CORRESP 1 filename1.htm

 

 

EF HUTTON
division of Benchmark Investments, LLC
590 Madison Avenue, 39th Floor
New York, NY 10022

 

August 13, 2021

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

 

  Re: HHG Capital Corporation (the “Company”)

Registration Statement on Form S-1

Filed February 9, 2021

File No. 333-252885 (the “Registration Statement”)

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Tuesday, August 17, 2021, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through August 13, 2021, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated July 16, 2021, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 

We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

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  Very truly yours,
     
  EF HUTTON, division of Benchmark Investments, LLC
     
  By: /s/ Sam Fleischman
  Name: Sam Fleischman
  Title: Supervisory Principal