Other preliminary proxy statements



STYLE="font: 10pt Times New Roman, Times, Serif">





























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))













Definitive
Proxy Statement













Definitive
Additional Materials













Soliciting
Material Pursuant to § 240.14a-12









HHG
CAPITAL CORPORATION






(Name
of Registrant as Specified In Its Charter)














(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)












Payment
of Filing Fee (Check the appropriate box):




































No
fee required.













Fee
paid previously with preliminary materials.













Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11













































HHG
CAPITAL CORPORATION






1
Commonwealth Lane






#03-20,
Singapore, 149544











August
  , 2022








Dear
Shareholders:








On
behalf of the Board of Directors of HHG Capital Corporation (the “

Company

” or “

we

”), I invite you
to attend our Annual Meeting of Shareholders (the “

Annual Meeting

”). We hope you can join us. The Annual Meeting will
be held:

























At:



Loeb & Loeb LLP, 2206-19
Jardine House, 1 Connaught Place Central, Hong Kong SAR (and via video conference at


https://www.cleartrustonline.com/hhgc.






On:



September  , 2022





Time:



10 a.m. local time








The
Notice of Annual Meeting of Shareholders, the Proxy Statement and the proxy card accompany this letter, together with our Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 will be first mailed to our shareholders on or about August   , 2022.








As
discussed in the enclosed Proxy Statement, the Annual Meeting will be devoted to








(i)
A proposal to amend (the “

Charter Amendment

”) the Company’s amended and restated memorandum and articles of
association (the “

Charter

”) to extend the date by which the Company has to consummate a business combination (the


Extension

”) twelve (12) times for an additional one month (1) each time from September 23, 2022 (the “

Current
Termination Date

”) to September 23, 2023 (the termination date as so extended, the “

Extended Termination Date

”);








(ii)
A proposal to amend (the “

Trust Amendment

”) the Company’s investment management trust agreement (the “

Trust
Agreement

”), dated as of September 20, 2021, by and between the Company and American Stock Transfer & Trust Company (the


trustee

”), as amended, to extend the date on which to commence liquidating the trust account (the “

Trust
Account

”) established in connection with the Company’s initial public offering (the “

IPO

”) twelve
(12) times for an additional one (1) month each time from September 23, 2022 to September 23, 2023 by depositing into the trust account
$0.0155 for each issued and outstanding Company ordinary share issued in the IPO (each, a “

Public Share

”) that has
not been redeemed (or an aggregate of $88,867 if there are no redemptions) (the “

Extension Payment

”) for each one-month
extension in the event the Company has not consummated a business combination by the Extended Termination Date;








(iii)
A proposal to elect five directors to serve until the next Annual Meeting of Shareholders and until their respective successors have
been duly elected and qualified or until his or her earlier resignation, removal or death; and








(iv)
To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “

Adjournment
Proposal

”).








The
Company’s IPO prospectus dated September 20, 2021 provides that the Company initially had until March 23, 2023 (after two three-month
extensions) to complete its initial business combination. The Company’s charter was most recently amended and restated on September
20, 2021 with the Current Termination Date of September 23, 2022, which can be extended to March 23, 2023 after two three-month extensions.
The only way to extend the Combination Period from September 23, 2022 without the need for a separate shareholder vote under the current
Charter and Trust Agreement is for our insiders or their affiliates or designees, upon five days’ advance notice prior to the applicable
deadline, to deposit into the Trust Account $575,000 (i.e., $0.10 per issued Public Share, for each three-month extension, on or prior
to the date of the applicable deadline. The purpose of the Charter Amendment and the Trust Amendment is to allow the Company an option
to further extend the time to complete a business combination. Our board of directors has determined that it is in the best interests
of our shareholders to allow the Company to extend the time to complete a business combination a total of twelve (12) times for an additional
one (1) month each time and provide that the date for cessation of operations of the Company if the Company has not completed a business
combination would similarly be extended to the Extended Termination Date. This would result in the Company being able to extend the date
for completing its initial business combination up to twelve (12) times on a monthly basis beginning on September 23, 2022.

































The purpose of the Charter Amendment and the Trust
Amendment is to allow for twelve (12) monthly extensions, each with a required Extension Payment of $0.0155 each month for each Public
Share that has not been redeemed (or an aggregate of $88,867 assuming no redemptions). Our insiders or their affiliates or designees
will elect to exercise each extension on a month-to-month and as-needed basis only. Our sponsor and certain of his affiliates have executed
a waiver agreement with the Company (the “

Waiver Agreement

”) pursuant to which they have agreed to waive their rights
to 3,084,000 Public Shares owned by them of any and all Extension Payments made into the Trust Account. The effect of the proposed
Charter Amendment and the Trust Agreement, when taken together with the Waiver Agreement, will result in no economic change to the existing
rights of all other public shareholders in and to their pro rata share of the Trust Fund, all of whom will continue to accrue the same
$0.10 per share interest (per every three one-month extensions and assuming no redemptions) that they currently have under the
current Charter and current Trust Agreement.












We
know that many of our shareholders will be unable to attend the Annual Meeting. We are soliciting proxies so that each shareholder has
an opportunity to vote on all matters that are scheduled to come before the shareholders at the Annual Meeting. Whether or not you plan
to attend, please take the time now to read the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions,
so that your shares are represented at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time
prior to the Annual Meeting. Regardless of the number of Company shares you own, your presence in person or by proxy is important for
quorum purposes and your vote is important for proper corporate action.








Thank
you for your continuing interest in HHG Capital Corporation. We look forward to seeing you at the Annual Meeting.








If
you have any questions about the Proxy Statement, please contact us at HHG Capital Corporation, 1 Commonwealth Lane, #03-20, Singapore,
149544.








Sincerely,



























Chee
Shiong (Keith) Kok




Chief
Executive Officer



















3



















HHG
CAPITAL CORPORATION






1
Commonwealth Lane






#03-20,
Singapore, 149544












NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS


TO BE HELD ON SEPTEMBER , 2022











To
the Shareholders of HHG Capital Corporation:












NOTICE
IS HEREBY GIVEN that an Annual Meeting of Shareholders of HHG Capital Corporation (the “

Company

” or “

we

”),
a British Virgin Islands company, will be held at the offices of Loeb & Loeb LLP, 2206-19 Jardine House, 1 Connaught Place Central,
Hong Kong SAR (and via video conference at



https://www.cleartrustonline.com/hhgc



and entering the control number included on your proxy card)


on
September , 2022, at 10 a.m. local time, for the following purposes:










1.
A proposal to amend (the “

Charter Amendment

”) the Company’s amended and restated memorandum and articles of
association (the “

Charter

”) to extend the date by which the Company has to consummate a business combination (the


Extension

”) twelve (12) times for an additional one (1) each time from September 23, 2022 (the “

Current
Termination Date

”) to September 23, 2023 (the termination date as so extended, the “

Extended Termination Date

”).








2.
A proposal to amend (the “

Trust Amendment

”) the Company’s investment management trust agreement (the “

Trust
Agreement

”), dated as of September 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company
(the “

Trustee

”), as amended, to extend the date on which to commence liquidating the trust account (“

Trust
Account

”) established in connection with the Company’s initial public offering (“

IPO

”) twelve (12)
times for an additional one (1) month each time from September 23, 2022 to September 23, 2023 by depositing into the trust account $0.0155
for each Public Share that has not been redeemed (or an aggregate of $88,867 if there are no redemptions) (the “

Extension
Payment

”) for each one-month extension in the event the Company has not consummated a business combination by the Extended
Termination Date.








3.
A proposal to elect five (5) directors to serve until the next Annual Meeting of Shareholders and until their respective successors have
been duly elected and qualified or until his or her earlier resignation, removal or death.








4.
To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “

Adjournment
Proposal

”).








The
Board has fixed the close of business on August 17, 2022 as the record date for the meeting and only holders of shares of record at that
time will be entitled to notice of and to vote at the Annual Meeting or any adjournment or adjournments thereof.






























By
Order of the Board of Directors
















Chee
Shiong (Keith) Kok







Chief
Executive Officer














Singapore


[*], 2022
































IMPORTANT













IF
YOU CANNOT PERSONALLY ATTEND THE ANNUAL MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY
AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES OF AMERICA.












IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER , 2022. THIS PROXY
STATEMENT TO THE SHAREHOLDERS WILL BE AVAILABLE AT

HTTPS://WWW.SEC.GOV/

.












HHG
CAPITAL CORPORATION


1 Commonwealth Lane


#03-20, Singapore, 149544




































PROXY
STATEMENT


FOR


ANNUAL MEETING OF SHAREHOLDERS


TO BE HELD SEPTEMBER , 2022


FIRST MAILED ON OR ABOUT AUGUST , 2022












Date,
Time and Place of the Annual Meeting
















The enclosed proxy is solicited by the Board of Directors
(the “

Board

”) of HHG Capital Corporation (the “

Company

”), a British Virgin Islands company, in
connection with the Annual Meeting of Shareholders to be held at the offices of Loeb & Loeb LLP, 2206-19 Jardine House, 1 Connaught
Place Central, Hong Kong SAR (and via video conference at

https://www.cleartrustonline.com/hhgc

and entering the control number
included on your proxy card) on September , 2022, at 10 a.m. local time, and any adjournments thereof, for the purposes set forth
in the accompanying Notice of Meeting.














The
principal executive office of the Company is 1 Commonwealth Lane, #03-20, Singapore, 149544, and its telephone number, including area
code, is +65 6659 1335.









Purpose
of the Annual Meeting











At
the Annual Meeting, you will be asked to consider and vote upon the following matters:















































1.



A
proposal to amend (the “

Charter Amendment

”) the Company’s amended and restated memorandum and articles of
association (the “

Charter

”) to extend the date by which the Company has to consummate a business combination (the


Extension

”) twelve (12) times for an additional one (1) each time from September 23, 2022 (the “

Current
Termination Date

”) to September 23, 2023 (the termination date as so extended, the “

Extended Termination Date

”).















2.



A
proposal to amend (the “

Trust Amendment

”) the Company’s investment management trust agreement (the “

Trust
Agreement

”), dated as of September 20, 2021, by and between the Company and American Stock Transfer & Trust Company
(the “

Trustee

”), as amended, to extend the date on which to commence liquidating the trust account (“

Trust
Account

”) established in connection with the Company’s initial public offering (“

IPO

”) twelve
(12) times for an additional one (1) month each time from September 23, 2022 to September 23, 2023 by depositing into the trust account
the sum of $0.0155 for each Public Share that has not been redeemed (or an aggregate of $88,867 if there are no redemptions) (the


Extension Payment

”), for each one-month extension in the event the Company has not consummated a business combination
by the Extended Termination Date.















3.



A
proposal to elect five (5) directors to serve until the next Annual Meeting of Shareholders and until their respective successors
have been duly elected and qualified or until his or her earlier resignation, removal or death.















4.



To
act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “

Adjournment
Proposal

”).








The
Company’s IPO prospectus provides that the Company initially had until March 23, 2023 (after two three-month extensions) to complete
its initial business combination. Following the completion of our IPO in September 2021, our representatives have engaged in extensive
discussions with business owners with respect to potential business combination opportunities. The purpose of the Charter Amendment and
the Trust Amendment is to allow the Company an option to further extend the time to complete a business combination. Our board of directors
has determined that it is in the best interests of our shareholders to extend the Current Termination Date so to allow the Company to
extend the time to complete a business combination up to twelve (12) times for an additional one (1) month each time by depositing into
the trust account an Extension Payment of $0.0155 for each Public Share that has not been redeemed (or an aggregate of $88,867 if there
are no redemptions) for each one-month extension and provide that the date for cessation of operations of the Company if the Company
has not completed a business combination would similarly be extended to the Extended Termination Date (the “

Extension

”).
Under our current charter, in order to extend the time available for us to consummate our initial business combination, our insiders
or their affiliates or designees would be required to deposit $0.10 for each public ordinary share that has not been redeemed (or an
aggregate of $575,000 if there are no redemptions) into the Trust Account for each three (3) months extension. The initial extension
payment must be made prior to the Current Termination Date, while the second extension payment must be deposited into the trust account
no fewer than five calendar days prior to the then existing termination date. Both the Trust Agreement and the Company’s charter
will be amended to reflect the foregoing. The Charter Amendment is attached hereto as

Annex A

, and the Trust Amendment is attached
hereto as

Annex B

.






























Our
sponsor, Mr. Hooy Kok Wai (the “

Sponsor

”), wants to pay an Extension Amount that is less than the $0.10 for each three-month
extension provided by the current Charter and Trust Agreement, on a month-to-month and as-needed basis only. Under the current Charter
and Trust Agreement, each three month extension payment would be $575,000, which if paid monthly instead of every three months would
be $191,667. The amount now proposed to be paid for each monthly extension is $88,867 per month (assuming no redemptions), which would
translate to $266,600 for each three month period. However, this would be contrary to the interests of our remaining public shareholders,
who will have less funds in the Trust Account than if the extension provisions were not amended.








In
order to remedy such a situation, the Company has reached an agreement (the “

Waiver Agreement

”) with the Sponsor,
who is our largest public shareholder, and with certain other holders of Public Shares (the “

Anchor Shareholders

”)
and who, as of August 17, 2022, together own 3,084,000 Public Shares, which represent 53.63% of all outstanding Ordinary Shares that
are owned by our public shareholders. Pursuant to the Waiver Agreement, the Anchor Shareholders have agreed to waive their pro rata share
of all Extension Payments made into the Trust Account after the date hereof. As a result, each monthly Extension Payment (of $88,867
if there are no redemptions) that is paid into the trust account would be segregated so that only the Company’s public shareholders
who have not redeemed their Shares,

excluding the Anchor Shareholders,

would receive their pro rata share of each such monthly
extension payment (in addition to their pro rata share of amounts then in the trust account) upon redemption or upon the liquidation
of the Company as provided in our amended charter after giving effect to the Charter Amendment. The Waiver Agreement also provides that
the Anchor Shareholders will agree not to sell or otherwise transfer any of their Shares (subject to customary exceptions for transfers
to certain family members and other affiliates) other than in connection with a redemption of their Shares or in the event that the Company
is forced to dissolve or liquidate. The terms of the Waiver Agreement, when taken together with the Charter Amendment and the Trust Amendment,
would place all of our shareholders (other than the Anchor Shareholders) in the same financial position that they would have been if
each monthly extension payment was equal to one-third of the payment for each three-month extension provided for under our current charter.








After
consultation with the Sponsor, Company management has reasons to believe that, if the Charter Amendment and Trust Amendment proposals
are approved, the Sponsor or its affiliates will, in connection with each monthly extension, contribute $88,867 (assuming no redemptions)
to the Company as a loan (each loan being referred to herein as a “

contribution

”) for the Company to deposit the funds
into the Trust Account as the Extension Payment in the event the balance of the funds in the Company’s operating account, excluding
Trust Account minimum requirement, falls below $100,000, upon five (5) days’ advance notice prior to the applicable deadlines.
Each extension fee payment will be deposited in the Trust Account within two business days prior to the then existing termination date
(or portion thereof), other than the first extension fee payment which will be made one day after the day of the approval of the trust
amendment proposal. The contribution(s) will bear no interest and will be repayable by the Company to the Sponsor upon consummation of
an initial business combination. The loans will be forgiven by the Sponsor or its affiliate if the Company is unable to consummate an
initial business combination except to the extent of any funds held outside of the Trust Account. Each of the Charter Amendment, Trust
Amendment, proposal for the election of directors and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.








As
of August [●], 2022, there was approximately $[●] million in the Trust Account. If the Charter Amendment Proposal
and the Trust Amendment Proposal are approved and the Company extends the Combination Period to September 23, 2023, with a one (1) month
extension each time starting on September 23, 2022, the redemption price per share applicable to all shareholders other than the Anchor
Shareholders at the meeting for our initial business combination or the Company’s subsequent liquidation will be approximately
$[●] per share (assuming three (1) one-month extensions, without taking into account any interest), in comparison to the
current redemption price of approximately $[●] per share (assuming one (1) three-month extension).














2


















If
the Charter Amendment Proposal and Trust Amendment Proposal are not approved, we retain the right to extend the Combination Period by
two (2) times for an additional three (3) months each time from September 23, 2022, to March 23, 2023, by depositing $575,000, or $0.10
for each Public Share, to the Trust Account.








If
the Charter Amendment and the Trust Amendment are not approved and we do not consummate an initial business combination by March 23,
2023 (assuming two three-month extensions), we will be required to dissolve and liquidate our trust account by returning the then remaining
funds in such account to the public shareholders and our warrants to purchase Ordinary Shares will expire worthless.











Voting
Rights and Revocation of Proxies









The
record date with respect to this solicitation is the close of business on August 17, 2022 (the “

Record Date

”) and
only shareholders of record at that time will be entitled to vote at the Annual Meeting and any adjournment or adjournments thereof.








The
Company’s ordinary shares (“

Ordinary Shares

”) represented by all validly executed proxies received in time to
be taken to the meeting and not previously revoked will be voted at the meeting. This proxy may be revoked by the shareholder at any
time prior to its being voted by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing
a later date. We intend to release this Proxy Statement and the enclosed proxy card to our shareholders on or about August , 2022.









Dissenters’
Right of Appraisal









Holders
of Ordinary Shares do not have appraisal rights under the laws of British Virgin Islands or under the governing documents of the Company
in connection with this solicitation.









Outstanding
Shares and Quorum









The
number of outstanding Ordinary Shares entitled to vote at the meeting is 7,477,000. Each Ordinary Share is entitled to one vote. The
presence in person or by proxy at the Annual Meeting of the holders of 3,738,501 shares, or a majority of the number of outstanding Ordinary
Shares, will constitute a quorum. There is no cumulative voting. Shares that abstain or for which the authority to vote is withheld on
certain matters (so-called “broker non-votes”) will be treated as present for quorum purposes on all matters.









Broker
Non-Votes









Holders
of Ordinary Shares that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their
shares. If a shareholder does not give instructions to his or her bank or brokerage firm, it will nevertheless be entitled to vote the
shares with respect to “routine” items, but it will not be permitted to vote the shares with respect to “non-routine”
items. In the case of a non-routine item, such shares will be considered “broker non-votes” on that proposal. The Company
believes that all of the proposals presented to the shareholders at this Annual Meeting will be considered “non-routine”
items. Accordingly, banks or brokerages cannot use discretionary authority to vote shares on Proposals 1, 2, 3 or 4 if they have not
received instructions from their clients. Please submit your vote instruction form so your vote is counted.














3





















Required
Votes for Each Proposal to Pass









Assuming
the presence of a quorum at the Annual Meeting:












































































Proposal









Vote
Required









Broker






Discretionary
Vote Allowed




















Charter
Amendment






Majority
of the shares present in person or by proxy and entitled to vote






No


















Trust Amendment






65%
of the shares present in person or by proxy and entitled to vote






No


















Election
of Directors






Majority
of the shares present in person or by proxy and


entitled to vote






No


















Adjournment






Majority
of the outstanding shares represented by virtual attendance or by proxy and entitled to vote thereon at the Annual Meeting






No










Abstentions
will not count as a vote against each of the proposals.











Voting
Procedures









Each
Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Annual Meeting. Your proxy card shows
the number of Ordinary Shares that you own.































You
can vote your Ordinary Shares in advance of the Annual Meeting by completing, signing, dating and returning the enclosed proxy card
in the postage-paid envelope provided. If you hold your shares in “street name” through a broker, bank or other nominee,
you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented
and voted at the Annual Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will
vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to
vote your shares, your Ordinary Shares will be voted as recommended by our board of directors. Our board of directors recommends
voting “

FOR

” each of the Charter Amendment, the Trust Amendment Proposal, each of the nominees named in this Proxy
Statement, and the Adjournment Proposal.



















You
can attend the Annual Meeting and vote in person even if you have previously voted by submitting a proxy. You will be given a ballot
when you arrive. However, if your Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy
from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted
your shares.









Solicitation
of Proxies









The
solicitation of proxies is made by the Company. The expenses of solicitation of proxies will be paid by the Company. We may solicit proxies
by mail, and the officers and employees of the Company may solicit proxies personally or by telephone and will receive no extra compensation
from such activities. The Company will reimburse brokerage houses and other nominees for their expenses incurred in sending proxies and
proxy materials to the beneficial owners of shares held by them.














4





















Delivery
of Proxy Materials to Households









Only
one copy of the 2021 Annual Report on Form 10-K and this Proxy Statement will be delivered to an address where two or more shareholders
reside with the same last name or whom otherwise reasonably appear to be members of the same family based on the shareholders’
prior express or implied consent.








We
will deliver promptly upon written or oral request a separate copy of the 2021 Annual Report on Form 10-K and this Proxy Statement. If
you share an address with at least one other shareholder, currently receive one copy of our Annual Report on Form 10-K and Proxy Statement
at your residence, and would like to receive a separate copy of our Annual Report on Form 10-K and Proxy Statement for future shareholder
meetings of the Company, please specify such request in writing and send such written request to HHG Capital Corporation, 1 Commonwealth
Lane, #03-20, Singapore, 149544; Attention: Chief Executive Officer, or call the Company promptly at +65 6659 1335.








If
you share an address with at least one other shareholder and currently receive multiple copies of Annual Report on Form 10-K and Proxy
Statement, and you would like to receive a single copy of Annual Report on Form 10-K and Proxy Statement, please specify such request
in writing and send such written request to HHG Capital Corporation, 1 Commonwealth Lane, #03-20, Singapore, 149544; Attention: Chief
Executive Officer.









Redemption
Rights









Pursuant
to our currently existing charter, any holders of our public shares may demand that such shares be redeemed for a pro rata share of the
aggregate amount on deposit in the trust account, less taxes payable, calculated as of two business days prior to the Annual Meeting.
Regardless whether you vote for or against the Charter Amendment and the Trust Amendment, if your request is properly made and the Charter
Amendment and the Trust Amendment are approved, these shares will cease to be outstanding and will represent only the right to receive
a pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our IPO (calculated as of two business
days prior to the Annual Meeting). For illustrative purposes, based on funds in the trust account of approximately $[*] million on August
, 2022, the estimated per share redemption price would have been approximately $[*].








In
order to exercise your redemption rights, you must submit a request in writing prior to 5:00 p.m., Eastern time on September [●],
2022 (two business days before the Annual Meeting) that we redeem your Public Shares for cash to American Stock Transfer & Trust
Company, our transfer agent, at the following address:








American
Stock Transfer & Trust Company, LLC




6201
15th Avenue, Brooklyn, NY 11219




Attn:

Felix Orihuela





Senior
Vice President SPAC Services Administration




Relationship
Management




E-mail:


Forihuela@astfinancial.com






And
























deliver
your public shares either physically or electronically through DTC to our transfer agent at least two business days before the Annual
Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient
time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that shareholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control
over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate
with their broker, bank or other nominee to have the shares certificated or delivered electronically. If you do not submit a written
request and deliver your public shares as described above, your shares will not be redeemed.








Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting
shares to the transfer agent) and thereafter, with our consent, until the vote is taken with respect to the Charter Amendment and the
Trust Amendment. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise
your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request
by contacting our transfer agent at the phone number or address listed above.








Prior
to exercising redemption rights, shareholders should verify the market price of our Ordinary Shares, as they may receive higher proceeds
from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share
is higher than the redemption price. We cannot assure you that you will be able to sell your Ordinary Shares in the open market, even
if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our Ordinary
Shares when you wish to sell your shares.
















5


















If
you exercise your redemption rights, your Ordinary Shares will cease to be outstanding immediately prior to the Annual Meeting (assuming
the Charter Amendment and Trust Amendment are approved) and will only represent the right to receive a pro rata share of the aggregate
amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest
in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request
redemption.








If
the Charter Amendment Proposal and Trust Amendment Proposal are not approved, we retain the right to extend the Combination Period by
two (2) times for an additional three (3) months each time from September 23, 2022, to March 23, 2023, by depositing $575,000, or $0.10
for each public share, to the Trust Account.








If
the Charter Amendment and the Trust Amendment are not approved and we do not consummate an initial business combination by March 23,
2023 (assuming two three-month extensions), we will be required to dissolve and liquidate our trust account by returning the then remaining
funds in such account to the public shareholders and our warrants to purchase Ordinary Shares will expire worthless.








Holders
of outstanding units must separate the underlying public shares, public rights and public warrants prior to exercising redemption rights
with respect to the public shares.








If
you hold units registered in your own name, you must deliver the certificate for such units to American Stock Transfer & Trust Company,
LLC with written instructions to separate such units into public shares, public rights and public warrants. This must be completed far
enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights
with respect to the public shares upon the separation of the public shares from the units.








If
a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units.
Your nominee must send written instructions by facsimile to American Stock Transfer & Trust Company. Such written instructions must
include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s
deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares,
public rights and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights
with respect to the public shares upon the separation of the public shares from the units. While this is typically done electronically
the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public
shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.









SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT









The
following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each person who
is known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares, (ii) each of our officers and
directors, and (iii) all of our officers and directors as a group as of August 17, 2022.
























































































































Name and Address of Beneficial Owner(1)






Amount and Nature of Beneficial Ownership of Ordinary Shares







Approximate Percentage of Outstanding Ordinary Shares












Hooy Kok Wai (2)





3,614,500






48.34



%



Chee Shiong (Keith) Kok





160,000






2.14



%



Shuk Man (Lora) Chan





80,000






1.07



%



Kym Hau





5,000






*




Siang Yong Chew





0






*




Weiyi Di





5,000






*




Tzu Fei (Philip) Ting





5,000






*




All directors and officers (6 individuals as a group

)




255,000





3.41

%







*
Less than 1%.





















(1)



Unless
otherwise indicated, the business address of each of the individuals is c/o HHG Capital Corporation, 1 Commonwealth Lane, #03-20
Singapore, 149544.









(2)



Represents
shares held by Mr. Hooy Kok Wai, our sponsor, whose address is Room 15, 21/F, North Tower, Convoy Plaza, 1 Science Museum Road, Tsim
Sha Tsui, Kowloon, Hong Kong.














6



















PROPOSAL
1: THE CHARTER AMENDMENT









The
proposed Charter Amendment would amend our existing charter to extend the date by which the Company has to consummate a business combination
(the “

Extension

”) twelve (12) times for an additional one (1) month each time from September 23, 2022 to September
23, 2022 (the termination date as so extended, the “

Extended Termination Date

”). Initially, the Company had until
September 23, 2022 to complete its initial business combination, before giving effect to two three-month extensions (the “

Current
Termination Date

”). Pursuant to the terms of the proposed Charter Amendment, in order to extend the time available for us to
consummate our initial business combination, our insiders or their affiliates or designees must deposit $0.0155 for each public ordinary
share that has not been redeemed (or an aggregate of $88,867 if there are no redemptions) into the trust account for each one (1) month
extension. The initial extension payment must be made prior to the Current Termination Date, while the second extension payment (and
all those that follow) must be deposited into the trust account no fewer than two business days prior to the then existing termination
date. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not
be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account
to do so. Such notes would be paid upon consummation of our initial business combination. We intend to issue a press release announcing
the deposit of funds promptly after such funds are deposited into the trust account. The full proposed third amended and restated memorandum
and articles of association is attached to this proxy statement as

Annex A

. All shareholders are encouraged to read the proposed
amendment in its entirety for a more complete description of its terms. However, the Company will not proceed with the Charter Amendment
if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001,
and in such event, we will not affect the Charter Amendment or the Trust Amendment and we will move to liquidate the trust account and
dissolve the Company promptly after the Annual Meeting.









Reasons
for the Proposed Charter Amendment









The
Company is proposing to amend its charter to allow the Company to extend its life twelve (12) times for an additional one (1) month each
time from September 23, 2022 to September 23, 2023.








The
Company’s IPO prospectus provides that the Company initially had until March 23, 2023 (after two three-month extensions) to complete
its initial business combination. Our board of directors has determined that it is in the best interests of our shareholders to allow
the Company to extend the time to complete a business combination twelve (12) times for an additional three (3) months each time and
provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly
be extended to the Extended Termination Date.








Our
sponsor, Mr. Hooy Kok Wai (the “

Sponsor

”), wants to pay an Extension Amount that is less than the $0.10 for each three-month
extension provided by the current Charter and Trust Agreement, on a month-to-month and as-needed basis only. Under the current Charter
and Trust Agreement, each three month extension payment would be $575,000, which if paid monthly instead of every three months would
be $191,667. The amount now proposed to be paid for each monthly extension is $88,867 per month (assuming no redemptions), which would
translate to $266,600 for each three month period. However, this would be contrary to the interests of our remaining public shareholders,
who will have less funds in the Trust Account than if the extension provisions were not amended.








In
order to remedy such a situation, the Company has reached an agreement (the “

Waiver Agreement

”) with the Sponsor,
who is our largest public shareholder, and with certain other holders of Public Shares (the “

Anchor Shareholders

”)
and who, as of August 17, 2022, together own 3,084,000 Public Shares, which represent 53.63% of all outstanding Ordinary Shares that
are owned by our public shareholders. Pursuant to the Waiver Agreement, the Anchor Shareholders have agreed to waive their pro rata share
of all Extension Payments made into the Trust Account after the date hereof. As a result, each monthly Extension Payment of $88,867 (assuming
no redemptions) that is paid into the trust account would be segregated so that only the Company’s public shareholders who have
not redeemed their Shares,

excluding the Anchor Shareholders,

would receive their pro rata share of each such monthly extension
payment (in addition to their pro rata share of amounts then in the trust account) upon redemption or upon the liquidation of the Company
as provided in our amended charter after giving effect to the Charter Amendment. The Waiver Agreement also provides that the Anchor Shareholders
will agree not to sell or otherwise transfer any of their Shares (subject to customary exceptions for transfers to certain family members
and other affiliates) other than in connection with a redemption of their Shares or in the event that the Company is forced to dissolve
or liquidate. The terms of the Waiver Agreement, when taken together with the Charter Amendment and the Trust Amendment, would place
all of our shareholders (other than the Anchor Shareholders) in the same financial position that they would have been if each monthly
extension payment was equal to one-third of the payment for each three-month extension provided for under our current charter.














7


















After
consultation with the Sponsor, Company management has reasons to believe that, if the Charter Amendment and Trust Amendment proposals
are approved, the Sponsor or its affiliates will, in connection with each monthly extension, contribute $88,867 (assuming no redemptions)
to the Company as a loan (each loan being referred to herein as a “

contribution

”) for the Company to deposit the funds
into the Trust Account as the Extension Payment in the event the funds in the Company’s operating account, excluding Trust Account
minimum requirement, falls below $100,000, upon five (5) days’ advance notice prior to the applicable deadlines. Each extension
fee payment will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period
(or portion thereof), other than the first extension fee payment which will be made one day after the day of the approval of the trust
amendment proposal. The contribution(s) will bear no interest and will be repayable by the Company to the Sponsor upon consummation of
an initial business combination. The loans will be forgiven by the Sponsor or its affiliate if the Company is unable to consummate an
initial business combination except to the extent of any funds held outside of the Trust Account. Each of the Charter Amendment, Trust
Amendment, proposal for the election of directors and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.








If
the Charter Amendment proposal is not approved and we have not consummated a business combination or our trust account has not received
$575,000 extension fee payment by the Current Termination Date, we will (a) cease all operations except for the purpose of winding up,
(b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,
redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest income, divided by the number of then outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, dissolve and liquidate, subject in each case to our obligations under the laws of British Virgin Islands to provide
for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect
to our warrants or rights which will expire worthless in the event we wind up.








If
the Charter Amendment Proposal is not approved, we retain the right to extend the Combination Period by two (2) times for an additional
three (3) months each time from September 23, 2022, to March 23, 2023, by depositing $575,000, or $0.10 for each public share, to the
Trust Account.







If the Charter Amendment is not approved and we
do not consummate an initial business combination by March 23, 2023 (assuming two three-month extensions), we will be required to dissolve
and liquidate our trust account by returning the then remaining funds in such account to the public shareholders and our warrants to
purchase Ordinary Shares will expire worthless.










We may not be able to complete an initial business combination with
a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S.
government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.







Our sponsor is Hooy Kok Wai, a non-U.S.
person. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will
continue to be considered as such in the future for so long as our sponsor has the ability to exercise control over us for purposes
of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the
scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include
certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no
underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of
investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s
jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS,
or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the
initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate
national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S.
business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from
pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our
shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited
and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar
foreign ownership issues.





Moreover, the process of government review, whether
by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete
our initial business combination by September 23, 2022 (or March 23, 2023 if extended two times by our sponsor) because the review process
drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government
entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $10.30 per share, and our warrants
and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing
future gains on your investment through any price appreciation in the combined company.









Vote
Required and Board of Directors’ Recommendation









Approval
of the Charter Amendment to the amended and restated memorandum and articles of association requires the affirmative vote of at least
50% of the outstanding shares present. If your shares are held in street name, your broker, bank, custodian, or other nominee holder
cannot vote your shares on this proposal, unless you direct the holder how to vote, by marking your proxy card. Broker non-votes, abstentions
or the failure to vote on the Charter Amendment will not count as a vote cast at the Annual Meeting and will have no effect on the outcome
of the vote on any proposal.









The
Board recommends a vote “FOR” the Charter Amendment.

















8





















PROPOSAL
2: THE TRUST AMENDMENT









The
proposed Trust Amendment would amend our existing Trust Agreement, allowing the Company to extend the time available for us to consummate
our initial business combination twelve (12) times for an additional one (1) month each time from September 23, 2022 to September 23,
2023 (the “Trust Amendment”) by depositing into the Trust Account the sum of $0.0155 for each public Ordinary Share that
has not been redeemed (or an aggregate of $88,867 if there are no redemptions) for each one-month extension and make other conforming
amendments. A copy of the proposed Trust Amendment is attached to this proxy statement as

Annex B

. All shareholders are encouraged
to read the proposed amendment in its entirety for a more complete description of its terms. The initial extension payment must be made
prior to the Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than five
calendar days prior to the then existing termination date. The insiders will receive a non-interest bearing, unsecured promissory note
equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless
there are funds available outside the trust account to do so. Such notes would be paid upon consummation of our initial business combination. The
complete text of the proposed amendment is attached to this proxy statement as

Annex B

. All shareholders are encouraged to read
the proposed amendment in its entirety for a more complete description of its terms. However, the Company will not proceed with the Trust
Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than
$5,000,001, and in such event, we will not affect the Charter Amendment or the Trust Amendment and we will move to liquidate the trust
account and dissolve the Company promptly after the Annual Meeting.









Reasons
for the Proposed Trust Amendment









The
Company is proposing to amend its Trust Agreement allow the Company to extend its life twelve (12) times for an additional one (1) month
each time from September 23, 2022 to September 23, 2023.








The
Trust Amendment is essential to allow the Company an option to further extend the time to consummate a business combination. Approval
of the Trust Amendment is a condition to the implementation of the extension.








Our
sponsor, Mr. Hooy Kok Wai (the “

Sponsor

”), wants to pay an Extension Amount that is less than the $0.10 for each three-month
extension provided by the current Charter and Trust Agreement, on a month-to-month and as-needed basis only. Under the current Charter
and Trust Agreement, each three month extension payment would be $575,000, which if paid monthly instead of every three months would
be $191,667. The amount now proposed to be paid for each monthly extension is $88.867 per month, which would translate to $266,600 for
each three month period. However, this would be contrary to the interests of our remaining public shareholders, who will have less funds
in the Trust Account than if the extension provisions were not amended.








In
order to remedy such a situation, the Company has reached an agreement (the “

Waiver Agreement

”) with the Sponsor,
who is our largest public shareholder, and with certain other holders of Public Shares (the “

Anchor Shareholders

”)
and who, as of August 17, 2022, together own 3,084,000 Public Shares, which represent 53.63% of all outstanding Ordinary Shares that
are owned by our public shareholders. Pursuant to the Waiver Agreement, the Anchor Shareholders have agreed to waive their pro rata share
of all Extension Payments made into the Trust Account after the date hereof. As a result, each monthly Extension Payment of $88,867 (assuming
no redemptions) that is paid into the trust account would be segregated so that only the Company’s public shareholders who have
not redeemed their Shares,

excluding the Anchor Shareholders,

would receive their pro rata share of each such monthly extension
payment (in addition to their pro rata share of amounts then in the trust account) upon redemption or upon the liquidation of the Company
as provided in our amended charter after giving effect to the Charter Amendment. The Waiver Agreement also provides that the Anchor Shareholders
will agree not to sell or otherwise transfer any of their Shares (subject to customary exceptions for transfers to certain family members
and other affiliates) other than in connection with a redemption of their Shares or in the event that the Company is forced to dissolve
or liquidate. The terms of the Waiver Agreement, when taken together with the Charter Amendment and the Trust Amendment, would place
all of our shareholders (other than the Anchor Shareholders) in the same financial position that they would have been if each monthly
extension payment was equal to one-third of the payment for each three-month extension provided for under our current charter.














9


















After
consultation with the Sponsor, Company management has reasons to believe that, if the Charter Amendment and Trust Amendment proposals
are approved, the Sponsor or its affiliates will, in connection with each monthly extension, contribute $88,867 (assuming no redemptions)
to the Company as a loan (each loan being referred to herein as a “

contribution

”) for the Company to deposit the funds
into the Trust Account as the Extension Payment in the event the balance of the funds in the Company’s operating account, excluding
Trust Account minimum requirement, falls below $100,000, upon five (5) days’ advance notice prior to the applicable deadlines.
Each extension fee payment will be deposited in the Trust Account within two business days prior to the then existing termination date
(or portion thereof), other than the first extension fee payment which will be made one day after the day of the approval of the trust
amendment proposal. The contribution(s) will bear no interest and will be repayable by the Company to the Sponsor upon consummation of
an initial business combination. The loans will be forgiven by the Sponsor or its affiliate if the Company is unable to consummate an
initial business combination except to the extent of any funds held outside of the Trust Account. Each of the Charter Amendment, Trust
Amendment, proposal for the election of directors and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.








If
the Trust Amendment proposal is not approved and we have not consummated a business combination or our trust account has not received
$575,000 extension fee payment by the Current Termination Date, we will (a) cease all operations except for the purpose of winding up,
(b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,
redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest income, divided by the number of then outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, dissolve and liquidate, subject in each case to our obligations under the laws of the British Virgin Islands
to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account
with respect to our warrants or rights which will expire worthless in the event we wind up.








If
the Trust Amendment Proposal is not approved, we retain the right to extend the Combination Period by two (2) times for an additional
three (3) months each time from September 23, 2022, to March 23, 2023, by depositing $575,000, or $0.10 for each public share, to the
Trust Account.







If the Trust Amendment is not approved and we
do not consummate an initial business combination by March 23, 2023 (assuming two three-month extensions), we will be required to dissolve
and liquidate our trust account by returning the then remaining funds in such account to the public shareholders and our warrants to
purchase Ordinary Shares will expire worthless.













Vote
Required and Board of Directors’ Recommendation









The
affirmative vote of holders of at least 65% of the outstanding shares present is required to approve the Trust Amendment. Broker non-votes,
abstentions or the failure to vote on the Trust Amendment will not count as a vote cast at the Annual Meeting and will have no effect
on the outcome of the vote on any proposal.









The
Board recommends a vote “FOR” the Trust Amendment.

















10





















PROPOSAL
3: ELECTION OF DIRECTORS










Nominees
for Director









At
the Annual Meeting, five directors are up for re-election , with such directors to serve until the next Annual Meeting of Shareholders
and until their respective successors have been elected and has qualified, or until their earlier resignation, removal or death, unless
the term is otherwise fixed by a resolution of members..








If
for some unforeseen reason one or more of the nominees is not available as a candidate for director, the proxies may be voted for such
other candidate or candidates as may be nominated by the Board.








The
following table sets forth the positions and offices presently held with the Company by each nominee, their age as of the Record Date.
Proxies not marked to the contrary will be voted in favor of each such nominee’s election.























































































Name








Age








Position



















Chee
Shiong (Keith) Kok






49






Director
and Chief Executive Officer


















Kym
Hau






41






Director


















Siang
Yong Chew






48






Independent
Director


















Weiyi
Di






52






Independent
Director


















Tzu
Fei (Philip) Ting






40






Independent
Director








The
following is a summary of the biographical information of our director-nominees:










Chee
Shiong (Keith) Kok.


Mr. Chee Shiong (Keith) Kok has been our director and Chief Executive Officer since June 2021. Mr. Kok has
over two decades of experience in finance, mergers & acquisitions, risk management, business strategy integrations, divestitures,
and hands-on operational expertise with extensive government and business network, particularly in Asia. Since September 2019, Mr. Kok
has been serving as the director and the chief executive officer of EPL Exhibition Sdn. Bhd., an exhibition organizer. From June 2017
to August 2019, Mr. Kok served as the chief finance officer of EN Projects Sdn. Bhd., a company engaged in managing government related
aerospace and maritime exhibitions and was recognized as the Best International Exhibition organizer for LIMA by the then Malaysia Prime
Minister in 2019. From January 2013 to March 2017, Mr. Kok served as the head transaction banking corporate banking, and subsequently,
the head business banking of Standard Chartered Bank Malaysia. During Mr. Kok’s time with Standard Chartered Bank Malaysia, he
led the bank to win the Best Cash Management Deal for Corporate Banking within Standard Chartered Bank worldwide in 2014, Best Liquidity
Management Deal in Malaysia in 2015 by Asset Triple A and won best Top SME supporter in Malaysia with CGC (Credit Guarantee Corporation)
in 2016. From August 2007 to January 2013, Mr. Kok served as the regional head transaction banking for the Asian & Oceania region
(excluding North Asia) of Bank of Tokyo Mitsubishi-UFJ Ltd (Singapore Branch) (“BTMU”). During Mr. Kok’s time with
BTMU, he assisted the International Enterprise Singapore, a division of Singapore Government to develop government guarantee scheme (SPRING)
to assist the small and medium enterprises during the Global Financial Crisis in 2008. Mr. Kok was also instrumental in developing the
Global Transaction Banking Division in BTMU and led BTMU to be the first bank in the world to conclude electronic Letter of Credit (LC)
Discounting and the first bank in Singapore to deal with processing electronic LC. From January 2007 to August 2007, Mr. Kok served as
the vice president in the trade division of The Hongkong and Shanghai Banking Corporation, a banking corporation. From December 2005
to January 2007, Mr. Kok served as the assistant vice president of Citibank Berhad in Malaysia, a banking corporation. From 2002 to 2005,
Mr. Kok was engaged in his own consultancy business and worked in various local Malaysian companies. From 1996 to 2002, Mr. Kok served
in various positions in corporate banking division at Standard Chartered Bank Malaysia. Mr. Kok received a bachelor’s of science
degree in banking and finance from University of London in 1995. Mr. Kok also obtained ICC Certificate of Achievement Upskill 600 and
M5 Rules & Regulations For Financial Advisory Services, in 2007 and 2008, respectively.














11
























Kym
Hau.


Ms. Kym Hau has been our director since June 2021. Since 2014, Ms. Hau has been working at Messrs. Wan Yeung Hau & Co.,
Solicitors, a law firm. Ms. Hau joined Messrs. Wan Yeung Hau & Co., Solicitors in June 2014 where she served as a legal consultant
and was then promoted to a partner in June 2015. Since November 2020, Ms. Hau has been a legal consultant of Messrs. Wan Yeung Hau &
Co., Solicitors. Ms. Hau opened her own law firm, Kyms Law Office, in March 2022. Since March 2019, Ms. Hau has been a director of Grey
Bear Capital Limited, a company engaged in the provision of general consulting services. Ms. Hau received a bachelor’s degree in
Laws and a Postgraduate Certificate in Laws from The City University of Hong Kong in 2003 and 2004, respectively.










Siang
Yong Chew.


Mr. Chew has been our independent director since April 14, 2022. Mr. Chew graduated in Banking & Financial Management
from Nanyang Polytechnic Singapore in 1996 with Robert Kuok Foundation Outstanding Student Award. Upon graduation, Mr. Chew served as
an executive at Refco Singapore, a global commodity trading company. From Singapore, he then moved to Societe Generale in Hong Kong in
2009 as the Head of Institutional Sales. From 2012, he has served as the Director of China Merchants Securities International
Co Ltd in Hong Kong. China Merchants Securities is a subsidiary of China Merchants Group, a China SOE (State Owned Enterprise).
The group is involved in banking, logistics, and commodities trading. Mr. Chew oversees the Global Commodities Division within the China
Merchants Securities. Mr. Chew is a savvy in commodities trading such as gold, silver, platinum, palladium, iron ore, petroleum
products, and many other mineral resources.










Weiyi
Di.


Mr. Weiyi Di has been our independent director since June 2021. Since June 2019, Mr. Di has been the director and the chief
executive officer of Polo Lubricants Company Limited, a company engaged in producing engine oils. Since 2002, Mr. Di has been the chief
executive officer of Luroda Lubricants Wuxi Co., Ltd, a company engaged in the research and development, manufacturing, and distribution
of lubricants. From 1994 to 2004, Mr. Di served as the sales manager and was subsequently promoted as the managing director of Wuxi Jiangnan
Refinery Co., Ltd, a company engaged in oil refinery. Mr. Di obtained his master’s degree in executive master of business administration
from Tsinghua University in 2010.










Tzu
Fei (Philip) Ting.


Mr. Tzu Fei (Philip) Ting has been our independent director since June 2021. Since September 2010, he has
been the founding partner of Philip Ting & Kwan law firm with specific focus on fund advisory, property, technology and renewable
energy sectors. Since November 2020, Mr. Ting has been a director of Tableapp Sdn. Bhd., a company engaged in the online reservation
of high end restaurants in Malaysia. Mr. Ting is also a founding partner of FunNow Sdn. Bhd., an application software products company,
which was founded in Malaysia in July 2018. Since October 2015, Mr. Ting has been a managing director at Clearbrook Global Advisers LLC,
a global investment advisory company, which advises on strategic fund raising opportunities in Asia. Since May 2009, Mr. Ting has been
a director of Solarcorp Sdn. Bhd., a company engaged in the generation and sale of solar energy in Malaysia. From October 2006 to August
2007, Mr. Ting completed his pupillage at Skrine, a law firm. From November 2007 to September 2008, Mr. Ting served as a paralegal at
Allen & Overy (Hong Kong), a law firm. From October 2008 to January 2009, Mr. Ting served as a registered foreign lawyer at Richards
Butler in association with Reed Smith (Hong Kong). Mr. Ting obtained a bachelor’s degree in Laws from The University of Nottingham,
United Kingdom and a master’s degree in law and accounting from The London School of Economics, United Kingdom in 2003 and 2005,
respectively. Mr. Ting was called to the Bar in the United Kingdom, Malaysia and United States in 2004, 2007 and 2008, respectively.
Mr. Ting passed the Chartered Financial Analyst (CFA, Level 1) in 2006.








We
believe with their vast experience and complementary skillsets, our officers and directors are well qualified to serve as members of
our board.









Term
of Office









If
elected, the director-nominees will serve for a one-year term until the next Annual Meeting of Shareholders and until their respective
successors have been elected and has qualified, or until their earlier resignation, removal or death.









Vote
Required and Board of Directors’ Recommendation









The
nominees receiving a majority of the shares present in person or by proxy will be elected to the Board of Directors. If your shares are
held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares on this proposal, unless you direct
the holder how to vote, by marking your proxy card. For purposes of the election of directors, abstentions will not count as a vote cast
at the Annual Meeting and will have no effect on the outcome of the vote on any proposal.














12





















The
Board recommends a vote FOR the election of all of the above director nominees.










TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL










PERSONS









In
July 2020, 10,000 insider shares were issued to our initial subscriber of the Company. In November 2020, the initial subscriber transferred
the insider shares that it holds to HHG Investment Fund SPC – HHG Capital Fund SP (“

HHG Fund

”) , and the Company
further issued 1,240,000 insider shares to HHG Fund and Forever Happiness Limited (“FHL”). In February 2021, the Company
further allotted 187,500 insider shares to HHG Fund, resulting in an aggregate of 1,437,500 ordinary shares outstanding, for an aggregate
purchase price of $25,000, or approximately $0.017 per share. In May 2021, HHG, FHL and all other shareholders transferred an aggregate
of 1,437,500 insider shares to Expert Capital Investments Limited, who in turn transferred all 1,437,500 insider shares to our sponsor
in June 2021. At the end of June 2021, our sponsor transferred an aggregate of 255,000 ordinary shares to the directors.








Simultaneously
with the consummation of the IPO, our Sponsor purchased from us an aggregate of 255,000 private units at $10.00 per private unit (for
a total purchase price of $2,550,000), on a private placement basis. All of the proceeds we receive from these purchases were placed
in the trust account.








In
order to meet our working capital needs until completion of an initial business combination, our initial shareholders, officers and directors
and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation
of our initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted
upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the
holders being issued units to acquire 50,000 ordinary shares, warrants to purchase 37,500 ordinary shares and rights to receive 5,000
ordinary shares if $500,000 of notes were so converted). Our shareholders have approved the issuance of the units and underlying securities
upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business
combination. If we do not complete a business combination, the loans would be repaid out of funds not held in the trust account, and
only to the extent available.








The
holders of our insider shares issued and outstanding on the date of this proxy, as well as the holders of the private units (and all
underlying securities), are entitled to registration rights pursuant to an agreement to be signed at the IPO. The holders of a majority
of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider
shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary
shares are to be released from escrow. The holders of a majority of the private units or securities issued in payment of working capital
loans can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders
have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation
of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.








As
of June 30, 2021, HHG Fund had loaned us an aggregate of $100,000 to be used to pay formation expenses and a portion of the expenses
of this offering. The loan has been repaid.








Ms.
Yeung Po Yi, has agreed that, commencing on September 20, 2021 through the earlier of our consummation of our initial business
combination or our liquidation, it will make available to us certain general and administrative services, including office space, utilities
and administrative support, as we may require from time to time. We have agreed to pay $10,000 per month for these services. However,
pursuant to the terms of such agreement, we may delay payment of such monthly fee upon a determination by our audit committee that we
lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with our initial business combination.
Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our initial
business combination. Ms. Yeung Po Yi is a staff member of the sponsor. We believe that the fee charged by Ms. Yeung Po Yi is at least
as favorable as we could have obtained from an unaffiliated person.














13


















Other
than the fees described above, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation,
will be paid to any of our initial shareholders, officers or directors who owned our ordinary shares prior to this offering, or to any
of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).








We
will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain
activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit
on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available
proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.
Our audit committee will review and approve all reimbursements and payments made to any initial shareholder or member of our management
team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed
and approved by our board of directors, with any interested director abstaining from such review and approval.








All
ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed
by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any
compensation, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have
any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our
attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent”
directors (or, if there are no “independent” directors, our disinterested directors) determine that the terms of such transaction
are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.










Procedures
for Approval of Related Party Transactions










Our
Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts
of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined
as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or
any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater
than 5% beneficial owner of our Ordinary Shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has
or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial
owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult
to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family,
receives improper personal benefits as a result of his or her position.








We
also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that
elicits information about related party transactions.








Our
audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent
we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective
affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions
will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members
of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent
legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent”
directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect
to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete
a directors’ and officers’ questionnaire that elicits information about related party transactions.








These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.








To
further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated
with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm that the business combination
is fair to our unaffiliated shareholders from a financial point of view. Furthermore, in no event will any of our existing officers,
directors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other
compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.














14





















SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE









Section
16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered
class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers,
directors and ten percent shareholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. We
believe that, during the year ended December 31, 2021, all filing requirements applicable to our officers, directors and greater than
ten percent beneficial owners were complied with.









DIRECTOR
INDEPENDENCE









The
Company currently has three (3) independent directors: Siang Yong Chew, Weiyi Di and Tzu Fei (Philip) Ting. Each is independent under
the Nasdaq Marketplace Rules.









Board
Leadership Structure and Role in Risk Oversight









The
Company’s management is responsible for identifying, assessing and managing the material risks facing the business. The Board and,
in particular, the Audit Committee, is responsible for overseeing the Company’s processes for assessing and managing risk. Each
of the Chief Executive Officer and Chief Financial Officer, with input as appropriate from other appropriate management members, report
and provide relevant information directly to either the Board and/or the Audit Committee on various types of identified material financial,
reputational, legal, operational, environmental and business risks to which the Company is or may be subject, as well as mitigation strategies
for certain salient risks. In accordance with NASDAQ Capital Market requirements and as set forth in its charter, the Audit Committee
periodically reviews and discusses the Company’s business and financial risk management and risk assessment policies and procedures
with senior management, the Company’s independent auditor. The Audit Committee reports its risk assessment function to the Board.
The roles of the Board and the Audit Committee in the risk oversight process have not affected the Board leadership structure.








The
Board of Directors held one meeting during the year ended December 31, 2021, and also conducted business by written consent. The Audit
Committee, Compensation Committee and Nominating Committee each held one (1) meeting during the year ended December 31, 2021. During
fiscal year ended December 31, 2021, no director attended fewer than 75% of any meetings of the Board committees of which the director
was a member.









Audit
Committee









We
established an Audit Committee of the board of directors at the closing of our IPO, which currently consists of Siang Yong Chew, Weiyi
Di and Tzu Fei (Philip) Ting, each of whom is an independent director. Fei (Philip) Ting serves as chairman of the Audit Committee. The
Audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:



















































reviewing
and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board
whether the audited financial statements should be included in our Form 10-K;



















discussing
with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation
of our financial statements;



















discussing
with management major risk assessment and risk management policies;



















monitoring
the independence of the independent auditor;














15





































































































verifying
the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law;



















reviewing
and approving all related-party transactions;



















inquiring
and discussing with management our compliance with applicable laws and regulations;



















pre-approving
all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the
services to be performed;



















appointing
or replacing the independent auditor;



















determining
the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and
the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;



















establishing
procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls
or reports which raise material issues regarding our financial statements or accounting policies; and



















approving
reimbursement of expenses incurred by our management team in identifying potential target businesses.











Financial
Expert on Audit Committee









The
Audit Committee will at all times be composed exclusively of “independent directors” who are “financially literate”
as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to
read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.








In
addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience
in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results
in the individual’s financial sophistication. The board of directors has determined that Eric Lam qualifies as an “Audit
Committee financial expert,” as defined under rules and regulations of the SEC.









Compensation
Committee









We
established a Compensation Committee of the board of directors at the closing of our IPO, which currently consists of Siang Yong Chew,
Weiyi Di and Tzu Fei (Philip) Ting, each of whom is an independent director. Weiyi Di serves as chairman of the Compensation Committee.
We adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:





























































reviewing
and approving on an annual basis the corporate goals and objectives relevant to our President and Chief Executive Officer’s
compensation, evaluating our President and Chief Executive Officer’s performance in light of such goals and objectives and
determining and approving the remuneration (if any) of our President and Chief Executive Officer based on such evaluation;



















reviewing
and approving the compensation of all of our other executive officers;



















reviewing
our executive compensation policies and plans;



















implementing
and administering our incentive compensation equity-based remuneration plans;



















assisting
management in complying with our proxy statement and annual report disclosure requirements;














16



















































approving
all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers
and employees;



















producing
a report on executive compensation to be included in our annual proxy statement; and



















reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors.








The
charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
Compensation Committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.









Nominating
Committee









We
established a Nominating Committee of the board of directors at the closing of our initial public offering, which currently consists
of Siang Yong Chew, Weiyi Di and Tzu Fei (Philip) Ting, each of whom is an independent director. Siang Yong Chew serves as chairman of
the Nominating Committee. The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on
our board of directors. The Nominating Committee considers persons identified by its members, management, shareholders, investment bankers
and others. The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that the
persons to be nominated:









































should
have demonstrated notable or significant achievements in business, education or public service;



















should
possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring
a range of skills, diverse perspectives and backgrounds to its deliberations; and



















should
have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.








Shareholders
who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board at our next
Annual Meeting of Shareholders may do so by submitting a written recommendation to the Nominating Committee, HHG Capital Corporation,
1 Commonwealth Lane, #03-20, Singapore, 149544; Attention: Chief Executive Officer, in accordance with the procedures set forth below
in this proxy statement under the heading “Shareholder Proposals.” For nominees for election to the Board proposed by shareholders
to be considered, the following information concerning each nominee must be timely submitted in accordance with the required procedures:









































The
candidate’s name, age, business address, residence address, principal occupation or employment, the class and number of shares
of our capital stock the candidate beneficially owns, a brief description of any direct or indirect relationships with us, and the
other information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director;



















A
signed consent of the nominee to being named as a nominee, to cooperate with reasonable background checks and personal interviews
and to serve as a director, if elected; and



















As
to the shareholder proposing such nominee, that shareholder’s name and address, the class and number of shares of our capital
stock the shareholder beneficially owns, a description of all arrangements or understandings between the shareholder and the candidate
and any other person or persons (including their names) pursuant to which the recommendation is being made, a list of all other companies
to which the shareholder has recommended the candidate for election as a director in that fiscal year, and a representation that
the shareholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice.
















17





















SHAREHOLDER
COMMUNICATIONS









Shareholders
who wish to communicate with the Board or with specified members of the Board should do so by sending any communication to HHG Capital
Corporation, 1 Commonwealth Lane, #03-20, Singapore, 149544; Attention: Chief Executive Officer.








Any
such communication should state the number of shares beneficially owned by the shareholder making the communication. Our Secretary will
forward such communication to the full Board or to any individual member or members of the Board to whom the communication is directed,
unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Secretary has the authority
to discard the communication or take appropriate legal action regarding the communication.









CODE
OF ETHICS









We
adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities
laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business.









EXECUTIVE
OFFICERS AND DIRECTOR COMPENSATION









None
of our directors or executive officers has received any compensation from us for services rendered to us. With respect to our executive
officers:









































we
do not maintain, sponsor or contribute to, and have not had and do not have any obligation to contribute to, any benefit plans, including
any qualified or nonqualified defined benefit plans, nonqualified defined contribution plans or other deferred compensation plans,



















we
have not entered into any employment, service, retention or other agreements or entered into any agreements to provide benefits upon
termination of employment or other service with us, and



















we
have not granted any equity-based awards.








Other
than the monthly administration fee payable to Ms. Yeung Po Yi , no compensation or fees of any kind, including finder’s fees,
consulting fees and other similar fees, will be paid to our insiders or any of the members of our current management team, for services
rendered prior to or in connection with the consummation of a business combination. However, such individuals will receive reimbursement
for any out-of-pocket expenses incurred by them in connection with activities on our behalf. There is no limit on the amount of out-of-pocket
expenses reimbursable by us, except that to the extent such expenses exceed the available proceeds not deposited in the trust account,
such expenses would not be reimbursed by us unless we consummate a business combination.









SHAREHOLDER
PROPOSALS









Shareholders
who wish to present proposals for inclusion in the Company’s proxy materials for the next Annual Meeting of Shareholders may do
so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the shareholder
proposals must be received by us at our principal executive office on or before [*], 2023. Under SEC rules, you must have continuously
held for at least one year prior to the submission of the proposal (and continue to hold through the date of the meeting) at least $2,000
in market value, or 1%, of our outstanding stock in order to submit a proposal which you seek to have included in the Company’s
proxy materials. We may, subject to SEC review and guidelines, decline to include any proposal in our proxy materials.








Shareholders
who wish to make a proposal at the next Annual Meeting, other than one that will be included in our proxy materials, must notify us no
later than [●], 2023. If a shareholder who wishes to present a proposal fails to notify us by [●], 2023, the
proxies that management solicits for the meeting will confer discretionary authority to vote on the shareholder’s proposal if it
is properly brought before the meeting.









OTHER
BUSINESS









While
the accompanying Notice of Annual Meeting of Shareholders provides for the transaction of such other business as may properly come before
the Annual Meeting, the Company has no knowledge of any matters to be presented at the Annual Meeting other than those listed as Proposals
1, 2, and 3, in the notice. However, the enclosed Proxy gives discretionary authority in the event that any other matters should be presented.









ANNUAL
REPORT









Upon
written request to Secretary, HHG Capital Corporation, 1 Commonwealth Lane, #03-20, Singapore, 149544, we will provide without charge
to each person requesting a copy of our 2021 Annual Report on Form 10-K, including the financial statements filed therewith. We will
furnish a requesting shareholder with any exhibit not contained therein upon specific request.














18



















PROPOSAL
4: THE ADJOURNMENT PROPOSAL









The
adjournment proposal, if approved, will request the chairman of the Annual Meeting (who has agreed to act accordingly) to adjourn the
Annual Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to
our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual Meeting to approve
the Charter Amendment Proposal in this proxy statement. If the adjournment proposal is not approved by our shareholders, the chairman
of the meeting has the power to adjourn the Annual Meeting to a later date in the event, based on the tabulated votes, there are not
sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal and the Trust Amendment Proposal.









Vote
Required and Board of Directors’ Recommendation









If
a majority of the shares represented by virtual attendance or by proxy and voting on the matter at the Annual Meeting vote for the adjournment
proposal, the chairman of the Annual Meeting will exercise his or her power to adjourn the meeting as set out above.









Recommendation









The
Company’s Board of Directors recommends that you vote

“FOR”

the adjournment proposal.














19




















































By
Order of the Board of Directors.













/s/
Chee Shiong (Keith) Kok







Chee
Shiong (Keith) Kok






Chief
Executive Officer









Singapore






August
  , 2022

















20




















Annex
A












Charter
Amendment































Territory
of the British Virgin Islands












The
BVI Business Companies Act, 2004















third AMENDED AND RESTATED












memorandum
and articles of association


OF






HHG Capital Corporation











Incorporated
as a BVI Business Company on 15

th

of July 2020








Amended
and Restated on [  ] September 2022





















21



















TERRITORY
OF THE BRITISH VIRGIN ISLANDS










THE
BVI BUSINESS COMPANIES ACT 2004










THIRD
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION










OF










HHG
c




apital Corporation










A
COMPANY LIMITED BY SHARES










(amended
and restated on [ ] September 2022)





























1




NAME








The
name of the Company is HHG Capital Corporation.














2




STATUS








The
Company shall be a company limited by shares.














3




REGISTERED
OFFICE AND REGISTERED AGENT





























3.1



The
first registered office of the Company is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110 British
Virgin Islands.









3.2



The
first registered agent of the Company is Vistra (BVI) Limited of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola,
VG 1110, British Virgin Islands.









3.3



The
Company may change its registered office or registered agent by a Resolution of Directors or a Resolution of Members. The change
shall take effect upon the Registrar registering a notice of change filed under section 92 of the Act.














4




CAPACITY
AND POWER













4.1



The
Company has, subject to the Act and any other British Virgin Islands legislation for the time being in force, irrespective of corporate
benefit:



























(a)



full
capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and















(b)



for
the purposes of paragraph (a), full rights, powers and privileges.













4.2



There
are subject to Clause 4.1 and Regulation 23, no limitations on the business that the Company may carry on.














22
























5




NUMBER
AND CLASSES OF SHARES





















5.1



The
Company is authorised to issue 500,000,000 Shares of a single class each with a par value of US$0.0001.









5.2



The
Company may at the discretion of the Board of Directors, but shall not otherwise be obliged to, issue fractional Shares or round
up or down fractional holdings of Shares to its nearest whole number and a fractional Share (if authorised by the Board of Directors)
may have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares.














6




DESIGNATIONS
POWERS PREFERENCES OF SHARES













6.1



Each
Share in the Company confers upon the Member (unless waived by such Member):















































(a)



subject
to Clause 11, the right to one vote at a meeting of the Members of the Company or on any Resolution of Members;















(b)



the
right to be redeemed on an Automatic Redemption Event in accordance with Regulation 23.2 or pursuant to either a Tender Redemption
Offer or Redemption Offer in accordance with Regulation 23.5 or pursuant to an Amendment Redemption Event in accordance with Regulation
23.11;















(c)



the
right to an equal share with each other Share in any dividend paid by the Company; and















(d)



subject
to satisfaction of and compliance with Regulation 23, the right to an equal share with each other Share in the distribution of the
surplus assets of the Company on its liquidation provided that in the event that the Company enters liquidation prior to or without
having consummated a Business Combination then, in such circumstances, in the event any surplus assets (

Residual Assets

) of
the Company remain following the Company having complied with its applicable obligations to redeem Public Shares and distribute the
funds held in the Trust Account in respect of such redemptions pursuant to Regulation 23, the Public Shares shall not have any right
to receive any share of those Residual Assets which are held outside the Trust Account and such Residual Assets shall be distributed
(on a pro rata basis) only in respect of those Shares that are not Public Shares.





















6.2



The
Directors may at their discretion by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares in the
Company subject to Regulation 6 and Regulation 23 of the Articles.









6.3



The
Directors have the authority and the power by Resolution of Directors:



























(a)



to
authorise and create additional classes of shares; and















(b)



to
fix the designations, powers, preferences, rights, qualifications, limitations and restrictions, if any, appertaining to any and
all classes of shares that may be authorised to be issued under this Memorandum.














23
























7




VARIATION
OF RIGHTS













7.1



The
rights attached to the Shares as specified in Clause 6.1 may only, whether or not the Company is being wound up, be varied with the
consent in writing of more than fifty percent (50%) of the issued Shares of that class, or by a resolution passed at a meeting by,
the holders of more than fifty percent (50%) of the Shares present at a duly convened and constituted meeting of the Members of the
Company holding Shares which were present at the meeting and voted, or unless otherwise provided by the terms of issue of such class.














8




RIGHTS
NOT VARIED BY THE ISSUE OF SHARES PARI PASSU








The
rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking
pari passu therewith.














9




REGISTERED
SHARES





















9.1



The
Company shall issue registered shares only.









9.2



The
Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer
shares.














10




TRANSFER
OF SHARES








A
Share may be transferred in accordance with Regulation 4 of the Articles.














11




AMENDMENT
OF MEMORANDUM AND ARTICLES













11.1



The
Company may amend its Memorandum or Articles by a Resolution of Members or by a Resolution of Directors, save that no amendment may
be made by a Resolution of Directors:















































(a)



to
restrict the rights or powers of the Members to amend the Memorandum or Articles;















(b)



to
change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or Articles;















(c)



in
circumstances where the Memorandum or Articles cannot be amended by the Members; or















(d)



to
change Clauses 7 or 8, this Clause 11 or Regulation 23 (or any of the defined terms used in any such Clause or Regulation).













11.2



Notwithstanding
Clause 11.1, no amendment may be made to the Memorandum or Articles to amend:



























(a)



Regulation
23 prior to the Business Combination unless the holders of the Public Shares are provided with the opportunity to redeem their Public
Shares upon the approval of any such amendment in the manner and for the price as set out in Regulation 23.11; or















(b)



this
Clause 11.2 during the Target Business Acquisition Period.
















12




DEFINITIONS
AND INTERPRETATION













12.1



In
this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:



























(a)




Act

means the BVI Business Companies Act, 2004 (as amended) and includes the regulations made under the Act;















(b)




AGM

means an annual general meeting of the Members;
















24







































































































































































(c)




Amendment

has the meaning ascribed to it in Regulation 23.11;















(d)




Amendment
Redemption Event

has the meaning ascribed to it in Regulation 23.11;















(e)




Approved
Amendment

has the meaning ascribed to it in Regulation 23.11;















(f)




Articles

means the attached Articles of Association of the Company;















(g)




Automatic
Redemption Event

shall have the meaning given to it in Regulation 23.2;















(h)




Board
of Directors

means the board of directors of the Company;















(i)




Business
Combination

shall mean the initial acquisition by the Company, whether through a merger, share exchange, share reconstruction
or amalgamation, asset or share acquisition, a contractual arrangement or other similar business combination transaction, with a
Target Business at Fair Value;















(j)




Business
Combination Articles

means Regulation 23 relating to the Company’s obligations regarding the consummation of a Business
Combination;















(k)




Business
Days

means a day other than a Saturday or Sunday or any other day on which commercial banks in New York are required or are authorised
to be closed for business;















(l)




Chairman

means a person who is appointed as chairman to preside at a meeting of the Company and

Chairman of the Board

means a person
who is appointed as chairman to preside at a meeting of the Board of Directors of the Company, in each case, in accordance with the
Articles;















(m)




Designated
Stock Exchange

means the Over-the-Counter Bulletin Board, the Global Select Market, Global Market or the Capital Market of the
NASDAQ Stock Market LLC, the NYSE American or the New York Stock Exchange, as applicable; provided, however, that until the Shares
are listed on any such Designated Stock Exchange, the rules of such Designated Stock Exchange shall be inapplicable to the Company
and this Memorandum or the Articles;















(n)




Director

means any director of the Company, from time to time;















(o)




Distribution

in relation to a distribution by the Company means the direct or indirect transfer of an asset, other than Shares, to or for
the benefit of a Member in relation to Shares held by a Member, and whether by means of a purchase of an asset, the redemption or
other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;















(p)




Eligible
Person

means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations
of persons;















(q)




Enterprise

means the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise of which an Indemnitee is or was serving at the request of the Company
as a Director, Officer, trustee, general partner, managing member, fiduciary, employee or agent;














25

































































































































(r)




Exchange
Act

means the United States Securities Exchange Act of 1934, as amended;















(s)




Expenses

shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation,
all legal fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses, in each case reasonably
incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the
Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses shall also include any or
all of the foregoing expenses incurred in connection with all judgments, liabilities, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred (whether by an Indemnitee, or on his behalf) in
connection with such Proceeding or any claim, issue or matter therein, or any appeal resulting from any Proceeding, including without
limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond
or its equivalent, but shall not include amounts paid in settlement by an Indemnitee or the amount of judgments or fines against
an Indemnitee;















(t)




Fair
Value

shall mean a value at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees
and any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for a Business Combination;















(u)




FINRA

means the Financial Industry Regulatory Authority of the United States;















(v)




Indemnitee

means any person detailed in sub regulations (a) and (b) of Regulation 15;















(w)




Initial
Shareholders

means the Sponsor and any Members who hold Shares prior to the IPO;















(x)




IPO

means the initial public offering of units, consisting of shares and warrants of the Company and rights to receive shares of
the Company;















(y)




Member

means an Eligible Person whose name is entered in the share register of the Company as the holder of one or more Shares or fractional
Shares;















(z)




Memorandum

means this Memorandum of Association of the Company;















(aa)




Officer

means any officer of the Company, from time to time;















(bb)




Per-Share
Redemption Price

means, unless otherwise agreed or waived by any holder of Public Shares:

















(i)



with
respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account including interest earned, but net
of taxes payable divided by the number of then outstanding Public Shares;














26





































(ii)



with
respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account, including interest earned but net
of taxes payable, divided by the number of then outstanding Public Shares; and















(iii)



with
respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit in the Trust Account, including
interest earned but net of taxes payable, on the date that is two Business Days prior to the consummation of the Business Combination,
divided by the number of then outstanding Public Shares;



































































(cc)




Proceeding

means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the name of the Company
or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative
nature, in which an Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that such Indemnitee
is or was a Director or Officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure
to act) on his part while acting as a Director, Officer, employee or adviser of the Company, or by reason of the fact that he is
or was serving at the request of the Company as a Director, Officer, trustee, general partner, managing member, fiduciary, employee,
adviser or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense
is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under these Articles;















(dd)




Public
Shares

means the Shares included in the units issued in the IPO;















(ee)




Redemption
Offer

has the meaning ascribed to it in Regulation 23.5(b);















(ff)




Registration
Statement

has the meaning ascribed to it in Regulation 23.10;















(gg)




relevant
system

means a relevant system for the holding and transfer of shares in uncertificated form;















(hh)




Resolution
of Directors

means either:

























(i)



a
resolution approved at a duly convened and constituted meeting of Directors of the Company
or of a committee of Directors of the Company by the affirmative vote of a majority of the
Directors present at the meeting who voted except that where a Director is given more than
one vote, he shall be counted by the number of votes he casts for the purpose of establishing
a majority; or













(ii)



a
resolution consented to in writing by all Directors or by all members of a committee of Directors
of the Company, as the case may be;















(ii)




Resolution
of Members

means a resolution approved at a duly convened and constituted meeting of
the Members of the Company by the affirmative vote of a majority of the votes of the Shares
entitled to vote thereon which were present at the meeting and were voted;















(jj)




Seal

means any seal which has been duly adopted as the common seal of the Company;














27







































































































































(kk)




SEC

means the United States Securities and Exchange Commission;













(ll)




Securities

means Shares, other securities and debt obligations of every kind of the Company, and
including without limitation options, warrants, rights to receive Shares or other securities
or debt obligations;













(mm)




Securities
Act

means the United States Securities Act of 1933, as amended;













(nn)




Share

means a share issued or to be issued by the Company and

Shares

shall be construed
accordingly;













(oo)




Sponsor

means Mr. Hooy Kok Wai;













(pp)




Target
Business

means any businesses or entity with whom the Company wishes to undertake a Business
Combination;













(qq)




Target
Business Acquisition Period

shall mean the period commencing from the effectiveness of
the registration statement filed with the SEC in connection with the Company’s IPO
up to and including the first to occur of (i) a Business Combination; or (ii) the Termination
Date.













(rr)




Tender
Redemption Offer

has the meaning ascribed to it in Regulation 23.5(a);













(ss)




Termination
Date

has the meaning given to it in Regulation 23.2;













(tt)




Treasury
Share

means a Share that was previously issued but was repurchased, redeemed or otherwise
acquired by the Company and not cancelled;













(uu)




Trust
Account

shall mean the trust account established by the Company prior to the IPO and
into which a certain amount of the IPO proceeds and the proceeds from a simultaneous private
placement of like units comprising like securities to those in included in the IPO by the
Company are deposited, interest on the balance of which may be released to the Company from
to time to time to pay the Company’s income or other tax obligations; and













(vv)




written

or any term of like import includes information generated, sent, received or stored by
electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic
means, including electronic data interchange, electronic mail, telegram, telex or telecopy,
and “in writing” shall be construed accordingly.













12.2



In
the Memorandum and the Articles, unless the context otherwise requires a reference to:























































(a)



a

Regulation

is a reference to a regulation of the Articles;













(b)



a

Clause

is a reference to a clause of the Memorandum;













(c)



voting
by Member is a reference to the casting of the votes attached to the Shares held by the Member
voting;













(d)



the
Act, the Memorandum or the Articles is a reference to the Act or those documents as amended;
and













(e)



the
singular includes the plural and vice versa.





















12.3



Any
words or expressions defined in the Act unless the context otherwise requires bear the same
meaning in the Memorandum and Articles unless otherwise defined herein.









12.4



Headings
are inserted for convenience only and shall be disregarded in interpreting the Memorandum
and Articles.














28


















We,
Vistra (BVI) Limited of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands for the
purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign this Memorandum of Association
the 15

th

day of July 2020.








Incorporator



































[Rexella
D. Hodge]


















(Sd.)
Rexella D. Hodge






Authorised
Signatory






Vistra
(BVI) Limited





















29


















TERRITORY
OF THE BRITISH VIRGIN ISLANDS








THE
BVI BUSINESS COMPANIES ACT 2004








THIRD
AMENDED AND RESTATED ARTICLES OF ASSOCIATION








OF









HHG
c




apital Corporation












A
COMPANY LIMITED BY SHARES












(




amended
and restated on [ ] September

2022)




































































1




REGISTERED
SHARES









1.1



Every
Member is entitled to a certificate signed by a Director of the Company or under the Seal
specifying the number of Shares held by him and the signature of the Director and the Seal
may be facsimiles.









1.2



Any
Member receiving a certificate shall indemnify and hold the Company and its Directors and
officers harmless from any loss or liability which it or they may incur by reason of any
wrongful or fraudulent use or representation made by any person by virtue of the possession
thereof. If a certificate for Shares is worn out or lost it may be renewed on production
of the worn out certificate or on satisfactory proof of its loss together with such indemnity
as may be required by a Resolution of Directors.









1.3



If
several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible
Persons may give an effectual receipt for any Distribution.









1.4



Nothing
in these Articles shall require title to any Shares or other Securities to be evidenced by
a certificate if the Act and the rules of the Designated Stock Exchange permit otherwise.









1.5



Subject
to the Act and the rules of the Designated Stock Exchange, the Board of Directors without
further consultation with the holders of any Shares or Securities may resolve that any class
or series of Shares or other Securities in issue or to be issued from time to time may be
issued, registered or converted to uncertificated form and the practices instituted by the
operator of the relevant system. No provision of these Articles will apply to any uncertificated
shares or Securities to the extent that they are inconsistent with the holding of such shares
or securities in uncertificated form or the transfer of title to any such shares or securities
by means of a relevant system.









1.6



Conversion
of Shares held in certificated form into Shares held in uncertificated form, and vice versa,
may be made in such manner as the Board of Directors, in its absolute discretion, may think
fit (subject always to the requirements of the relevant system concerned). The Company or
any duly authorised transfer agent shall enter on the register of members how many Shares
are held by each member in uncertificated form and certificated form and shall maintain the
register of members in each case as is required by the relevant system concerned. Notwithstanding
any provision of these Articles, a class or series of Shares shall not be treated as two
classes by virtue only of that class or series comprising both certificated shares and uncertificated
shares or as a result of any provision of these Articles which applies only in respect of
certificated shares or uncertificated shares.
















30







































































1.7



Nothing
contained in Regulation 1.5 and 1.6 is meant to prohibit the Shares from being able to trade
electronically. For the avoidance of doubt, Shares shall only be traded and transferred electronically
upon consummation of the IPO.










2




SHARES









2.1



Subject
to the provisions of these Articles and, where applicable, the rules of the Designated Stock
Exchange, the unissued Shares of the Company shall be at the disposal of the Directors and
Shares and other Securities may be issued and option to acquire Shares or other Securities
may be granted at such times, to such Eligible Persons, for such consideration and on such
terms as the Directors may by Resolution of Directors determine.









2.2



Without
prejudice to any special rights previously conferred on the holders of any existing Shares,
the Directors may be issued Shares with such preferred, deferred or other special rights
or such restrictions, whether in regard to dividend, voting or otherwise as the Directors
may from time to time determine subject to Regulation 23.7.









2.3



Section
46 of the Act does not apply to the Company.









2.4



A
Share may be issued for consideration in any form, including money, a promissory note, real
property, personal property (including goodwill and know-how) or a contract for future services.









2.5



No
Shares may be issued for a consideration other than money, unless a Resolution of Directors
has been passed stating:

























(a)



the
amount to be credited for the issue of the Shares; and













(b)



that,
in their opinion, the present cash value of the non-money consideration for the issue is
not less than the amount to be credited for the issue of the Shares.













2.6



The
Company shall keep a register (the

share register

) containing:













































(a)



the
names and addresses of the persons who hold Shares;













(b)



the
number of each class and series of Shares held by each Member;













(c)



the
date on which the name of each Member was entered in the share register; and













(d)



the
date on which any Eligible Person ceased to be a Member.





















2.7



The
share register may be in any such form as the Directors may approve, but if it is in magnetic,
electronic or other data storage form, the Company must be able to produce legible evidence
of its contents. Until the Directors otherwise determine, the magnetic, electronic or other
data storage form shall be the original share register.









2.8



A
Share is deemed to be issued when the name of the Member is entered in the share register.
















31







































































































2.9



Subject
to the provisions of the Act and the Business Combination Articles, Shares may be issued
on the terms that they are redeemable, or at the option of the Company be liable to be redeemed
on such terms and in such manner as the Directors before or at the time of the issue of such
Shares may determine. The Directors may issue options, warrants, rights or convertible securities
or securities or a similar nature conferring the right upon the holders thereof to subscribe
for, purchase or receive any class of Shares or Securities on such terms as the Directors
may from time to time determine. Notwithstanding the foregoing, the Directors may also issue
options, warrants, rights to acquire or receive shares or convertible securities in connection
with the Company’s IPO.










3




FORFEITURE









3.1



Shares
that are not fully paid on issue, or are issued with the terms that they are subject to forfeiture
as the Directors determine upon allotment, are subject to the forfeiture provisions set forth
in this Regulation and for this purpose Shares issued for a promissory note or a contract
for future services are deemed to be not fully paid.









3.2



A
written notice of call specifying the date for payment to be made shall be served on the
Member who defaults in making payment in respect of the Shares.









3.3



The
written notice of call referred to in Regulation 3.2 shall name a further date not earlier
than the expiration of 14 days from the date of service of the notice on or before which
the payment required by the notice is to be made and shall contain a statement that in the
event of non-payment at or before the time named in the notice the Shares, or any of them,
in respect of which payment is not made will be liable to be forfeited.









3.4



Where
a written notice of call has been issued pursuant to Regulation 3.2 and the requirements
of the notice have not been complied with, the Directors may, at any time before tender of
payment, forfeit and cancel the Shares to which the notice relates.









3.5



The
Company is under no obligation to refund any moneys to the Member whose Shares have been
cancelled pursuant to Regulation 3.4 and that Member shall be discharged from any further
obligation to the Company.










4




TRANSFER
OF SHARES









4.1



Subject
to the Memorandum, certificated shares may be transferred by a written instrument of transfer
signed by the transferor and containing the name and address of the transferee, which shall
be sent to the Company for registration. A member shall be entitled to transfer uncertificated
shares by means of a relevant system and the operator of the relevant system shall act as
agent of the Members for the purposes of the transfer of such uncertificated shares.









4.2



The
transfer of a Share is effective when the name of the transferee is entered on the share
register.









4.3



If
the Directors of the Company are satisfied that an instrument of transfer relating to Shares
has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution
of Directors:




















(a)



to
accept such evidence of the transfer of Shares as they consider appropriate; and




(b)



that
the transferee’s name should be entered in the share register notwithstanding the absence
of the instrument of transfer.
















32































































































4.4



Subject
to the Memorandum, the personal representative of a deceased Member may transfer a Share
even though the personal representative is not a Member at the time of the transfer.










5




DISTRIBUTIONS









5.1



Subject
to the Business Combination Articles, the Directors of the Company may, by Resolution of
Directors, authorise a distribution at a time and of an amount they think fit if they are
satisfied, on reasonable grounds, that, immediately after the distribution, the value of
the Company’s assets will exceed its liabilities and the Company will be able to pay
its debts as and when they fall due.









5.2



Dividends
may be paid in money, shares, or other property.









5.3



The
Company may, by Resolution of Directors, from time to time pay to the Members such interim
dividends as appear to the Directors to be justified by the profits of the Company, provided
always that they are satisfied, on reasonable grounds, that, immediately after the distribution,
the value of the Company’s assets will exceed its liabilities and the Company will
be able to pay its debts as and when they fall due.









5.4



Notice
in writing of any dividend that may have been declared shall be given to each Member in accordance
with Regulation 21 and all dividends unclaimed for three years after such notice has been
given to a Member may be forfeited by Resolution of Directors for the benefit of the Company.









5.5



No
dividend shall bear interest as against the Company.










6




REDEMPTION
OF SHARES AND TREASURY SHARES









6.1



The
Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company
may not purchase, redeem or otherwise acquire its own Shares without the consent of the Member
whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted
or required by the Act or any other provision in the Memorandum or Articles to purchase,
redeem or otherwise acquire the Shares without such consent.









6.2



The
purchase, redemption or other acquisition by the Company of its own Shares is deemed not
to be a distribution where:

























(a)



the
Company purchases, redeems or otherwise acquires the Shares pursuant to a right of a Member
to have his Shares redeemed or to have his shares exchanged for money or other property of
the Company, or













(b)



the
Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of
section 179 of the Act.





















6.3



Sections
60, 61 and 62 of the Act shall not apply to the Company.









6.4



Subject
to the provisions of Regulation 23, shares that the Company purchases, redeems or otherwise
acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to
the extent that such Shares are in excess of 50 percent of the issued Shares in which case
they shall be cancelled but they shall be available for reissue.
















33







































6.5



All
rights and obligations attaching to a Treasury Share are suspended and shall not be exercised
by the Company while it holds the Share as a Treasury Share.









6.6



Treasury
Shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent
with the Memorandum and Articles) as the Company may by Resolution of Directors determine.









6.7



Where
Shares are held by another


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