GORDON POINTE ACQUISITION CORP. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
The Company has delayed the holding of its annual meeting of stockholders due to
the pendency of its previously-announced business combination with
The Company intends to submit a plan to regain compliance with the Annual
Shareholders Meeting Rule within the required timeframe. If Nasdaq accepts the
Company'splan, Nasdaq may grant the Company an exception of up to 180 calendar
days from the fiscal year end, or until
Additional Information
On
Forward-Looking Statements
Certain statements made herein are "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. Such
forward-looking statements include timing of the proposed merger; the business
plans, objectives, expectations and intentions of the parties once the
transaction is complete, and Holding's, the Company's and HOFV's estimated and
future results of operations, business strategies, competitive position,
industry environment and potential growth opportunities, relating to the
acquired business. These forward-looking statements reflect the current analysis
of existing information and are subject to various risks and uncertainties. As a
result, caution must be exercised in relying on forward-looking statements. Due
to known and unknown risks, our actual results may differ materially from our
expectations or projections. The following factors, among others, could cause
actual results to differ materially from those described in these
forward-looking statements: the failure to obtain approval of the stockholders
of the Company to the proposed additional extension of the deadline within which
to complete the proposed business combination; the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Merger Agreement and the proposed transaction contemplated thereby; the
inability to complete the transactions contemplated by the Merger Agreement due
to the failure to obtain approval of the stockholders of the Company or other
conditions to closing in the Merger Agreement; the outcome of any legal
proceedings that have been, or will be, instituted against the Company or other
parties to the Merger Agreement following announcement of the Merger Agreement
and transactions contemplated therein; the ability of Holding's to meet NASDAQ
listing standards following the merger and in connection with the consummation
thereof; the failure to obtain the financing arrangements necessary to complete
the development of the project; the failure to achieve the assumptions
underlying certain of the financial projections included within the investor
presentation including, among others, securing the timely financing for, and
achieving construction of, the second phase of the project within assumed time
and financial budget, and achieving expected attendance and occupancy rates;
risks that the proposed transaction disrupts current plans and operations and
the potential difficulties in employee retention as a result of the announcement
of the Merger Agreement and consummation of the transaction described therein;
costs related to the proposed merger and the impact of the substantial
indebtedness to be incurred to finance the consummation of the merger; changes
in applicable laws or regulations; the ability of the combined company to meet
its financial and strategic goals, due to, among other things, competition, the
ability of the combined company to grow and manage growth profitability,
maintain relationships with customers and retain its key employees; the
possibility that the combined company may be adversely affected by other
economic, business, and/or competitive factors; and other risks and
uncertainties described herein, as well as those risks and uncertainties
discussed from time to time in other reports and other public filings with the
Participants in the Solicitation
The Company, Holdings, HOFV, Newco and their respective directors, executive
officers and other members of their management and employees, under
Non-Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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