UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A



☒ ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2018



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: 001-38363



GORDON POINTE ACQUISITION CORP.

(Exact name of registrant as specified in
its Charter)



|Delaware                                                                                                                                               |  | 82-1270173                               
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------
|(State or other jurisdiction of
incorporation or organization)                                                                                         |  | (I.R.S. Employer
Identification No.)     
|                                                                                                                                                       |  |                                          
|780 Fifth Avenue SouthNaples, FL                                                                                                                       |  | 34102                                    
|(Address of principal executive offices)                                                                                                               |  | (Zip Code)                               
|Registrant’s telephone number,
        including area code: (412) 960-4687
        Securities registered pursuant to Section
        12(b) of the Act:
|Title of each class                                                                                                                                    |  | Name of each exchange on which registered
|Units, each consisting of one share of Class A common stock, $0.0001 par value, and one Warrant                                                        |  | Nasdaq Capital Market                    
|Class A common stock, $0.0001 par value per share                                                                                                      |  | Nasdaq Capital Market                    
|Warrants to purchase Class A common stock                                                                                                              |  | Nasdaq Capital Market                    



Securities registered pursuant to Section
12(g) of the Act:
None



Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒



Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒



Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES ☒ NO ☐



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). YES ☒ NO ☐



Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ☒



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer | ☐                       | Accelerated filer         | ☒
|----------------------- | ----------------------- | ------------------------- | -
|Non-accelerated filer   | ☐                       | Smaller reporting company | ☐
|                        | Emerging growth company | ☒                        



If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒ NO ☐



The aggregate market value of the common stock
outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing
price for the common stock as of the last business day of the registrant’s most recently completed second fiscal quarter,
as reported on the Nasdaq Capital Market, was approximately $121,500,000.



As of March 15, 2019, there were 12,500,000
shares of the Company’s Class A common stock, par value $0.0001 per share, and 3,125,000 shares of the Company’s Class
F common stock, par value $0.0001 per share, issued and outstanding.

Documents Incorporated by Reference: None.


















EXPLANATORY
NOTE



Gordon Pointe Acquisition Corp. (the “Company”) is filing
this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to amend its Annual Report on Form 10-K for the fiscal
year ended December 31, 2018 (the “Original Form 10-K”), as filed with the U.S. Securities and Exchange Commission
(the “SEC”) on March 18, 2019, to add the internal control over financial reporting language in the introduction of
paragraph 4 and paragraph 4(b) of the certifications of its principal executive officer and principal financial officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This language was inadvertently
omitted from the Section 302 Certifications attached to the Original Form 10-K.  Because no financial statements are
contained within this Form 10-K/A, paragraph 3 of the Section 302 Certifications has been omitted. The modified Section 302 Certifications
are attached to this Form 10-K/A as Exhibits 31.1 and 31.2.



Except as described above, no other changes have been made to the
Original Form 10-K. Except as otherwise indicated herein, this Form 10-K/A continues to speak as of the date of the Original Form
10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and the Company’s other filings
with the SEC. The filing of this Form 10-K/A is not an admission that the Original Form 10-K, when filed, included any untrue statement
of a material fact or omitted to state a material fact necessary to make a statement not misleading.



Item 15. Exhibits and Financial Statements Schedules



(b)       Exhibits



The documents set forth below, numbered in accordance with Item
601 of Regulation S-K, are filed herewith.



|ExhibitNumber |  | Description                                                                                                                                                                                            
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                                                        
|31.1          |  | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|              |  |                                                                                                                                                                                                        
|31.2          |  | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.





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SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.



|                        | GORDON POINTE ACQUISITION CORP.
|----------------------- | -------------------------------
|                        |                                
|Date: December 31, 2019 | By:                            
|                        |                                
|                        |                                
|                        |                                







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