Entry into a Material Definitive


 


On
August 18, 2022, HHG Capital Corporation (the “

Company

”) entered into a letter agreement (the “

Letter Agreement

”)
with Golden Eagle Brokerage Limited (the “

Broker

”), a brokerage firm that holds of record an aggregate of 3,084,000
ordinary shares issued in the Company’s initial public offering (the “

Public Shares

”) that are beneficially
owned by certain shareholders of the Company (the “

Shareholders

). Pursuant to the Letter Agreement, the Broker made representations
on behalf of the Shareholders and agreed to enforce the covenants provided therein, including among other things, that (1) each Shareholder
waives its rights as to its Public Shares to receive any portion of any extension payment deposited by the Company in connection with
its extension through the end of the period it has to complete an initial business combination; and (2) each Shareholder agrees that
it will not sell or transfer any of its Public Shares to any third party other than in connection with a redemption of their Public Shares,
with certain limited exceptions.


 


Item
9.01. Financial Statements and Exhibits.


 




Exhibit
No.


 


Description



10.1


 


Letter agreement (the “Letter Agreement”) with Golden Eagle Brokerage Limited dated August 18, 2022.



104


 


Cover
Page Interactive Data File (embedded within the Inline XBRL document)



 



 


 



 


SIGNATURES


 


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


 




 


Dated:
August 24, 2022




 


 




 


HHG
CAPITAL CORPORATION.




 


 


 




 


By:


/s/
Chee Shiong (Keith) Kok




 


Name:


Chee
Shiong (Keith) Kok




 


Title:


Chief
Executive Officer




 



 



 






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