a)
Dismissal of Independent Registered Public Accounting Firm.
Based
on information provided by Friedman LLP (“
Friedman
”), the independent registered public accounting firm of
HHG Capital Corporation (the “
Company
”), effective September 1, 2022, Friedman combined with Marcum LLP (“
Marcum
”)
and continued to operate as an independent registered public accounting firm as a wholly-owned subsidiary of Marcum. Friedman continued
to serve as the Company’s independent registered public accounting firm through September 16, 2022. On September 16, 2022, the
Audit Committee of the Board of Directors of the Company dismissed Friedman and engaged Marcum to serve as the independent registered
public accounting firm of the Co
mpany for the year ending December 31, 2022, effective immediately. The services previously provided
by Friedman will now be provided by Marcum.
Friedman’s
reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles,
except that the audit report on the financial statements of the Company for the year ended December 31, 2020 contained an uncertainty
about the Company’s ability to continue as a going concern.
During
the two most recent fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through September 16, 2022, there
were no disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of Friedman, would have caused Friedman to make reference
to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for
such years. Also during this time, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Friedman with a copy of the above disclosures and requested that Friedman furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of Friedman’s
letter dated September 21, 2022 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm.
On
September 16, 2022, the Company engaged Marcum as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2022, effective immediately. During the fiscal years ended December 31, 2021 and 2020 and through September 16, 2022,
neither the Company nor anyone on its behalf consulted with Marcum regarding (i) the application of accounting principles to any specified
transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s consolidated financial
statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered
by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either
the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,”
as defined in Item 304(a)(1)(v) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No.
Description
16.1
Letter
from Friedman LLP regarding the change in the Registrant’s certifying accountant, dated September 21, 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:
September 21, 2022
HHG
CAPITAL CORPORATION.
By:
/s/
Chee Shiong (Keith) Kok
Name:
Chee
Shiong (Keith) Kok
Title:
Chief
Executive Officer
makes a similar move, sign up!
