Entry into a Material Definitive


 


As
approved by its shareholders at the Annual Meeting of Shareholders on September 19, 2022 (the “Meeting”), HHG Capital Corporation
(the “Company” or “HHG”) entered into an amendment (the “Trust Amendment”) to the investment management
trust agreement, dated as of September 20, 2021, with American Stock Transfer & Trust Company on September 19, 2022. Pursuant to
the Trust Amendment, the Company has the right to extend the time to complete a business combination twelve (12) times for an additional
one (1) month each time from September 23, 2022, to September 23, 2023, by depositing $0.0155 for each issued and outstanding Company
ordinary share issued in the IPO for each one-month extension.


 


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


 


As
approved by its shareholders at the Meeting on September 19, 2022, the Company filed an amended and restated memorandum and articles
of association on September 21, 2022 (the “Charter Amendment”), giving the Company the right to extend the date by
which it has to complete a business combination up to twelve (12) times for an additional one (1) month each time, from September 23,
2022 to September 23, 2023.


 


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


 


On
September 19, 2022, the Company held the Meeting. On August 17, 2022, the record date for the Meeting, there were 7,477,000 ordinary
shares of HHG entitled to be voted at the Meeting, 89.70% of which were represented in person or by proxy.


 


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


 


1.

Charter Amendment


 


Shareholders
approved the proposal to amend the Company’s amended and restated memorandum and articles of association, giving HHG the right
to extend the date by which it has to complete a business combination twelve (12) times for an additional one (1) month each time, from
September 23, 2022 to September 23, 2023. Approval of the Charter Amendment required the affirmative vote of a majority of the shares
present in person or by proxy and entitled to vote. The voting results were as follows:


 




FOR


 


AGAINST


 


ABSTAIN


 


BROKER
NON-VOTES



6,160,793


 


543,196


 


3,218


 


0



 


2.

Trust Amendment


 


Shareholders
approved the proposal to amend the Company’s investment management trust agreement, dated as of September 20, 2022, by and between
the Company and American Stock Transfer & Trust Company to allow the Company to extend the time it has to complete a business combination
twelve (12) times for an additional one (1) month each time from September 23, 2022, to September 23, 2023 by depositing into the trust
account $0.0155 for each Public Share that has not been redeemed for each one-month extension. Adoption of the amendment required approval
by the affirmative vote of holders of at least 65% of the outstanding shares present is required to approve the Trust Amendment. The
voting results were as follows:


 




FOR


 


AGAINST


 


ABSTAIN


 


BROKER
NON-VOTES



6,160,793


 


543,196


 


3,218


 


0



 



2


 



 


3.
Election of Directors


 


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


 




 


 


FOR


 


WITHHELD


 


BROKER
NON-VOTE


 



Chee
Shiong (Keith) Kok


 


 


6,155,688


 


 


551,519


 


 


           

-


 



Kym Hau


 


 


6,135,980


 


 


571,227


 


 


-


 



Siang Yong Chew


 


 


6,135,980


 


 


571,227


 


 


-


 



Weiyi Di


 


 


6,155,688


 


 


551,519


 


 


-


 



Tzu
Fei (Philip) Ting


 


 


6,155,688


 


 


551,519


 


 


-


 



 


Item
8.01. Other Events.


 


In
connection with the shareholders vote at the Meeting, 2,393,594 ordinary shares were tendered for redemption. On September 21,
2022, the Company made a deposit to the trust account as provided above and extended the amount of time it has available
to complete a business combination from September 23, 2022 to October 23, 2022. Following such redemptions and the deposit of the extension
payment described above, the amount of funds remaining in the trust account is approximately $34.1 million.


 


Item
9.01. Financial Statements and Exhibits


 


(c)
Exhibits:


 




Exhibit
No.


 


Description



 


 


 



1.1


 


Amendment to the investment management trust agreement, dated as of September 20, 2021, with American Stock Transfer & Trust Company



3.1


 


Amended and restated memorandum and articles of association of HHG Capital Corporation, adopted by shareholders of the Company on September 19, 2022 and filed with the BVI Registry of Corporate Affairs on September 21, 2022



104


 


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



 



3


 



 


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 22, 2022


HHG
Capital Corporation



 


 



 


By:


/s/
Chee Shiong (Keith) Kok



 


Name:


Chee
Shiong (Keith) Kok



 


Title:


Chief
Executive Officer



 



4



 


 






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