HHGCU HHG Capital Corporation

 

 

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

 

September 21, 2023

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

 

As approved by its shareholders at the Annual Meeting of Shareholders on September 21, 2023 (the “Meeting”), HHG Capital Corporation (the “Company” or “HHG”) entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, dated as of September 22, 2021, with Equiniti Trust Company LLC (formerly known as American Stock Transfer & Trust Company) on September 22, 2023. Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination twelve (12) times for an additional one (1) month each time from September 23, 2023, to September 23, 2024, by depositing $0.0333 for each issued and outstanding Company ordinary share issued in the IPO that has not been redeemed held by shareholders who did not enter into the Waiver Agreement (each, a “non-waiving Public Share”) (or an aggregate of $9,080.20 if there are no redemptions) for each one-month extension.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As approved by its shareholders at the Meeting on September 21, 2023, the Company filed an amended and restated memorandum and articles of association on September 21, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to twelve (12) times for an additional one (1) month each time, from September 23, 2023 to September 23, 2024, and expanding the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On September 21, 2023, the Company held the Meeting. As of August 23, 2023, the record date for the Meeting, there were 5,083,406 ordinary shares entitled to vote at the Meeting. There were 4,812,684 ordinary shares present at Meeting in person or represented by proxy, which was 94.67% of the total outstanding shares.

 

The final results for each of the matters submitted to a vote of HHG’s shareholders at the Meeting are as follows:

 

1.	Charter Amendment

 

Shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association, giving HHG the right to extend the date by which it has to complete a business combination twelve (12) times for an additional one (1) month each time, from September 23, 2023 to September 23, 2024. Approval of the Charter Amendment required the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
4,812,684		0		0		0

 

2.	Trust Amendment

 

Shareholders approved the proposal to amend the Company’s investment management trust agreement, dated as of September 20, 2022, by and between the Company and Equiniti Trust Company LLC (formerly known as American Stock Transfer & Trust Company) to allow the Company to extend the time it has to complete a business combination twelve (12) times for an additional one (1) month each time from September 23, 2023, to September 23, 2024 by depositing into the trust account $0.0333 for each non-waiving Public Share that has not been redeemed (or an aggregate of $9,080.20 if there are no redemptions) for each one-month extension. Adoption of the amendment required approval by the affirmative vote of holders of at least 65% of the outstanding shares present is required to approve the Trust Amendment. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
4,812,684		0		0		0

 

 

3.	The NTA Requirement Proposal

 

Shareholders approved the proposal to amend the Charter to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. Approval of the NTA Requirement Proposal required the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
4,812,684		0		0		0

 

4.	Election of Directors

 

Shareholders elected all of the five nominees for directors to serve until the next annual meeting of shareholders. The voting results were as follows:

 

		FOR				WITHHELD				BROKER NON-VOTE
Chee Shiong (Keith) Kok			4,812,684				0				0
Kym Hau			4,812,684				0				0
Hock Lye Benjamin Ho			4,812,684				0				0
Weiyi Di			4,812,684				0				0
Tzu Fei (Philip) Ting			4,812,684				0				0

 

4.	Auditor Ratification

 

Shareholders approved the proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. Approval of the Auditor Ratification Proposal required the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
4,812,684		0		0		0

 

Item 8.01 Other Events

 

In connection with the shareholders vote at the Meeting, 32,845 ordinary shares were tendered for redemption. On September 22, 2023, the Company deposited to the trust account $7,985.40 and extended the amount of time it has available to complete a business combination from September 23, 2023 to October 23, 2023. Following such redemptions and the deposit of the extension payment described above, the amount of funds remaining in the trust account is approximately $35,262,117.78 .

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.		Description
1.1		Amendment to the investment management trust agreement, dated as of September 22, 2023, with Equiniti Trust Company LLC (formerly known as American Stock Transfer & Trust Company)
3.1		Amended and restated memorandum and articles of association of HHG Capital Corporation, dated September 21, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: September 25, 2023
	HHG Capital Corporation
	By:	/s/ Chee Shiong (Keith) Kok
	Name:	Chee Shiong (Keith) Kok
	Title:	Chief Executive Officer

 

 

Exhibit 1.1

 

AMENDMENT TO THE

 

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Amendment No. 2 (this “Amendment”), dated as of September 22, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between HHG Capital Corporation (the “Company”) and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of September 20, 2021;

 

WHEREAS, the Company and the Trustee entered into an Amendment to the Investment Management Trust Agreement on September 20, 2023 (as amended, the “Trust Agreement”);

 

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

 

WHEREAS, at an Annual Meeting of shareholders of the Company held on September 21, 2023, the Company shareholders approved (i) a proposal to amend (the “Charter Amendment”) the Company’s third amended and restated memorandum and articles of association to provide that the date by which the Company shall be required to effect a Business Combination to be extended for twelve (12) times for an additional one (1) month each time from September 23, 2023 to September 23, 2024 and (ii) a proposal to extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a business combination; and

 

WHEREAS, on the date hereof, the Company is filing the Charter Amendment with the Registrar of Corporate Affairs in the British Virgin Islands (“BVI”).

 

NOW THEREFORE, IT IS AGREED:

 

The Trust Agreement is hereby amended as follows:

 

1. Preamble. The third WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:

 

“WHEREAS, if a Business Combination is not consummated within the initial 12 month period following the closing of the IPO, the Company’s insiders may extend such period by twenty-four one-month periods, up to a maximum of 36 months in the aggregate, by depositing the sum of $0.0333 per non-waiving public share (or an aggregate of $9,080.22 if there are no redemptions) into the Trust Account (as defined below) no later than the 12 month anniversary of the IPO, and each succeeding one month anniversary through and up to September 23, 2024 (each, an “Applicable Deadline”), as applicable, for each one-month extension (each, an “Extension”), in exchange for which they will receive promissory notes; and

 

2. Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by EF Hutton, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 12-month anniversary of the closing of the IPO or, in the event that the Company extended the time to complete the Business Combination for up to 36-months from the closing of the IPO but has not completed the Business Combination within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.

 

 

3. Exhibit D. Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

[Letterhead of Company]

 

[Insert date]

 

Equiniti Trust Company, LLC

48 Wall Street, 23^rd Floor

New York, NY 10005

Attn: Relationship Management

 

Re:

Trust Account — Extension Letter

 

Gentlemen:

 

Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between HHG Capital Corporation (“Company”) and Equiniti Trust Company, LLC (“Trustee”), dated as of September 20, 2021, as amended, (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from ______________ to ______________ (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

 

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline.

 

In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $_______ (assuming no redemptions), which will be wired to you, into the Trust Account investments upon receipt.

 

This is the ____ of up to twenty four Extension Letters.

 

	Very truly yours,
	HHG Capital Corporation
	By:
		[●],

 

cc:	EF Hutton, division of Benchmark Investments, LLC

 

	3.	All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
	4.	This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.
	5.	This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
	6.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

 

EQUINITI TRUST COMPANY, LLC, AS TRUSTEE

 

By:	/s/ Carlos Pinto
Name:	Carlos Pinto
Title:	Senior Vice President

 

HHG CAPITAL CORPORATION

 

By:	/s/ Chee Shiong (Keith) Kok
Name:	Chee Shiong (Keith) Kok
Title:	Chief Executive Officer

 

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.23.3

Cover	Sep. 21, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 21, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40820
Entity Registrant Name	HHG Capital Corporation
Entity Central Index Key	0001822886
Entity Address, Address Line One	1 Commonwealth Lane
Entity Address, Address Line Two	#03-20
Entity Address, City or Town	British Virgin Islands
Entity Address, Country	SG
Entity Address, Postal Zip Code	149544
City Area Code	+65
Local Phone Number	6659 1335
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units
Title of 12(b) Security	Units
Trading Symbol	HHGCU
Security Exchange Name	NASDAQ
Ordinary Shares
Title of 12(b) Security	Ordinary Shares
Trading Symbol	HHGC
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	HHGCW
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	HHGCR
Security Exchange Name	NASDAQ

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