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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Gaming & Hospitality Acquisition Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2023 |
JOINT FILING AGREEMENT February 14, 2023 EX-99.1 2 ea173273ex99-1gaming.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT February 14, 2023 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Sect |
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| February 14, 2023 |
GAMING and HOSPITALITY ACQUISITION CORP / CITADEL ADVISORS LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Gaming & Hospitality Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (the “Shares”) (Title of Class of |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gaming & Hospitality Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 364681106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39987 GAMING & HOSPITALITY ACQUISITION CORP. (Exact name of registrant |
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| December 15, 2022 |
Exhibit 99.1 Gaming & Hospitality Acquisition Corp. Gaming & Hospitality Acquisition Corp. Announces Key Dates in Connection with Liquidation LAS VEGAS, NV?(December 15, 2022)?On December 15, 2022, the stockholders of Gaming & Hospitality Acquisition Corp. (the ?Company?; Nasdaq: GHACU, GHAC, GHACW) approved an amendment (the ?Charter Amendment?) to the Company?s Amended and Restated Certificate o |
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| December 15, 2022 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 15, 2022, is made by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the parties her |
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| December 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 Gaming & Hospitality Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39987 84-5014306 (State or other jurisdiction of incorpora |
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| December 15, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GAMING & HOSPITALITY ACQUISITION CORP. Gaming & Hospitality Acquisition Corp. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: 1. The name of the Corporation is the Gaming & Hospitality Acquisition Co |
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| November 25, 2022 |
DEF 14A 1 d419166ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com |
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| November 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2022 Gaming & Hospitality Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39987 84-5014306 (State or other jurisdiction of incorpora |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
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| August 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39 |
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| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3 |
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| March 28, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-399 |
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| March 28, 2022 |
Consulting Agreement, October 28, 2021, by and between the Company and ZCG Consulting. Exhibit 10.8 Confidential ZCG CONSULTING, LLC Financial Times Building 1330 Avenue of the Americas, 16th Floor New York, NY 10019 October 28, 2021 Gaming & Hospitality Acquisition Corp. Attn: Andrei Scrivens, CFO 3755 Breakthrough Way Suite 300 Las Vegas, NV 89135 Dear Mr. Scrivens: This Consulting Agreement (this ?Consulting Agreement?) is being entered into between Gaming & Hospitality Acquisiti |
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| March 28, 2022 |
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Gaming & Hospitality Acquisition Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its Class A common stock, $0.0001 par |
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| March 28, 2022 |
Exhibit 10.7 THIS PROMISSORY NOTE (?NOTE?) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT AS PERM |
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| February 24, 2022 |
GAMING & HOSPITALITY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 GAMING & HOSPITALITY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm 2 Balance Sheet as of February 5, 2021 (as Restated) 3 Notes to Financial Statement (as Restated) 4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Gaming & Hospitality Acquisition Corp. Opinion on the Fin |
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| February 24, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C |
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| February 24, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 (February 11, 2021) Gaming & Hospitality Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39987 84-5014306 (St |
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| February 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2022 Gaming & Hospitality Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39987 84-5014306 (State or other jurisdiction of incorpora |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Gaming & Hospitality Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value per share (the ?Shares?) (Title of Class of |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gaming & Hospitality Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 364681106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 11, 2022 |
Joint Filing Agreement (filed herewith). Exhibit 99.1 JOINT FILING AGREEMENT February 11, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there |
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| January 3, 2022 |
JOINT FILING AGREEMENT January 3, 2022 Exhibit 99.1 JOINT FILING AGREEMENT January 3, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereun |
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| January 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gaming & Hospitality Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 364681106 (CUSIP Number) December 24, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| November 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
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| August 12, 2021 |
Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001 |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3 |
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| May 18, 2021 |
NT 10-Q 1 d186663dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39987 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on |
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| March 26, 2021 |
Exhibit 99.1 Gaming & Hospitality Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 26, 2021 LAS VEGAS, NV?(March 26, 2021)?Gaming & Hospitality Acquisition Corp. (the ?Company?) announced that, commencing March 26, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade the shares of the Compa |
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| March 26, 2021 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 26, 2021 Date of Report (Date of earliest event reported) Gaming & Hospitality Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39987 84-5014306 (State or other jurisdiction of incorporation |
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| March 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Gaming & Hospitality Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 364681205** (CUSIP Number) March 15, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which |
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| March 25, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Gaming & Hospitality Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on |
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| February 11, 2021 |
EX-99.1 Table of Contents Exhibit 99.1 GAMING & HOSPITALITY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm 2 Balance Sheet as of February 5, 2021 3 Notes to Financial Statement 4 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Gaming & Hospitality Acquisition Corp. Op |
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| February 11, 2021 |
Financial Statements and Exhibits, Other Events 8-K United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 5, 2021 Date of Report (Date of earliest event reported) Gaming & Hospitality Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39987 84-5014306 (State or other jurisdiction of incorpo |
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| February 5, 2021 |
Exhibit 4.1 Execution Version WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 2, 2021, is by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WH |
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| February 5, 2021 |
EX-10.3 Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 2, 2021, is made and entered into by and among Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), Affinity Gaming Holdings, L.L.C., a Delaware limited liability company (the “Sponsor”), and each of the other undersigned partie |
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| February 5, 2021 |
EX-3.2 Exhibit 3.2 AMENDED & RESTATED BYLAWS OF GAMING & HOSPITALITY ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the C |
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| February 5, 2021 |
EX-10.2 Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 2, 2021, by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration |
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| February 5, 2021 |
EX-1.1 Exhibit 1.1 Execution Version 17,500,000 Public Units Gaming & Hospitality Acquisition Corp. UNDERWRITING AGREEMENT February 2, 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you (the “Underwriter”), subject to the terms and conditions stated |
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| February 5, 2021 |
EX-10.1 Exhibit 10.1 February 2, 2021 Gaming & Hospitality Acquisition Corp. 3755 Breakthrough Way #300 Las Vegas, Nevada 89135 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gaming & Hospitality Acquisition Corp., a Delaw |
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| February 5, 2021 |
EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GAMING & HOSPITALITY ACQUISITION CORP. February 2, 2021 Gaming & Hospitality Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gaming & Hospitality Acquisition Corp.”. The original certificate o |
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| February 5, 2021 |
EX-10.6 Exhibit 10.6 GAMING & HOSPITALITY ACQUISITION CORP. 3755 Breakthrough Way #300 Las Vegas, Nevada 89135 February 2, 2021 Affinity Gaming 3755 Breakthrough Way #300 Las Vegas, Nevada 89135 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Affinity Gaming, a Nevada |
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| February 5, 2021 |
8-K United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 2, 2021 Date of Report (Date of earliest event reported) Gaming & Hospitality Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39987 84-5014306 (State or other jurisdiction of incorpo |
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| February 5, 2021 |
EX-10.4 Exhibit 10.4 Execution Version PRIVATE UNIT SUBSCRIPTION AGREEMENT This PRIVATE UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 2nd day of February 2021, by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Affinity Gaming Holdings, L.L.C., a Delaware limited liability company (the “Subscriber”). WHEREAS, the Company desires to |
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| February 4, 2021 |
$175,000,000 Gaming & Hospitality Acquisition Corp. 17,500,000 Units 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252182 PROSPECTUS $175,000,000 Gaming & Hospitality Acquisition Corp. 17,500,000 Units Gaming & Hospitality Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination wit |
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| February 2, 2021 |
S-1MEF As filed with the U.S. Securities and Exchange Commission on February 2, 2021. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Gaming & Hospitality Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-5014306 (State or other jurisdiction of incorporation or |
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| February 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Gaming & Hospitality Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 84-5014306 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 375 |
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| February 1, 2021 |
Form of Amended and Restated Bylaws EX-3.3 Exhibit 3.3 AMENDED & RESTATED BYLAWS OF GAMING & HOSPITALITY ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the C |
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| February 1, 2021 |
February 1, 2021 VIA EDGAR Pam Long Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Gaming & Hospitality Acquisition Corp. Registration Statement on Form S-1, as amended File No. 333-252182 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), th |
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| February 1, 2021 |
February 1, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Pamela Long Joel Parker Howard Efron Robert Telewicz Re: Gaming & Hospitality Acquisition Corp. Registration Statement on Form S-1 File No. 333-252182 Acceleration Request Requested Date: February 2, 2021 Requested Time: 4:00 P.M., Washington |
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| February 1, 2021 |
S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on February 1, 2021. No. 333-252182 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Gaming & Hospitality Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-5014306 (State |
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| February 1, 2021 |
Form of Amended and Restated Certificate of Incorporation EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GAMING & HOSPITALITY ACQUISITION CORP. [•], 2021 Gaming & Hospitality Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gaming & Hospitality Acquisition Corp.”. The original certificate of incor |
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| January 29, 2021 |
EX-10.1 Exhibit 10.1 February [•], 2021 Gaming & Hospitality Acquisition Corp. 3755 Breakthrough Way #300 Las Vegas, Nevada 89135 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gaming & Hospitality Acquisition Corp., a Del |
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| January 29, 2021 |
Form of Administrative Support Agreement by and between the Registrant and Affinity Gaming. EX-10.8 Exhibit 10.8 GAMING & HOSPITALITY ACQUISITION CORP. 3755 Breakthrough Way #300 Las Vegas, Nevada 89135 [•], 2021 Affinity Gaming 3755 Breakthrough Way #300 Las Vegas, Nevada 89135 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Affinity Gaming, a Nevada corpor |
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| January 29, 2021 |
Form of Amended and Restated Certificate of Incorporation EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GAMING & HOSPITALITY ACQUISITION CORP. [•], 2021 Gaming & Hospitality Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gaming & Hospitality Acquisition Corp.”. The original certificate of incor |
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| January 29, 2021 |
Form of Registration Rights Agreement by and between the Registrant and certain security holders EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), Affinity Gaming Holdings, L.L.C., a Delaware limited liability company (the “Sponsor”), and each of the other undersigned parties listed under Holders on |
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| January 29, 2021 |
EX-10.6 Exhibit 10.6 PRIVATE UNIT SUBSCRIPTION AGREEMENT This PRIVATE UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2021, by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Affinity Gaming Holdings, L.L.C., a Delaware limited liability company (the “Subscriber”). WHEREAS, the Company desires to sell to the Subscribe |
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| January 29, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company |
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| January 29, 2021 |
S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on January 28, 2021. No. 333-252182 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Gaming & Hospitality Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-5014306 (State |
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| January 29, 2021 |
EX-4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW GAMING & HOSPITALITY ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 364681 114 Warrant Certificate This Warrant Certificate certifies that , or registere |
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| January 29, 2021 |
EX-3.3 Exhibit 3.3 AMENDED & RESTATED BYLAWS OF GAMING & HOSPITALITY ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the C |
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| January 29, 2021 |
EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fi |
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| January 29, 2021 |
Form of Promissory Note issued to Affinity Gaming Holdings, L.L.C. EX-10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| January 29, 2021 |
EX-4.2 Exhibit 4.2 NUMBER SHARES C- CUSIP-364681 106 SEE REVERSE FOR CERTAIN DEFINITIONS GAMING & HOSPITALITY ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF GAMING & HOSPITALITY ACQUISITION CORP. (THE “COMPANY”) transf |
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| January 29, 2021 |
EX-4.1 Exhibit 4.1 Number Units U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 364681 205 GAMING & HOSPITALITY ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of |
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| January 29, 2021 |
EX-10.5 Exhibit 10.5 Gaming & Hospitality Acquisition Corp. 3755 Breakthrough Way #300 Las Vegas, Nevada 89135 June 30, 2020 Affinity Gaming Holdings, L.L.C. Financial Times Building 1330 Avenue of the Americas 16th Floor New York, New York 10019 Re: Securities Subscription Agreement Ladies and Gentlemen: Gaming & Hospitality Acquisition Corp. (the “Company” or “us”) is pleased to accept the offer |
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| January 29, 2021 |
EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provide |
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| January 29, 2021 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF GAMING & HOSPITALITY ACQUISITION CORP. March 4, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Gaming & Hospitality Acquisitio |
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| January 29, 2021 |
Form of Underwriting Agreement EX-1.1 Exhibit 1.1 15,000,000 Public Units Gaming & Hospitality Acquisition Corp. UNDERWRITING AGREEMENT [•], 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you (the “Underwriter”), subject to the terms and conditions stated this agreement (this “Agr |
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| January 15, 2021 |
EX-99.3 Exhibit 99.3 CONSENT Gaming & Hospitality Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Reg |
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| January 15, 2021 |
Exhibit 99.1 CONSENT Gaming & Hospitality Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registratio |
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| January 15, 2021 |
Power of Attorney (included on signature page to the initial filing of this registration statement) S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on January 15, 2021. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Gaming & Hospitality Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-5014306 (State or other jurisdiction of in |
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| January 15, 2021 |
EX-99.5 Exhibit 99.5 CONSENT Gaming & Hospitality Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Reg |
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| January 15, 2021 |
EX-99.6 Exhibit 99.6 CONSENT Gaming & Hospitality Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Reg |
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| January 15, 2021 |
EX-99.2 Exhibit 99.2 CONSENT Gaming & Hospitality Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Reg |
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| January 15, 2021 |
Consent of Jan Jones Blackhurst Exhibit 99.4 CONSENT Gaming & Hospitality Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registratio |
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| September 29, 2020 |
DRSLTR 1 filename1.htm SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 +1 312 853 7000 +1 312 853 7036 FAX AMERICA • ASIA PACIFIC • EUROPE September 29, 2020 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Pamela Long Joel Parker Howard Efron Robert Telewicz Re: Gaming & Hospitality Acquis |
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| September 11, 2020 |
SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 +1 312 853 7000 +1 312 853 7036 FAX AMERICA ? ASIA PACIFIC ? EUROPE September 11, 2020 VIA EDGAR SUBMISSION U. |
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| July 31, 2020 |
Table of Contents Confidentially submitted to the U.S. Securities and Exchange Commission on July 31, 2020 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE S |
