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~~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 incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


3755 Breakthrough Way #300, Las Vegas, Nevada		89135
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 211-8626

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol(s)~~TradingSymbols	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock	GHACU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant to purchase one share of Class A common stock	GHACU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	GHAC	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment	GHACW	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment	GHACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 4 8.~~02.~~01 ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On November 1225, ~~2021~~2022, Gaming & Hospitality Acquisition Corp., a Delaware corporation (the “Company”), filed ~~its~~a ~~Form~~definitive ~~10-Q~~proxy ~~for~~statement ~~the~~relating ~~quarterly~~to ~~period~~a ~~ended~~special ~~September 30,~~meeting ~~2021~~of ~~(the~~stockholders ~~“Q3~~to ~~Form~~approve ~~10-Q”~~(i), an ~~which~~amendment ~~included~~(the in “~~Note~~Charter ~~2. Summary of Significant Accounting Policies – Revision to Previously Issued Financial Statements~~Amendment”) to the Company’s ~~unaudited~~Amended ~~interim~~and ~~financial~~Restated ~~statements~~Certificate of Incorporation (the “~~Note~~Charter 2Amendment Proposal”) aand ~~discussion~~(ii) an ofamendment ~~the revision~~ to athe ~~portion~~Investment ofManagement ~~the~~Trust ~~Company’s~~Agreement, ~~previously~~dated ~~issued~~February 2, ~~financial~~2021, ~~statements~~by ~~for~~and between the ~~classification~~Company ofand ~~its~~Continental ~~Class~~Stock Transfer A& ~~common~~Trust ~~stock~~Company, ~~subject~~a toNew ~~possible~~York ~~redemption~~corporation, ~~issued~~ as ~~part~~trustee of(together with the ~~units~~Charter ~~sold~~Amendment inProposal, the ~~Company’s initial public offering (~~“~~IPO~~Proposals”), onwhich ~~February 5~~would, ~~2021.~~if Asimplemented, ~~described~~allow inthe ~~Note~~Company 2,to ~~upon~~redeem ~~its~~all ~~IPO,~~of ~~the~~its ~~Company~~issued ~~classified~~and aoutstanding ~~portion~~shares of ~~the~~ Class A common stock, aspar ~~permanent~~value ~~equity to maintain net tangible assets greater than~~ $~~5,000,000~~0.0001 onper ~~the~~share ~~basis that~~ (the ~~Company~~“Public ~~will~~Shares”), ~~consummate~~in ~~its~~advance ~~initial~~of ~~business combination only if~~ the Company’s ~~has~~original ~~net~~termination ~~tangible~~date ~~assets~~ of ~~at least $~~February 5,~~000,001.~~ ~~The~~2023 ~~Company~~by ~~re-evaluated~~changing the ~~conclusion~~date ~~and~~by ~~determined~~which ~~that~~ the ~~Class A~~Company ~~common~~must ~~stock~~cease ~~included~~all ~~certain~~operations, ~~provisions~~except ~~that~~for ~~require~~the ~~classification~~purpose of ~~the~~winding ~~Class A~~up, ~~common~~if ~~stock~~it asfails ~~temporary~~to ~~equity~~consummate ~~regardless~~a ofmerger, ~~the~~capital ~~minimum~~stock ~~net~~exchange, ~~tangible~~asset ~~assets~~acquisition, ~~required~~stock topurchase, ~~complete~~reorganization ~~the~~or ~~Company’s~~similar ~~initial~~ business combination. As(each, a ~~result,~~“Business ~~the~~Combination”) ~~Company~~from ~~corrected the error by revising all Class~~February A5, ~~common~~2023 ~~stock subject~~ to ~~possible~~the ~~redemption~~later asof ~~temporary~~(x) December 15, ~~equity.~~2022 ~~This~~or ~~resulted~~(y) the indate anof ~~adjustment to~~ the ~~initial~~effectiveness ~~carrying value~~ of the ~~Class A~~Charter ~~common~~Amendment ~~stock~~pursuant ~~subject~~ to ~~possible~~the ~~redemption~~General ~~with~~Corporation ~~the~~Law ~~offset~~of ~~recorded~~the toState ~~additional~~of ~~paid-in~~Delaware ~~capital~~ (to the ~~extent~~“Amended ~~available),~~Termination ~~accumulated deficit and Class A common stock~~Date”).

~~Also~~If inthe ~~Note~~Proposals 2are ofapproved, ~~the~~and Q3because ~~Form~~the ~~10-Q,~~Company inwill ~~connection~~not ~~with~~be ~~the~~able ~~change~~to incomplete ~~presentation~~an ~~for~~initial ~~the~~Business ~~Class A~~Combination ~~common~~by ~~stock~~the ~~subject~~Amended toTermination ~~possible redemption~~Date, the Company ~~revised~~will ~~its~~be ~~earnings~~obligated ~~per~~to ~~share~~redeem ~~calculation~~all toof ~~allocate~~its ~~income~~issued and ~~losses~~outstanding ~~pro~~Public ~~rata~~Shares ~~between~~as promptly as reasonably possible but not more than ten business days after the ~~two~~Amended ~~classes~~Termination ofDate ~~shares~~(the “Mandatory Redemption”). ~~This~~The ~~presentation~~Company ~~differs~~expects ~~from~~to complete the ~~previously~~Mandatory ~~presented~~Redemption ~~method~~on ofor ~~earnings~~around ~~per~~December 21, ~~share~~2022, ~~which~~if ~~was~~stockholders ~~similar~~approve tothe Proposals. Additionally, the ~~two-class~~last ~~method~~day of trading of the Public Shares will be December 15, 2022, if stockholders approve the Proposals.

The ~~Company~~virtual ~~initially~~special ~~determined~~meeting ~~the~~will ~~changes~~be ~~were~~held ~~not~~on ~~qualitatively~~Thursday, ~~material~~December 15, to2022 ~~the~~at ~~Company’s previously issued financial statements and revised its previously issued financial statements in Note 2 to its Q3 Form~~ 10-Q:00 a.m. ~~However,~~Eastern ~~upon further consideration of the material nature of the changes~~Time, ~~the~~and ~~Company determined~~ the ~~change~~record indate ~~classification~~for of the ~~Class A~~meeting ~~common stock subject to possible redemption and change to its presentation of earnings per share~~ is ~~quantitatively material and~~ the ~~Company~~close ~~should~~of ~~restate~~business ~~its~~on ~~previously~~November 16, ~~issued financial statements~~2022.

On February 11, 2022, the Company and the audit committee of the Company’s board of directors (the “Audit Committee”), after discussion with Company management, concluded that the Company’s previously issued (i) audited balance sheet as of February 5, 2021 included in the Company’s Current Report on Form 8Forward-KLooking ~~filed~~Statements with the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021 (the “Audited Balance Sheet”), (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021, (iii) unaudited interim financial statements included in the Company’s Quarterly Report for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021 and (iv) unaudited interim financial statements included in the Q3 Form 10-Q, filed with the SEC on November 12, 2021 (collectively, the “Affected Periods” and clauses (ii) through (iv) only, the “Affected Quarterly Periods”) should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for all of the Affected Periods. As such, the Company intends to restate its financial statements for all of the Affected Quarterly Periods in Amendment No. 1 to the Company’s Q3 Form 10-Q, to be filed with the SEC (the “Q3 Form 10-Q/A”) as soon as practicable. The Q3 Form 10-Q/A will include restatements of the unaudited interim condensed financial statements for all of the Affected Quarterly Periods. In addition, the Company intends to restate the Audited Balance Sheet in a future filing with the SEC.

~~The~~Certain ~~Company~~statements ~~does~~included ~~not~~in ~~expect~~this ~~any~~Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 21E of the ~~above~~Securities ~~changes~~Exchange ~~will~~Act ~~have~~of ~~any~~1934, ~~impact~~as amended, and the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the Company’s anticipated redemption, liquidation and dissolution, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on ~~its~~information ~~cash~~currently ~~position~~available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and ~~cash~~results ~~held~~discussed in the ~~trust~~forward-looking ~~account~~statements. ~~established~~For information identifying important factors and risks that could cause actual results to differ materially from those anticipated in ~~connection~~the forward-looking statements, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, subsequent Quarterly Reports on Form 10-Q and other documents the Company has filed with the ~~IPO~~U.S. Securities and Exchange Commission (the “SEC”), as amended from time to time. Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov.

~~The~~Forward-looking ~~Company~~statements ~~has~~speak ~~concluded~~only ~~that~~as inof ~~light~~the ofdate they are made, and the ~~classification~~Company ~~error~~undertakes ~~described~~no ~~above~~obligations to update or revise these forward-looking statements, whether as a ~~material~~result ~~weakness~~of ~~exists~~new ininformation, ~~the~~future ~~Company’s~~events ~~internal~~or ~~control~~otherwise, ~~over~~except ~~financial~~as ~~reporting~~required ~~for~~by ~~accounting~~law. ~~for~~Nothing ~~complex~~in ~~financial~~this ~~instruments~~Current ~~during~~Report ~~the~~on ~~Affected~~Form 8-K should ~~Periods~~be ~~and~~regarded as a representation by any person that the ~~Company’s~~forward-looking ~~disclosure~~statements ~~controls~~set ~~and~~forth ~~procedures~~herein ~~were~~will ~~not~~be ~~effective.~~achieved ~~The~~or ~~Company’s~~that ~~remediation~~any ~~plan~~of ~~with~~the ~~respect~~contemplated toresults of such ~~material~~forward-looking ~~weakness~~statements will be ~~described~~achieved. inThe ~~more~~inclusion ~~detail~~of any statement in ~~the~~this Q3Current Report on Form 108-~~Q/A~~K does not constitute an admission by the Company or any other person that the events or circumstances described in any such statement are material.

The Company and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith + Brown, PC, the Company’s independent registered public accounting firm.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 25, 2022


GAMING & HOSPITALITY ACQUISITION CORP.

By:		/s/ Andrei Scrivens
		Name: Andrei Scrivens
		Title: Chief Financial Officer

Dated: February 16, 2022

GAMING & HOSPITALITY ACQUISITION CORP.

/s/ Andrei Scrivens

Name: Andrei Scrivens

Title: Chief Financial Officer

Filing Compare · Gaming & Hospitality Acquisition Corp.