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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

September 19, 2022

Date of Report (Date of earliest event reported)

 

HHG Capital Corporation

(Exact Name of Registrant as Specified in its Charter)

 

British Virgin Islands   001-40820   n/a

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1 Commonwealth Lane

#03-20, Singapore

  149544
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +65 6659 1335

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Units   HHGCU   NASDAQ Capital Market
Ordinary Shares   HHGC   NASDAQ Capital Market
Warrants   HHGCW   NASDAQ Capital Market
Rights   HHGCR   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

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 Incorporation 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

 

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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)

 

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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

 

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