Hall of Fame Resort and Entertainment Co (HOFV)

[dinogreeves]

This is from the reddit, someone who knows about SPAC deals, as his name is SPAC.

GPAQ --> HOFV 8-K Filed after market close today
The 8-K filed today has the final vote tallys and the number of shareholders who redeemed shares.

"In connection with the Special Meeting, stockholders elected to redeem 852 shares of the Company’s Class A common stock issued in the Company’s initial public offering, par value $0.0001 per share. Following such redemptions, the amount remaining in the trust account will be approximately $31.03 million. "

https://www.sec.gov/Archives/edgar/data/1708176/000121390020016578/ea123486-8k_gordonpointe.htm

Thanks to some questions asked by u/Croatbag , I searched the prospectus again, and found the following information:

"(8) In Scenario 1, which assumes no GPAQ stockholders exercise their redemption rights, the common stock subject to redemption for cash amounting to $16,500,723 would be transferred to permanent equity and an additional 1,210,678 shares of common stock would be issued to shareholders electing not to redeem their shares of common stock. In addition, Scenario 1 assumes 1,185,741 GPAQ sponsor shares are cancelled and 414,259 sponsor shares are transferred to HOFV. In Scenario 2, which assumes the same facts as described in Items 1 through 7 above, but also assumes the maximum number of shares are redeemed for cash by the GPAQ stockholders, $24,678,713 would be paid out in cash and an additional 488,506 shares of common stock would be issued to shareholders electing not to redeem their shares of common stock. In addition, Scenario 2 assumes 248,539 GPAQ sponsor shares are cancelled and 1,238,231 GPAQ sponsor shares are transferred to HOFV. The $24,678,713, or 2,283,556, shares of Class A common stock, represents the maximum redemption amount, after giving effect to payments to redeeming stockholders and payment of estimated transaction expenses based on a consummation of the Business Combination on March 31, 2020.

https://www.sec.gov/Archives/edgar/data/1708176/000121390020013376/defr14a30520_gordonpointe.htm

Since the 8-K says that only 852 shares of GPAQ were redeemed at the business combination vote, then the number for "Scenario 1" of "1,185,741 GPAQ sponsor shares" should be very close to the number of sponsor (or founder shares, as they were called in the investor presentation) shares that were cancelled.

This means that even after exchanging the GPAQ shares for 1.421333 HOFV, the overall dilution is minimal.

Again, from the prospectus:

" Upon completion of the Business Combination, current GPAQ stockholders who do not exercise their redemption rights will receive 1.421333 shares of Holdings Common Stock to replace each one of their existing shares of GPAQ Class A common stock and current holders of Class F common stock will receive one share of Holdings Common Stock to replace each one of their existing shares of GPAQ Class F common stock, as applicable (collectively, “GPAQ Common Stock”). The outstanding GPAQ warrants, by their terms, will be cancelled and exchanged for Holdings’ warrants to purchase 1.421333 shares of Holdings Common Stock per warrant. "

From the GPAQ 8-K filed n May 19th:

" Further, following such redemptions, the Company had 5,998,444 shares of common stock issued and outstanding, consisting of 2,873,444 public shares and 3,125,000 Class F common shares. "

https://www.sec.gov/Archives/edgar/data/1708176/000121390020012870/ea122063-8k_gordonpointe.htm

That was after the lastshareholder extension vote. So, there were 2,873,444 shares of GPAQ Class A common stock before the business combination vote. After 852 redemptions, that becomes 2,872,592, multiply by 1.421333 equals 4,082,901 shares of HOFV.

There were 3,125,000 shares of Class F common. According to the prospectus, about 1,185,700 shares of Class F common were cancelled, leaving roughly 1,939,300 shares of Class F Common. That Class F common was exchanged for 1,939,300 shares of HOFV common.

So before the business combination, there were 5,998,444 shares of Class A and Class F common GPAQ stock. Post merger, there are about 6,022,201 shares of HOFV common stock.