Hall of Fame Resort and Entertainment Co (HOFV)

[Witch]

Hi, just looking for some understanding if someone can help explain this to me pls

What's the advantage of creating a NEWCO that seems like all the gpaq shares go and all the debt and liabilities. Pls forgive me for not understanding this.


GPAQ Acquiror Merger Sub, Inc. (“Acquiror Merger Sub”), a wholly-owned subsidiary of GPAQ Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of GPAQ (“Holdings”), will be merged with and into GPAQ, with GPAQ continuing as the surviving entity and a wholly-owned subsidiary of Holdings, and (b) GPAQ Company Merger Sub, LLC, a wholly-owned subsidiary of Holdings (“Company Merger Sub”), will be merged with and into HOF Village Newco, LLC (“Newco”), a majority-owned subsidiary of HOF Village, LLC (“HOFV”), with Newco continuing as the surviving entity and a wholly-owned subsidiary of Holdings. We refer to such transactions hereafter as the “Business Combination.” In advance of the Business Combination, HOFV will transfer all of its assets, liabilities and obligations to Newco

Also pls help me understand how this works.
Thanks so much I'm sorry to ask someone to type it out.

having a single class of common stock and an authorized 100,000,000 shares of common stock (Proposal No. 3);