Gordon Pointe Acquisition Corp.

A cash price of $0.90 per share ends the investment at a fixed value: approval converts each outstanding common share into $0.90 in cash without interest and removes any further upside, so the only question for holders is whether $0.90 exceeds what the shares would fetch independently. The two 7.00% preferred series, Series A Cumulative Redeemable and Series C Convertible, rank ahead of the common in the consideration waterfall, and the board obtained a written fairness opinion on the per-share price payable to unaffiliated stockholders.

This is a Rule 13e-3 going-private transaction with a related party: a Special Committee of independent and disinterested directors negotiated it, and Stuart Lichter recused himself from the board vote. The document states $0.90 as a premium of approximately 28.6% to the closing price on May 7, 2025, the last trading day before announcement. Each share of the 7.00% Series A Cumulative Redeemable Preferred Stock and the 7.00% Series C Convertible Preferred Stock is cancelled without any conversion and without consideration paid for it.

The filing states the redemption sensitivity outright, which is rare and useful. With no redemptions, GPAQ's existing stockholders including the Sponsor hold approximately 27.6% of Holdings and the Newco Holders 72.4%; at the maximum redemption level permitted by GPAQ's charter, GPAQ's remaining stockholders hold approximately 8.9% and the Newco Holders 91.1%. A public holder who stays is therefore accepting a stake that can fall by roughly two thirds depending on what other holders do, with no change to the target's side.

Redemptions decide who owns this company. With no redemptions GPAQ's existing stockholders including the Sponsor hold approximately 33.5% of Holdings and the Newco Holders approximately 66.5%; at the maximum redemption level GPAQ's current charter permits, those become approximately 9.1% and 90.9%. GPAQ warrants are cancelled and exchanged by their terms for Holdings warrants over an equal number of shares. The new charter authorises a single class of 75,000,000 shares, fixes the board at eleven in three staggered classes and bars stockholder action by written consent.

This establishes the baseline trust value and hard liquidation deadline for public shareholders, while confirming $4.375 million in deferred underwriting fees payable only upon a successful transaction. Sponsor alignment is set via 3,593,750 founder shares and $4.9 million in private placement warrants, with working capital advances already recorded at $143,302.

These terms establish the baseline trust account funding range ($125 million to $143.75 million) and per-share redemption economics. The deferred fee structure ties underwriter compensation to successful deal execution, preserving initial trust capital for shareholders.