance of the Company Merger, HOF Village transferred all of its assets, liabilities and obligations to Newco
pursuant to a contribution agreement. In connection with the closing of the Business Combination, the Company changed its name
from “GPAQ Acquisition Holdings, Inc.” to “Hall of Fame Resort & Entertainment Company.” As a result
of the Business Combination, GPAQ and Newco will continue as our wholly owned subsidiaries.
In connection with the consummation
of the Business Combination and pursuant to the Merger Agreement, (a) each issued and outstanding unit of GPAQ, if not already
detached, was detached and each holder of such a unit was deemed to hold one share of GPAQ Class A common stock and one GPAQ warrant
(“GPAQ Warrant”), (b) each issued and outstanding share of GPAQ Class A common stock (excluding any shares held by
a GPAQ stockholder that elected to have its shares redeemed pursuant to GPAQ’s organizational documents) was converted automatically
into the right to receive 1.421333 shares of our common stock, par value $0.0001 (the “Common Stock”), following which
all shares of GPAQ Class A common stock ceased to be outstanding and were automatically canceled and cease to exist; (c) each issued
and outstanding share of GPAQ Class F common stock was converted automatically into the right to receive one share of Common Stock,
following which all shares of GPAQ Class F common stock ceased to be outstanding and were automatically canceled and cease to exist;
(d) each issued and outstanding GPAQ Warrant (including GPAQ private placement warrants) was automatically converted into one Warrant
to purchase 1.421333 shares of Common Stock per warrant, following which all GPAQ Warrants ceased to be outstanding and were automatically
canceled and retired and cease to exist; and (e) each issued and outstanding membership interest in Newco converted automatically
into the right to receive a pro rata portion of the Company Merger Consideration (as defined in the Merger Agreement), which was
payable in shares of Common Stock.
The rights of holders of our Common
Stock and Warrants are governed by our certificate of incorporation, our bylaws and the Delaware General Corporation Law (the “DGCL”),
and in the case of the Warrants, the Warrant Agreement, dated January 24, 2018, between GPAQ and the Continental Stock Transfer
& Trust Company (the “Warrant Agreement”), each of which is described below under “Description of Securities.”
Additional Information
Upon consummation of the Business
Combination and, in connection therewith, we became a successor issuer to GPAQ by operation of Rule 12g-3(a) promulgated under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Our principal executive offices
are located at 2626 Fulton Drive NW, Canton, OH 44718. Our telephone number is (330) 458-9176. Our website address is www.HOFREco.com.
Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into,
this prospectus or the registration statement of which it forms a part.
DESCRIPTION OF SECURITIES
The following summary of the material
terms of our securities is not intended to be a complete summary of the rights and preferences of such securities, and is qualified
by reference to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Amended
and Restated Bylaws (the “Bylaws”) and the warrant-related documents described herein, which are exhibits to the registration
statement of which this prospectus is a part. We urge to you read each of the Certificate of Incorporation, the Bylaws and the
warrant-related documents described herein in their entirety for a complete description of the rights and preferences of our securities.
General
Pursuant to our Certificate of Incorporation,
our authorized capital stock consists of (i) 100,000,000 shares of Common Stock, and (ii) 5,000,000 are shares of preferred stock,
$0.0001 par value (“Preferred Stock”). As of the date of this prospectus, there were 31,824,336 shares of our
Common Stock and no shares of our Preferred Stock issued and outstanding.
Common Stock
Voting Rights. Holders of
Common Stock will exclusively possess all voting power and each share of common stock will have one vote on all matters submitted
to our stockholders for a vote. Holders of Common Stock do not have any cumulative voting rights.
Dividend Rights. Holders of
Common Stock will be entitled to receive dividends or other distributions, if any, as may be declared from time to time by our
board of directors in its discretion out of funds legally available therefor and share equally on a per share basis in all such
dividends and other distributions.
Liquidation Rights. In the
event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Common Stock will
be entitled to receive their ratable and proportionate share of our remaining assets.
Other Rights. Holders of Common
Stock will have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable
to our Common Stock.
Preferred Stock
Our board of directors is expressly granted
authority to issue shares of Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or
limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications,
limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by our board of directors
providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number
of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding)
by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of our capital stock
entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders
of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
Warrants
Upon completion of the Business Combination,
all of the warrants to purchase GPAQ Common Stock were cancelled and exchanged for Warrants to purchase 1.421333 shares of
our Common Stock per warrant on the same terms and conditions as the original warrants.
Each Warrant entitles the registered holder
to purchase 1.421333 shares of our Common Stock at a price of $11.50 per share of Common Stock, subject to adjustment as discussed
below, at any time beginning 30 days after the consummation of the Business Combination. The Warrants will expire five years after
the consummation of the Business Combination at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We are not obligated to deliver any shares
of Common Stock pursuant to the exercise of a Warrant and have no obligation to settle such Warrant exercise unless a registration
statement under the Securities Act with respect to the shares Common Stock underlying the Warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No Warrant
will be exercisable and we will not be obligated to issue shares of our Common Stock upon exercise of a Warrant unless Common Stock
issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such
Warrant may have no value and expire and be worthless. In the event that a registration statement is not effective for the exercised
Warrants, the purchaser of a unit of GPAQ that was detached into one share of GPAQ common stock and one GPAQ warrant that were
exchanged for our Common Stock and Warrant, will have paid the full purchase price for the unit solely for the share of GPAQ common
stock underlying such unit.
We have agreed that as soon as practicable,
but in no event later than 15 business days, after the closing of the Business Combination, we will use our best efforts to file
with the Commission a registration statement for the registration, under the Securities Act, of the shares of our Common Stock
issuable upon exercise of the Warrants. We will use our best efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in
accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if our Common Stock is at the time of any exercise
of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Warrants who exercise their Warrants to
do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Once the Warrants become exercisable, we
may call the Warrants for redemption:
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in whole and not in part;
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at a price of $0.01 per Warrant;
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upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant
holder; and
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if, and only if, the reported last sale price of the our Common Stock equals or exceeds $18.00 per share for any 20 trading
days within a 30-trading day period ending three business days before we send the notice of redemption to the Warrant holders.
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If and when the Warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under
all applicable state securities laws.
We have established the list of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Warrants, each Warrant holder
will be entitled to exercise its Warrant prior to the scheduled redemption date. However, the price of our Common Stock may fall
below the $18.00 redemption trigger price as well as the $11.50 (for whole shares) Warrant exercise price after the redemption
notice is issued.
If we call the Warrants for redemption as
described above, our management will have the option to require any holder that wishes to exercise its Warrant to do so on a “cashless
basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” our management
will consider, among other factors, our cash position, the number of Warrants that are outstanding and the dilutive effect on our
stockholders of issuing the maximum number of shares of our Common Stock issuable upon the exercise of our Warrants. If our management
takes advantage of this option, all holders of Warrants would pay the exercise price by surrendering their Warrants for that number
of shares of our Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares our Common Stock
underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price
of the our Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of Warrants. If our management takes advantage of this option, the notice of redemption will contain the
information necessary to calculate the number of shares of our Common Stock to be received upon exercise of the Warrants, including
the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares
to be issued and thereby lessen the dilutive effect of a Warrant redemption. We believe this feature is an attractive option to
us if we do not need the cash from the exercise of the Warrants.
A holder of a Warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Warrant, to the
extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of our
Common Stock outstanding immediately after giving effect to such exercise.
If the number of outstanding shares of our
Common Stock is increased by a stock dividend payable in shares of our Common Stock, or by a split-up of shares of our Common Stock
or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of
our Common Stock issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding shares
of our Common Stock. A rights offering to holders of our Common Stock entitling holders to purchase shares of our Common Stock
at a price less than the fair market value will be deemed a stock dividend of a number of shares of our Common Stock equal to the
product of (i) the number of shares of our Common Stock actually sold in such rights offering (or issuable under any other equity
securities sold in such rights offering that are convertible into or exercisable for our Common Stock) multiplied by (ii) one (1)
minus the quotient of (x) the price per share of our Common Stock paid in such rights offering divided by (y) the fair market value.
For these purposes (i) if the rights offering is for securities convertible into or exercisable for our Common Stock, in determining
the price payable for our Common Stock, there will be taken into account any consideration received for such rights, as well as
any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of
our Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares
of our Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such
rights.
In addition, if we, at any time while the
Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders
of our Common Stock on account of such shares of our Common Stock (or other shares of our capital stock into which the Warrants
are convertible), other than (a) as described above, or (b) certain ordinary cash dividends, then the Warrant exercise price will
be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value
of any securities or other assets paid on each share of our Common Stock in respect of such event.
If the number of outstanding shares of our
Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of our Common Stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or
similar event, the number of shares of our Common Stock issuable on exercise of each Warrant will be decreased in proportion to
such decrease in outstanding shares of our Common Stock.
Whenever the number of shares of our Common
Stock purchasable upon the exercise of the Warrants is adjusted, as described above, the Warrant exercise price will be adjusted
by multiplying the Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be
the number of shares of our Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and
(y) the denominator of which will be the number of shares of our Common Stock so purchasable immediately thereafter.
In case of any reclassification or reorganization
of the outstanding shares of our Common Stock (other than those described above or that solely affects the par value of such shares
of our Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation
or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our
outstanding shares of our Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of
the Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the shares of our Common Stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the Warrants would have received if such holder had exercised their Warrants immediately prior to such event.
If less than 70% of the consideration receivable by the holders of our Common Stock in such a transaction is payable in the form
of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder
of the Warrant properly exercises the Warrant within thirty days following public disclosure of such transaction, the Warrant exercise
price will be reduced as specified in the Warrant Agreement based on the Black-Scholes value (as defined in the Warrant Agreement)
of the Warrant.
The Warrants are issued in registered form
under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The Warrant Agreement
provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least 65% of the then outstanding Warrants to make any change that adversely
affects the interests of the registered holders of the Warrants.
The Warrants may be exercised upon surrender
of the Warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the
reverse side of the Warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price
(or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Warrants being exercised.
The Warrant holders do not have the rights or privileges of holders of our Common Stock and any voting rights until they exercise
their Warrants and receive shares of our Common Stock. After the issuance of shares of our Common Stock upon exercise of the Warrants,
each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
No fractional shares will be issued upon
exercise of the Warrants. If, upon the exercise of the Warrants, a holder would be entitled to receive a fractional interest in
a share, we will, upon exercise, round down to the nearest whole number of shares of our Common Stock to be issued to the Warrant
holder.
Dividends Policy
Our board will consider whether or not to
institute a dividend policy. It is our present intention to retain any earnings for use in its business operations and, accordingly,
we do not anticipate our board of directors declaring any dividends in the foreseeable future.
Certain Anti-Takeover Provisions of Delaware Law and Our
Amended and Restated Certificate of Incorporation
Staggered Board of Directors
Our Certificate of Incorporation provides
that our Board of Directors is divided into three classes of directors, with the classes of approximately equal size, and with
the directors serving three-year terms. As a result, approximately one-third of our Board of Directors are elected each year. The
classification of directors will have the effect of making it more difficult for stockholders to change the composition of our
Board of Directors. Our Certificate of Incorporation and Bylaws provide that the number of directors will be fixed from time to
time exclusively pursuant to a resolution adopted by our Board of Directors.
Special Meeting of Stockholders
Our Bylaws provide that special meetings
of our stockholders may be called only by a majority vote of our board of directors or by stockholders holding at least a majority
of all the shares of Common Stock entitled to vote at the special meeting.
Advance Notice Requirements for Stockholder
Proposals and Director Nominations
Our Bylaws provide that stockholders seeking
to bring business before a special meeting of stockholders must provide timely notice of their intent in writing. Pursuant to Rule
14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained
therein. Our Bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions
may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors
at our annual meeting of stockholders.
Authorized but Unissued Shares
Our authorized but unissued Common Stock
and Preferred Stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized
but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control
of us by means of a proxy contest, tender offer, merger or otherwise.
Section 203 of the Delaware General
Corporation Law
We are subject to the provisions of Section
203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances,
from engaging in a “business combination” with:
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a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
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an affiliate of an interested stockholder; or
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an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
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A “business combination” includes a merger or sale
of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
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the our board approves the transaction that made the stockholder an “interested stockholder,” prior to the date
of the transaction;
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after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder
owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares
of common stock; or
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on or subsequent to the date of the transaction, the business combination is approved by the our board and authorized at a
meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding
voting stock not owned by the interested stockholder.
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Exclusive Forum Selection
Subject to limited exceptions, the sole and
exclusive forum for any stockholder (including a beneficial owner) of the Company to bring (i) any derivative action or proceeding
brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other
employee of the Company to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the
DGCL or its certificate of incorporation or bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine
shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state
court located within the State of Delaware, or if no state court located within the State of Delaware has jurisdiction, the federal
district court for the District of Delaware) in all cases subject to the court’s having personal jurisdiction over the indispensable
parties named as defendants. Although we believe this provision benefits us by providing increased consistency in the application
of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against
our directors and officers. This forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction
for any actions brought under the Securities Act or the Exchange Act. Accordingly, our exclusive forum provision will not relieve
us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will
not be deemed to have waived our compliance with these laws, rules and regulations.
EXPERTS
The financial statements of GPAQ as of December
31, 2019 and 2018 incorporated by reference in this prospectus have been audited by Marcum LLP, an independent registered public
accounting firm, as set forth in their report, thereon, incorporated by reference in this prospectus, and are included in reliance
upon such report given on the authority of such firm as experts in auditing and accounting.
The financial statements of HOFV as of December
31, 2019 and 2018 incorporated by reference in this prospectus have been audited by Marcum LLP, an independent registered public
accounting firm, as set forth in their report incorporated by reference herein, which includes an explanatory paragraph as to the
Company’s ability to continue as a going concern, and are included in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly
and current reports, proxy statements and other information with the Commission. You may read and copy any documents filed by us
at the Commission’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330
for further information about the public reference room. Our filings with the Commission are also available to the public through
the Commission’s Internet site at http://www.sec.gov.
Our website address is www.HOFREco.com.
Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are
electronically filed with, or furnished to, the Commission, including our Annual Reports on Form 10-K; our proxy statements for
our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and
5 and Schedules 13D with respect to our securities filed on behalf of our directors and our executive officers; and amendments
to those documents. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated
into, this prospectus.
DOCUMENTS INCORPORATED BY REFERENCE
The Commission allows
us to “incorporate by reference” information into this prospectus, which means that we can disclose important information
about us by referring you to another document filed separately with the Commission. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later with the Commission will automatically update and
supersede the previously filed information. We incorporate by reference the documents listed below and any future filings made
by us with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of the respective
filings that are furnished, rather than filed, pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K including exhibits
related thereto or other applicable Commission rules) after the date of the initial registration statement and prior to effectiveness
of the registration statement and after the date of this prospectus and prior to the termination of the offering under this prospectus:
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GPAQ’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 10, 2020 (File No. 001-38363);
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GPAQ’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 11, 2020 (File No. 001-38363);
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GPAQ’s and our Current Reports on Form 8-K and Form 8-K/A, as applicable, filed with the Commission on January 14, 2020, January 24, 2020, February 24, 2020, February 27, 2020, March 16, 2020, March 26, 2020, March 27, 2020, April 1, 2020, April 30, 2020, May 11, 2020, May 19, 2020, May 28, 2020, June 5, 2020, June 15, 2020, July 2, 2020 and July 8, 2020 (in each case, excluding those portions furnished pursuant to Item 2.02 and Item 7.01, if applicable) (File No. 001-38363);
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the description of our Common Stock contained
in our Current Report on Form 8-K (File No. 001-38363), filed with the Commission on July
8, 2020, including any amendments or reports filed for the purpose of updating such description.
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Documents that are
incorporated by reference in this prospectus but were filed under the Exchange Act before July 1, 2020 do not reflect the Business
Combination or the resulting change in our name or capital structure. We describe these matters above under the section entitled
“The Company.”
Any statement contained
in this prospectus, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified
or superseded to the extent that a statement contained herein, or in any subsequently filed document that also is incorporated
or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request copies
of these documents, at no cost to you, by writing or telephoning us at the below address. Exhibits to the filings, however, will
not be sent, however, unless those exhibits have specifically been incorporated by reference in this document:
Hall of Fame Resort & Entertainment
Company
2626 Fulton Drive NW
Canton, OH 44718
(330) 458-9176