In connection withOn the Extension Amendment, publicday of the Special Meeting, if you encounter any difficulties accessing the live webcast of the Special Meeting or during the Special Meeting, please call the technical support number that will be posted on the log-in page for our virtual Special Meeting for assistance.

Who can vote at the Special Meeting?

Only stockholders may electof record at the close of business on September 25, 2020 (the “Election”“Record Date”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Extension Amendment and the Trust Amendment, and an Election can alsowill be made by public stockholders who do not vote, or do not instruct their broker or bank howentitled to vote at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholdersOn the Record Date, there were holders as of the record date. If the Extension Amendment and the Trust Amendment are approved by the requisite vote of stockholders, the remaining holders of public31,849,336 shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter, as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date. Our Sponsor, our officers and directors and our other initial stockholders, own an aggregate of 3,125,000shares of our common stock which we referoutstanding and entitled to as the “Founder Shares”, that were issued prior to our IPO and our Sponsor owns 4,900,000 warrants, which we refer to as the “Private Placement Warrants”, that were purchased by our Sponsorvote.

Stockholder of Record: Shares Registered in a private placement which occurred simultaneously with the completion of the IPO.Your Name

Gordon Pointe Management, LLC, the Company’s sponsor (the “Sponsor”), has agreed that if the Extension Amendment is approved, it or its affiliates will contribute to the Company as a loan (such loan being referred to herein as the “Contribution”) $0.03 for each share of common stock issued in our IPO (the “public shares”) that is not redeemed in connection with the stockholder vote to approve the extension of the deadline to complete a business combination to June15, 2020, plus, an additional $0.03 for each public share if the Company elects to further extend the deadline for an additional 30 days. Accordingly, assuming no public shares are redeemed, if the Company takes the initial extension to June15, 2020 and the additional 30-day option period, then the Sponsor would make an aggregate Contribution of approximately $211,891. The first Contribution will be deposited in the Trust Account

If on the date that the Extension is approved and, if the Company elects to further extend the deadline for an additional 30 days, the second Contribution will be deposited in the Trust Account within two business days prior to the beginning of such 30-day period. The Sponsor will not make any Contribution unless the Extension Amendment and the Trust Amendment are approved and the Extension is completed. The Contribution will not bear any interest and will be repayable by the Company to the Sponsor or its affiliates upon consummation of the proposed business combination. The loan will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. The Sponsor will have the sole discretion whether to extend for the additional 30-day period and if the Sponsor determines not to extend for the additional 30-day period, its obligation to make an additional Contribution will terminate. If this occurs, or if the Company’s board of directors otherwise determines that the Company will not be able to consummate an initial business combination by the ExtendedRecord Date and does not wish to seek an additional extension, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Extension Amendment proposal is not approved.

To exercise your redemption rights, you must tender your shares to the Company’swere registered directly in your name with our transfer agent, at least two business days prior to the Special Meeting (or May12, 2020). YouContinental Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

Our stockholders previously approved three separate extensions of the period of time for which we are required to consummate a business combination, such that the Company currently has until May14, 2020 to consummate its initial business combination. In connection with the approval of the prior extensions, the Company’s sponsor loaned to the Company an aggregate of $2,942,352, which amounts were deposited into the Trust Account. Such loans may not be repaid if a business combination is not consummated. See the section entitled “Proposal No. 1 and Proposal No. 2 — The Extension Amendment and the Trust Amendment — Interests of the Company’s Directors and Officers”. The aggregate number of public shares presented for redemption in connection with the prior extensions was 8,968,484shares. Following such redemptions, the Company has 3,531,516 public shares outstanding.

As of March31, 2020, there was approximately $38million in the Trust Account. If the Extension Amendment is approved and the Extension is completed and the Company takes the full time through the Extended Date, the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation will be approximately $10.82 per share (without taking into account any interest), in comparison to the current redemption price of approximately $10.76 per share. The closing price of the Company’s common stock on April17, 2020 was $10.75. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The purpose of the Trust Amendment is to amend the Company’s Trust Agreement to extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed a business combination from May14, 2020 to June15, 2020, plus an option for the Company to further extend such date for an additional 30 days to July15, 2020, and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment.

If the Extension Amendment and the Trust Amendment proposals are not approved and we do not consummate a business combination by May14, 2020, as contemplated by our IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants.

Subject to the foregoing, the affirmative vote of at least 65% of the Company’s outstanding common stock, including the Founder Shares, will be required to approve the Extension Amendment and the Trust Amendment Proposal. The approval of both the Extension Amendment and the Trust Amendment are essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our board will abandon and not implement either amendment unless our stockholders approve both the Extension Amendment and the Trust Amendment. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and the Trust Amendment, our board will retain the right to abandon and not implement the Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.

Our board has fixed the close of business on April2, 2020 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting virtually, we urge you to fill out and any adjournment thereof. Only holdersreturn the enclosed proxy card, or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Company’s common stock on that dateSpecial Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are entitledalso invited to have their votes counted atattend the Special Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares online during the Special Meeting unless you request and obtain a valid proxy issued in your name from your broker, bank or other agent.

What am I voting on?

There is one proposal being presented for stockholder approval:

In addition to Proposal 1, we may transact such other business as may properly come before the Special Meeting or any adjournment thereof.or postponement of the Special Meeting.

You

What if another matter is properly brought before the Special Meeting?

The Board knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are not being askedproperly brought before the Special Meeting, it is the intention of the person named in the accompanying proxy to vote on the proposed business combination at this time. If the Extension is implemented and youthose matters in accordance with his best judgment.

How do not elect to redeem your public shares now, you will retain the right to vote on the proposed business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event the proposed business combination is approved and completed or the Company has not consummated the business combination by the Extended Date.I vote?

After careful consideration of all relevant factors, the board of directors has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment, the Trust Amendment andThe procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Special Meeting.Meeting, vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefullyvote by proxy to ensure your vote is counted. You may still attend the Special Meeting and vote your shares.online during the meeting even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your brokerage firm, bank, dealer or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction form to ensure that your vote is important. counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote online during the Special Meeting, you must obtain a valid proxy from your brokerage firm, bank, dealer or other agent. Follow the instructions from your broker, bank or other agent, or contact that organization to request a proxy form.

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record please sign, date and returndo not vote by completing your proxy card, as soon as possible to make sure thatby telephone, through the internet or online during the Special Meeting, your shares are representedwill not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted “For” the Proposal 1. If any other matter is properly presented at the Special Meeting. Meeting, your proxyholder (the individual named on your proxy card) will vote your shares using his best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a stockholder of record, you may also castbeneficial owner and do not instruct your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm, bank, dealer or bank, you must instruct your broker or bankother agent how to vote your shares, or you may cast your vote in person at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instructquestion of whether your broker or bank hownominee will still be able to vote will haveyour shares depends on whether the same effect as voting “AGAINST” the Extension Amendment and the Trust Amendment, and an abstention will have the same effect as voting “AGAINST” the Extension Amendment and the Trust Amendment.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholdersparticular proposal is considered to be helda routine matter under applicable rules. Brokers and nominees can use their discretion to vote uninstructed shares with respect to matters that are considered to be routine under applicable rules, but not with respect to non-routine matters. Under applicable rules and interpretations, non-routine matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on May14, 2020:This notice of meetingexecutive compensation and the accompanying Proxy Statement are available athttps://www.cstproxy.com/gordonpointe/smp2020.

GORDON POINTE ACQUISITION CORP.
780 Fifth Avenue South
Naples, FL 34102

SPECIAL MEETING OF STOCKHOLDERS
To Be Held ON MAY 14, 2020

PROXY STATEMENT

A special meeting (the “Special Meeting”) of Gordon Pointe Acquisition Corp., a Delaware corporation (“we,” “us,” “our,” “GPAQ” or the “Company”), will be held on May14, 2020, at 9:00 a.m. Eastern daylight time, at the offices of Fox Rothschild LLP, located at 2000 Market Street, 20thFloor, Philadelphia, Pennsylvania 19103. You are cordially invited to attend the Special Meeting for the purpose of voting on the following proposals:

•        a proposal to amend (the “Extension Amendment”) the Company’s amendedfrequency of stockholder votes on executive compensation), and restated certificate of incorporation, as previously amended (the “Charter”), to extend the date by which the Company has to consummate a business combination (the “Extension”) from May14, 2020 to June15, 2020, plus an option for the Company to further extend such date for an additional 30 days to July15, 2020 (the “Extended Date”); and

•        a proposal to amend (the “Trust Amendment”) the Company’s Investment Management Trust Agreement, dated as of January24, 2018, as amended (collectively, the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the date on which to commence liquidating the trust account (“Trust Account”) established in connection with the Company’s initial public offering (“IPO”) in the event the Company has not consummated a business combination from May14, 2020 to the Extended Date.

The purpose of the Extension Amendment is to allow the Company more time to complete its proposed business combination. On September16, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GPAQ Acquisition Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Holdings”), GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Acquiror Merger Sub”), GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Company Merger Sub”), HOF Village, LLC, a Delaware limited liability company (“HOFV”) and HOF Village Newco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of HOFV (“Newco”). Pursuant to the Merger Agreement, (i) Acquiror Merger Subcertain corporate governance proposals, even if management-supported. Accordingly, we believe that without your instructions your broker or nominee will be merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Holdings and with security holders of the Company receiving substantially equivalent securities of Holdings, and (ii) Company Merger Sub will be merged with and into Newco, with Newco continuing as the surviving entity and a wholly-owned subsidiary of the Company and with the members of Newco receiving shares of common stock of Holdings.

The Company and the other parties to the Merger Agreement are working towards satisfaction of the conditions to completion of the business combination, including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but have determined that there may not be sufficient time before May14, 2020permitted to holdvote your shares on Proposal 1.

If you are a special meeting to obtain stockholder approvalbeneficial owner of and to consummate, the business combination. Accordingly, our Board believes thatshares held in street name, in order to be ableensure your shares are voted in the way you would prefer, you must provide voting instructions to successfully complete the proposed business combination as contemplatedyour broker, bank or other agent by the Merger Agreement, it is appropriate to obtain the Extension. Our Board believes that the business combination opportunity is compelling anddeadline provided in the best interests of our stockholders. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must complete a business combination to the Extended Date.

In connection with the Extension Amendment, public stockholders may elect (the “Election”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Extension Amendment and the Trust Amendment, and an Election can also be made by public stockholders who do not vote, or do not instruct theirmaterials you receive from your broker, or bank how to vote, at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Extension Amendment and the Trust Amendment are approved by the requisite vote of stockholders, the remaining holders of

public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date. Our Sponsor, our officers and directors and our other initial stockholders, own an aggregate of 3,125,000shares of our common stock, which we refer to as the “Founder Shares”, that were issued prior to our IPO and our Sponsor owns 4,900,000 warrants, which we refer to as the “Private Placement Warrants”, that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.

Gordon Pointe Management, LLC, the Company’s sponsor (the “Sponsor”), has agreed that if the Extension Amendment is approved, it or its affiliates will contribute to the Company as a loan (such loan being referred to herein as the “Contribution”) $0.03 for each share of common stock issued in our IPO (the “public shares”) that is not redeemed in connection with the stockholder vote to approve the extension of the deadline to complete a business combination to June15, 2020, plus, an additional $0.03 for each public share if the Company elects to further extend the deadline for an additional 30 days. Accordingly, assuming no public shares are redeemed, if the Company takes the initial extension to June15, 2020 and the additional 30-day option period, then the Sponsor would make an aggregate Contribution of approximately $211,891. The first Contribution will be deposited in the Trust Account on the date that the Extension is approved and, if the Company elects to further extend the deadline for an additional 30 days, the second Contribution will be deposited in the Trust Account within two business days prior to the beginning of such 30-day period. The Sponsor will not make any Contribution unless the Extension Amendment and the Trust Amendment are approved and the Extension is completed. The Contribution will not bear any interest and will be repayable by the Company to the Sponsor or its affiliates upon consummation of the proposed business combination. The loan will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. The Sponsor will have the sole discretion whether to extend for the additional 30-day period and if the Sponsor determines not to extend for the additional 30-day period, its obligation to make an additional Contribution will terminate. If this occurs, or if the Company’s board of directors otherwise determines that the Company will not be able to consummate an initial business combination by the Extended Date and does not wish to seek an additional extension, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Extension Amendment proposal is not approved.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or May12, 2020). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.agent.

Our stockholders previously approved three separate extensions of the period of time for which we are required to consummate a business combination, such that the Company currently has until May14, 2020 to consummate its initial business combination. In connection with the approval of the prior extensions, the Company’s sponsor loaned to the Company an aggregate of $2,942,352, which amounts were deposited into the Trust Account. Such loans may not be repaid if a business combination is not consummated. See the section entitled “Proposal No. 1 and Proposal No. 2 — The Extension Amendment and the Trust Amendment — Interests of the Company’s Directors and Officers”. The aggregate number of public shares presented for redemption in connection with the prior extensions was 8,968,484shares. Following such redemptions, the Company has 3,531,516 public shares outstanding.

As of March31, 2020, there was approximately $38million in the Trust Account. If the Extension Amendment is approved and the Extension is completed and the Company takes the full time through the Extended Date to complete an initial business combination, the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation will be approximately $10.82 per share (without taking into account any interest), in comparison to the current redemption price of approximately $10.76 per share. The closing price of the Company’s common stock on April17, 2020 was $10.75. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The purpose of the Trust AmendmentWho is to amend the Company’s Trust Agreement to extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed a business combination from May14, 2020 to June15, 2020, plus an optionpaying for the Company to further extend such date for an additional 30 days to July15, 2020, and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment.this proxy solicitation?

If the Extension Amendment and the Trust Amendment proposals are not approved and we do not consummate a business combination by May14, 2020, as contemplated by our IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants.

If the Company liquidates, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent public accountants) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third party claims. Furthermore, the Sponsor will not be liable to our public stockholders and instead will only have liability to the Company. There is no assurance, however, that it will be able to satisfy those obligations to us. Regardless of whether an indemnification obligation exists, the per share liquidation price for the public shares is anticipated to be $10.82, plus interest. Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.82, plus interest, due to unforeseen claims of creditors.

Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. Because we are a blank check company, rather than an operating company, and our operations have been and will continue to be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If the Extension Amendment and the Trust Amendment proposals are approved, the approval of the Trust Amendment will constitute consent for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”), equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment and the Trust Amendment proposals are approved.

Under the Trust Amendment, the Company will amend the Trust Agreement to (i) permit the withdrawal of the Withdrawal Amount from the Trust Account and (ii) extend the date on which to liquidate the Trust Account to the Extended Date.

The record date for the Special Meeting is April2, 2020. Record holders of shares of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the Special Meeting. On the record date, there were 8,042,536 outstanding shares of Company common stock, including 3,531,516 public shares and 3,125,000 Founder Shares. The Company’s warrants do not have voting rights in connection with the Extension Amendment or the Trust Amendment.

This Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali LLC a fee of $22,500. We will also reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officersemployees may also solicit proxies in person, by telephone, or by other means of communication. These partiesDirectors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, anddealers or other agents for the cost of forwarding proxy materials to beneficial owners. While

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the paymentvoting instructions on each proxy card in the proxy materials to ensure that all of these expenses will decreaseyour shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the cash available to us to consummate an initial business combination iffinal vote at the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.Special Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

This Proxy Statement is dated April22, 2020 and is first being mailed to stockholders on or about that date.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement.

Your most recent proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

Beneficial Owner: Shares Registered in the Name of a Broker or Bank.    If your shares are held by your brokerage firm, bank, dealer or other agent as a nominee, you should follow the instructions provided by your broker, bank or other agent.

What are “broker non-votes”?

When a beneficial owner of shares held in “street name” does not give instructions to the brokerage firm, bank, dealer or other agent holding the shares as to how to vote on matters deemed to be non-routine under applicable rules, the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Broker non-votes will be counted towards the presence of a quorum but will not be counted as votes “For” any proposal. As discussed above, we believe that without your instructions your broker or nominee will not be permitted to vote your shares on Proposal 1.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your brokerage firm, bank, dealer or other agent by the deadline provided in the materials you receive from your brokerage firm, bank, dealer or other agent.

How are votes counted?

Each share of our common stock you own entitles you to one vote. The proxy card indicates the number of shares of our common stock you owned at the close of business on the Record Date. The inspector of elections will count votes for the meeting and will separately count “For” and “Against” votes, abstentions, and broker non-votes. Abstentions will be counted towards the vote total for each proposal and will have the same effect as “Against” votes. Any broker non-votes will have the same effect as “Against” votes for Proposal 1.

How many votes are needed to approve each proposal?

Approval of Proposal 1 will require the affirmative vote of the majority of outstanding shares of our common stock. Abstentions and any broker non-votes will have the same effect as “Against” votes.

What is the quorum requirement?

A quorum of stockholders is necessary to hold the Special Meeting. A quorum will be present if stockholders holding a majority of the outstanding shares entitled to vote are present by virtual attendance at the Special Meeting or represented by proxy. On the Record Date, there were 31,849,336 shares outstanding and entitled to vote. Thus, the holders of 15,924,669 shares must be present by virtual attendance or represented by proxy at the Special Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, bank, dealer or other agent) or if you vote online during the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present by virtual attendance at the Special Meeting or represented by proxy may adjourn the Special Meeting to another date.

How can I find out the results of the voting at the Special Meeting?

Preliminary voting results will be announced at the Special Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the Special Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Special Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

When are stockholder proposals and director nominations due for next year’s Annual Meeting?

SEC rules permit stockholders to submit proposals for inclusion in our annual meeting proxy statements if the stockholder and the proposal meet the requirements specified in Rule 14a-8 of the Exchange Act. Proposals submitted in accordance with Rule 14a-8 for inclusion in our proxy statement for the 2020 Annual Meeting must be received by our Secretary at 2626 Fulton Drive NW, Canton, OH 44718 no later than December 24, 2020.

Outside of the process provided by Rule 14a-8 of the Exchange Act, our bylaws do not provide for stockholders to submit proposals or director nominees for consideration at our annual meetings.

PROPOSAL 1

APPROVAL OF THE INCREASE IN NUMBER OF

AUTHORIZED SHARES OF COMMON STOCK PROPOSAL

General

The Board has approved an amendment, or the Authorized Shares Amendment, to the Company’s Amended and Restated Certificate of Incorporation, or the Certificate of Incorporation, to increase the number of authorized shares of common stock from 100,000,000 to 300,000,000. The Authorized Shares Amendment will not change the number of authorized shares of preferred stock, which currently consists of 5,000,000 shares of preferred stock.

The additional shares of common stock authorized for issuance by the Authorized Shares Amendment would be a part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the common stock presently issued and outstanding. The full text of the proposed Authorized Shares Amendment is attached to this Proxy Statement as Appendix A. However, the text of the Authorized Shares Amendment is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as deemed necessary and advisable to effect the Authorized Shares Amendment.

Provided the stockholders approve the Authorized Shares Amendment, the increased number of shares would be authorized for issuance, but would remain unissued until a Board-approved issuance of such shares.

Adoption of the Authorized Shares Amendment would not affect the rights of the holders of currently outstanding common stock, except for effects incidental to increasing the number of shares of our common stock outstanding, such as dilution of the earnings per share and voting rights of current holders of common stock, to the extent that any additional shares of common stock are ultimately issued out of the increase in authorized shares proposed in the Authorized Shares Amendment.

If the proposed Authorized Shares Amendment is approved by the requisite vote of the stockholders, it will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware. The Board reserves its right to elect not to proceed with and abandon the Authorized Shares Amendment if it determines, in its sole discretion at any time, that this proposal is no longer in the best interests of our stockholders.

If we fail to obtain stockholder approval of this proposal at the Special Meeting, we intend to continue to seek to obtain stockholder approval at each subsequent annual meeting of stockholders and/or special meetings of stockholders until such approval has been obtained and we will incur the costs associated therewith.

Background; Purposes and Effects of the Authorized Shares Amendment

There are currently 100,000,000 authorized shares of common stock. As of the Record Date, there were, (i) 31,849,336 shares of our common stock issued and outstanding; (ii) 24,731,195 shares of our common stock reserved for issuance upon the exercise of our warrants trading on Nasdaq under the symbol “HOFVW”; (iii) 1,812,727 shares of our common stock reserved for issuance under our 2020 Omnibus Incentive Plan; (iv) approximately 8,175,000 shares of our common stock reserved for issuance upon the redemption of our 8.00% Convertible Notes due 2025, including approximately 3,000,000 shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.

How do I redeem my shares of common stock?

If the Extension is implemented, our public stockholders may seek to redeem all or a portion of their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares. Public stockholders may exercise their redemption rights regardless of whether such public stockholders were holders as of the record date.

If the Extension Amendment and the Trust Amendment are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

THE SPECIAL MEETING

Date, Time, Place and Purposevirtual attendance of the Special Meeting

The Special Meeting will be held at 9:00 a.m. Eastern daylight time, at or by proxy, of a majority of the offices of Fox Rothschild LLP, located at 2000 Market Street, 20th Floor, Philadelphia, Pennsylvania 19103, on May14, 2020.

Stockholders are being asked to vote on the following proposals:

1.      to amend our Charter to extend the date by which we have to consummate a business combination from May14, 2020 to June15, 2020, plus an option for the Company to further extend such date for an additional 30 days to July15, 2020; and

2.      to amend our Trust Agreement to extend the date on which to commence liquidating the Trust Account established in connection with our IPO in the event we have not consummated a business combination from May14, 2020 to June15, 2020, plus an option for the Company to further extend such date for an additional 30 days to July15, 2020.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned Company common stock at the close of business on April2, 2020, the record date for the Special Meeting. You will have one vote per proposal for each share of common stock you owned at that time. The Company’s warrants do not carry voting rights.

At the close of business on the record date, there were 8,042,536 outstanding shares of Companyour common stock entitled to vote, of which 3,531,516 were public shares and 3,125,000 were Founder Shares.

Votes Required

Approval of the Extension Amendment and Trust Amendment proposals will require the affirmative vote of holders of at least 65% of the Company’s outstanding common stock, including the Founder Shares.

stock. If you do not vote (i.e., you “abstain”hold your shares in your own name and abstain from voting on a proposal),this matter, your actionabstention will have the same effect as a negative vote. If you hold your shares through a broker and you do not instruct the broker on how to vote against the Extension Amendment and Trust Amendment proposals. Likewise,on this proposal, your broker non-voteswill not have authority to vote your shares. Broker non-votes will have the same effect as a vote againstnegative vote. Abstentions and broker non-votes will each be counted as present for purposes of determining the Extension Amendment and Trust Amendment proposals.

Voting

You can vote your shares at the Special Meeting by proxy or in person.

You can vote by proxy by having one or more individuals who will be at the Special Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the Special Meeting is called voting “by proxy.”

If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate James J. Dolan and Douglas L. Hein to act as your proxy at the Special Meeting. One of them will then vote your shares at the Special Meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this Proxy Statement. Proxies will extend to, and be voted at, any adjournment(s) of the Special Meeting.

Alternatively, you can vote your shares in person by attending the Special Meeting. You will be given a ballot at the Special Meeting.

Our board is asking for your proxy. Giving our board your proxy means you authorize it to vote your shares at the Special Meeting in the manner you direct. You may vote for or withhold your vote on the proposals or you may abstain from voting. All valid proxies received prior to the Special Meeting will be voted. All shares represented by a proxy

will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the Extension Amendment and “FOR” the Trust Amendment, and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Special Meeting.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow Sodali, at (800) 662-5200 or by sending an e-mail to: GPAQ.info@morrowsodali.com.

Revocability of Proxies

Any proxy may be revoked by the person giving it at any time before the polls close at the Special Meeting. A proxy may be revoked by filing with the Secretary at Gordon Pointe Acquisition Corp., 780 Fifth Avenue South, Naples, Florida 34102, either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the Special Meeting and voting in person.

Simply attending the Special Meeting will not constitute a revocation of your proxy. If your shares are held in the namepresence of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.quorum.

Attendance at the Special Meeting

Only holders of common stock, their proxy holders and guests we may invite may attend the Special Meeting. If you wish to attend the Special Meeting in person but you hold your shares through someone else, such as a broker, you must bring proof of your ownership and identification with a photo at the Special Meeting. For example, you may bring an account statement showing that you beneficially owned shares of the Company as of the record date as acceptable proof of ownership. In addition, if you wish to vote in person at the Special Meeting, you must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF PROPOSAL 1.

Solicitation of Proxies

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