Gordon Pointe Acquisition Corp. (GPAQ), filed a an 8-K this afternoon whereby they will be amending their merger agreement with HOF Village, LLC (“HOFV”). If you recall, this transaction with HOFV will create a sports, entertainment and media enterprise surrounding the Pro Football Hall of Fame. However, GPAQ stated that these changes to the merger agreement were explicitly a result of the recent market conditions. To wit:
“The foregoing amendments are intended to enhance the economic return to those GPAQ stockholders who do not exercise their redemption rights and who continue as stockholders of Holdings post-closing, which GPAQ’s management determined to be necessary and appropriate in response to recent market conditions.”
As a result, non-redeeming shareholders at GPAQ’s upcoming shareholder vote will receive 1.421333 shares instead of their original 1 share. Founder Shares will not be eligible and will continue to receive one share of Common Stock. Furthermore, the outstanding GPAQ warrants, will be cancelled and exchanged for new warrants to purchase 1.421333 shares of Common Stock per warrant.
GPAQ goes on to say that in order to support the transactions and any possible future private financing transactions, GPAQ’s sponsor, has agreed to cancel up to 1,185,741 of its Founder Shares. The exact number to be cancelled will be determined by the number of shareholder redemptions at GPAQ’s vote.
The Sponsor has also agreed that it will transfer up to one-half of its Founder shares (after any such cancellation) to HOFV, but with a cap at the Sponsor retaining no less than 1.125 million shares. The Sponsor will also be transferring one-half of their Private Placement Warrants too. However, HOFV shall, at the Sponsor’s request, transfer all of such Warrants to a Gold Jacket player fund or similar vehicle, for the benefit of Hall of Fame players.
This is a challenging time for SPACs looking to close their combinations and SPAC teams have their work cut out for them. GPAQ has offered some significant changes and sweeteners, but if the markets are still roiled when GPAQ heads to a combination vote on March 25th, GPAQ has a back-up extension vote for 45 extra days, teed up and ready to go on March 30th. However, by offering shareholders an extra 0.421333 per share and warrant, it would appear they would much rather close this deal now than have to go out and find additional financing.