Current Report Filing (8-k)
24 Août 2022 - 10:06PM
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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
August
18, 2022
Date
of Report (Date of earliest event reported)
HHG
Capital Corporation
(Exact
Name of Registrant as Specified in its Charter)
British
Virgin Islands |
|
001-40820 |
|
n/a |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1
Commonwealth Lane
#03-20,
Singapore |
|
149544 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +65 6659 1335
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 |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Units |
|
HHGCU |
|
NASDAQ
Capital Market |
Ordinary
Shares |
|
HHGC |
|
NASDAQ
Capital Market |
Warrants |
|
HHGCW |
|
NASDAQ
Capital Market |
Rights |
|
HHGCR |
|
NASDAQ
Capital Market |
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
1.01. Entry into a Material Definitive Agreement.
On
August 18, 2022, HHG Capital Corporation (the “Company”) entered into a letter agreement (the “Letter Agreement”)
with Golden Eagle Brokerage Limited (the “Broker”), a brokerage firm that holds of record an aggregate of 3,084,000
ordinary shares issued in the Company’s initial public offering (the “Public Shares”) that are beneficially
owned by certain shareholders of the Company (the “Shareholders). Pursuant to the Letter Agreement, the Broker made representations
on behalf of the Shareholders and agreed to enforce the covenants provided therein, including among other things, that (1) each Shareholder
waives its rights as to its Public Shares to receive any portion of any extension payment deposited by the Company in connection with
its extension through the end of the period it has to complete an initial business combination; and (2) each Shareholder agrees that
it will not sell or transfer any of its Public Shares to any third party other than in connection with a redemption of their Public Shares,
with certain limited exceptions.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
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:
August 24, 2022 |
|
|
|
HHG
CAPITAL CORPORATION. |
|
|
|
|
By: |
/s/
Chee Shiong (Keith) Kok |
|
Name: |
Chee
Shiong (Keith) Kok |
|
Title: |
Chief
Executive Officer |
HHG Capital (NASDAQ:HHGC)
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