Statistiques de base
| CIK | 1822886 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to HHG Capital Corporation
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| July 30, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 June 25, 2024 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) (Commis |
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| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40820 HHG CAPITAL CORP |
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| May 24, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 May 22, 2024 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) (Commiss |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40820 CUSIP NUMBER G4R23P103 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| April 1, 2024 |
Exhibit 97.1 HHG CAPITAL CORPORATION (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40820 HHG CAPITAL CORPORATION (Exact |
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| March 20, 2024 |
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 March 20, 2024 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) (Commi |
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| January 11, 2024 |
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 January 8, 2024 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) (Comm |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40820 HHG CAPITAL |
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| September 25, 2023 |
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 21, 2023 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) (C |
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| September 25, 2023 |
Exhibit 1.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of September 22, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between HHG Capital Corporation (the “Company”) and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (“Trustee”). All terms u |
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| September 25, 2023 |
Exhibit 3.1 |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| August 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40820 HHG CAPITAL CORPO |
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| August 4, 2023 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of August 2, 2023 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Perfect Hexagon Group Limited, a British Virgin Islands business company (the “Company”), and HHG Capital Corporation, a British Virgin Islands business company (“Parent”). Capitaliz |
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| August 4, 2023 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of , 2023, by and between the undersigned (the “Holder”) and Perfect Hexagon Holdings Limited, a British Virgin Islands business company (“Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). BACKGROUND A. WHEREAS, |
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| August 4, 2023 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of , 2023, by and between the undersigned (the “Holder”) and Perfect Hexagon Holdings Limited, a British Virgin Islands business company (“Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). BACKGROUND A. WHEREAS, |
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| August 4, 2023 |
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 August 2, 2023 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) (Commi |
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| August 4, 2023 |
HHG Capital Corporation Announces Signing of Merger Agreement with Perfect Hexagon Holdings Limited Exhibit 99.1 HHG Capital Corporation Announces Signing of Merger Agreement with Perfect Hexagon Holdings Limited SINGAPORE AND NEW YORK, August 3, 2023 /PRNewswire/ — HHG Capital Corporation (“HHGC”) (NASDAQ: HHGC, HHGCU, HHGCW), a special purpose acquisition company, announced today that it has entered into a definitive merger agreement (the “Merger Agreement”) with Perfect Hexagon Group Limited |
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| August 4, 2023 |
Form of Registration Rights Agreement. Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of the [•] day of [•], 2023, is made and entered into by and among HHG Capital Corporation, a British Virgin Islands business company (the “Parent”), Perfect Hexagon Holdings Limited, a British Virgin Islands business company (the “Purchaser” or “C |
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| August 4, 2023 |
HHG Capital Corporation Announces Signing of Merger Agreement with Perfect Hexagon Holdings Limited Exhibit 99.1 HHG Capital Corporation Announces Signing of Merger Agreement with Perfect Hexagon Holdings Limited SINGAPORE AND NEW YORK, August 3, 2023 /PRNewswire/ — HHG Capital Corporation (“HHGC”) (NASDAQ: HHGC, HHGCU, HHGCW), a special purpose acquisition company, announced today that it has entered into a definitive merger agreement (the “Merger Agreement”) with Perfect Hexagon Group Limited |
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| August 4, 2023 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of August 2, 2023 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Perfect Hexagon Group Limited, a British Virgin Islands business company (the “Company”), and HHG Capital Corporation, a British Virgin Islands business company (“Parent”). Capitaliz |
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| August 4, 2023 |
Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of the [•] day of [•], 2023, is made and entered into by and among HHG Capital Corporation, a British Virgin Islands business company (the “Parent”), Perfect Hexagon Holdings Limited, a British Virgin Islands business company (the “Purchaser” or “C |
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| August 4, 2023 |
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 August 2, 2023 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) (Commi |
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| August 4, 2023 |
Merger Agreement dated August 2, 2023 by and between HHGC, Purchaser, Merger Sub, and PHGL. Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated August 2, 2023 by and among HHG Capital Corporation, a British Virgin Islands business company, Perfect Hexagon Holdings Limited, a British Virgin Islands business company, Perfect Acquisitions Limited, a British Virgin Islands business company, and Perfect Hexagon Group Limited, a British Virgin Islands business company Table of Contents Page Article |
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| August 4, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated August 2, 2023 by and among HHG Capital Corporation, a British Virgin Islands business company, Perfect Hexagon Holdings Limited, a British Virgin Islands business company, Perfect Acquisitions Limited, a British Virgin Islands business company, and Perfect Hexagon Group Limited, a British Virgin Islands business company Table of Contents Page Article |
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| July 28, 2023 |
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 July 26, 2023 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 (Commission (I.R.S. Emplo |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40820 HHG CAPITAL CORP |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40820 HHG CAPITAL CORPORATION (Exact |
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| March 31, 2023 |
OMB APPROVAL UNITED STATES OMB Number: 3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: April 30, 2025 Washington, D. |
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| December 20, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 December 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) (Co |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40820 HHG CAPITAL |
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| September 22, 2022 |
Exhibit 1.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of September 20, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between HHG Capital Corporation (the ?Company?) and American Stock Transfer & Trust Company, LLC, as trustee (?Trustee?). All terms used but not defined herein shall have the meanin |
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| September 22, 2022 |
Exhibit 3.1 Territory of the British Virgin Islands The BVI Business Companies Act, 2004 third AMENDED AND RESTATED memorandum and articles of association OF HHG Capital Corporation Incorporated as a BVI Business Company on 15th of July 2020 Amended and Restated on 19 September 2022 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 THIRD AMENDED AND RESTATED MEMORANDUM OF |
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| September 22, 2022 |
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) (C |
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| September 21, 2022 |
Exhibit 16.1 September 21, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: HHG Capital Corporation CIK No: 0001822886 Dear Sir or Madam: We have read Form 8-K dated September 21, 2022 of HHG Capital Corporation (?Registrant?) and are in agreement with the statements contained therein as it pertains to our firm. We have no bias to agree or disagree with any oth |
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| September 21, 2022 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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 16, 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) (C |
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| August 29, 2022 |
DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| August 24, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 August 18, 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) (Comm |
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| August 24, 2022 |
Exhibit 10.1 |
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| August 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40820 HHG CAPITAL CORPO |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40820 HHG CAPITAL |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40820 HHG CAPITAL CORP |
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| April 14, 2022 |
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 April 14, 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) (Commi |
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| March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40820 HHG CAPITAL CORPORATION (Exact |
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| March 3, 2022 |
Exhibit 21.1 List of Subsidiaries of HHG Capital Corporation None. |
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| March 3, 2022 |
EX-4.7 2 ex4-7.htm Exhibit 4.7 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, HHG Capital Corporation (the “Company,” “we,” “us,” or “our”) had four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as am |
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| February 14, 2022 |
HHGC / HHG Capital Corp / HOOY Kok Wai Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* HHG Capital Corporation (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4R23P103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| December 10, 2021 |
HHGC / HHG Capital Corp / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G/A Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* HHG Capital Corporation (Name of Issuer) Ordinary Shares, par value $ 0.0001 (Title of Class of Securities) G4R23P103 (CUSIP Number) De |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40820 HHG CAPITAL |
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| November 10, 2021 |
Other Events, Financial Statements and Exhibits 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 November 10, 2021 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) (Co |
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| November 10, 2021 |
Exhibit 99.1 HHG Capital Corporation Announces the Separate Trading of its Ordinary Shares, Warrants and Rights, Commencing November 11, 2021 SINAGPORE, November 10, 2021 ? HHG Capital Corporation (the ?Company?) announced today that, commencing November 11, 2021, holders of the units sold in the Company?s initial public offering completed on September 23, 2021, may elect to separately trade the o |
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| October 15, 2021 |
Feis Lawrence Michael - SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* HHG Capital Corporation (Name of Issuer) Ordinary Shares, par value $ 0.0001 (Title of Class of Securities) G4R23P137 (CUSIP Number) Octobe |
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| September 28, 2021 |
HHG CAPITAL CORPORATION INDEX TO FINANCIAL STATEMENTS Exhibit 99.1 HHG CAPITAL CORPORATION INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 ? F-11 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of HHG Capital Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of H |
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| September 28, 2021 |
Other Events, Financial Statements and Exhibits 8-K 1 form8-k.htm 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 23, 2021 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 |
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| September 23, 2021 |
EX-10.7 12 ex10-7.htm Exhibit 10.7 Administrative Service Agreement This Administrative Service Agreement (the “Agreement”) dated this 20th the day of September, 2021 is between Ms. Leung Po Yi, herein referred to as “Service Provider” and HHG Capital Corporation, herein referred to as “Customer”. Service Provider has agreed to provide services to the Customer on the terms and conditions set out i |
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| September 23, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of September 20, 2021 by and between HHG Capital Corporation (the ?Company?) and American Stock Transfer & Trust Company, LLC, as trustee (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-252885 (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared |
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| September 23, 2021 |
EX-10.2 7 ex10-2.htm Exhibit 10.2 September 20, 2021 HHG Capital Corporation 1 Commonwealth Lane #03-20, Singapore, 149544 EF Hutton, division of Benchmark Investments, LLC 17 Battery Pl Suite 625 New York, NY 10004 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter is be |
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| September 23, 2021 |
EX-4.2 5 ex4-2.htm Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of September 20, 2021 between HHG Capital Corporation, a British Virgin Islands company, with its principal executive office at 1 Commonwealth Lane, #03-20, Singapore, 149544 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices a |
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| September 23, 2021 |
Exhibit 10.6 September 20, 2021 HHG Capital Corporation 1 Commonwealth Lane #03-20, Singapore, 149544 Ladies and Gentlemen: HHG Capital Corporation (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), in connection |
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| September 23, 2021 |
EX-10.4 9 ex10-4.htm Exhibit 10.4 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of September 20, 2021 (“Agreement”), by and among HHG CAPITAL CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LL |
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| September 23, 2021 |
EX-10.1 6 ex10-1.htm Exhibit 10.1 September 20, 2021 HHG Capital Corporation 1 Commonwealth Lane #03-20, Singapore, 149544 EF Hutton, division of Benchmark Investments, LLC 17 Battery Pl Suite 625 New York, NY 10004 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter is be |
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| September 23, 2021 |
EX-1.1 2 ex1-1.htm Exhibit 1.1 HHG CAPITAL CORPORATION UNDERWRITING AGREEMENT New York, New York September 20, 2021 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: HHG Capital Corporation, a British Virgin Islands business company with limited liability (the “C |
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| September 23, 2021 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the September 20, 2021, by and among HHG Capital Corporation, a British Virgin Islands company (the ?Company?) and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Com |
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| September 23, 2021 |
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 20, 2021 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) (C |
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| September 23, 2021 |
Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of September 20, 2021 between HHG Capital Corporation, a British Virgin Islands company, with office at 1 Commonwealth Lane, #03-20, Singapore, 149544 (?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, as warr |
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| September 23, 2021 |
HHG Capital Corporation Prices $50 Million Initial Public Offering Exhibit 99.1 HHG Capital Corporation Prices $50 Million Initial Public Offering Singapore ? September 20, 2021 ? HHG Capital Corporation, a newly organized blank check company incorporated in the British Virgin Islands as a business company (the ?Company?), today announced the pricing of its initial public offering of 5 million units at an offering price of $10.00 per unit, with each unit consisti |
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| September 23, 2021 |
EX-3.1 3 ex3-1.htm Exhibit 3.1 Territory of the British Virgin Islands The BVI Business Companies Act, 2004 Second AMENDED AND RESTATED memorandum and articles of association OF HHG Capital Corporation Incorporated as a BVI Business Company on 15th of July 2020 Amended and Restated on 20 September 2021 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 SECOND AMENDED AND R |
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| September 23, 2021 |
EX-10.8 13 ex10-8.htm Exhibit 10.8 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of September 20, 2021 (“Agreement”), by and between HHG Capital Corporation, a British Virgin Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgat |
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| September 23, 2021 |
EX-99.2 15 ex99-2.htm Exhibit 99.2 HHG Capital Corporation Announces Closing of $57.5 Million Initial Public Offering, Including Full Exercise of Underwriters’ Over-Allotment Option Singapore - September 23, 2021 – HHG Capital Corporation (NASDAQ: HHGCU, the “Company”) announced today that it closed its initial public offering of 5,750,000 units at an offering price of $10.00 per unit. This includ |
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| September 21, 2021 |
$50,000,000 HHG CAPITAL CORPORATION 5,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-252885 PROSPECTUS $50,000,000 HHG CAPITAL CORPORATION 5,000,000 Units HHG Capital Corporation is a blank check company incorporated in the British Virgin Islands as a business company with limited liability for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar |
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| September 20, 2021 |
8-A12B 1 form8a-12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HHG Capital Corporation (Exact Name of Registrant as Specified in its Charter) British Virgin Islands n/a (State of Incorporation (I.R.S. Employer or Organization) Identific |
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| September 16, 2021 |
EF HUTTON division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 EF HUTTON division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 September 16, 2021 VIA EDGAR U. |
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| September 16, 2021 |
HHG CAPITAL CORPORATION 1 Commonwealth Lane #03-20, Singapore, 149544 HHG CAPITAL CORPORATION 1 Commonwealth Lane #03-20, Singapore, 149544 September 16, 2021 VIA EDGAR & TELECOPY Irene Barberena-Meissner Division of Corporation Finance Office of Energy & Transportation U. |
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| September 9, 2021 |
CORRESP 1 filename1.htm September 9, 2021 Division of Corporation Finance Office of Energy & Transportation U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: HHG Capital Corp (the “Company”) Amendment No. 4 to Registration Statement on Form S-1 Filed August 23, 2021 File No. 333-252885 Dear SEC Officers: On behalf of HHG Capital Corporation (the “Company”), we have |
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| September 9, 2021 |
As filed with the Securities and Exchange Commission on September 9, 2021 As filed with the Securities and Exchange Commission on September 9, 2021 Registration No. |
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| August 23, 2021 |
EX-4.4 7 ex4-4.htm Exhibit 4.4 NUMBER - RIGHTS HHG CAPITAL CORPORATION INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: [*] THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one ordinary share, with $0.0001 par value (“Ordinary Share”), of HHG Capital Co |
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| August 23, 2021 |
EX-10.2 13 ex10-2.htm Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [ ], 2021 by and between HHG Capital Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-252885 (“Registration Statement”) for its initial public offering of securities (“IPO”) has |
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| August 23, 2021 |
Form of Indemnification Agreement.* Exhibit 10.6 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of [●], 2021 (“Agreement”), by and between HHG Capital Corporation, a British Virgin Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential |
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| August 23, 2021 |
Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.* EX-4.5 8 ex4-5.htm Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of , 2021 between HHG Capital Corporation, a British Virgin Islands company, with office at 1 Commonwealth Lane, #03-20, Singapore, 149544 (“Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, |
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| August 23, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 HHG CAPITAL CORPORATION UNDERWRITING AGREEMENT New York, New York [], 2021 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: HHG Capital Corporation, a British Virgin Islands business company with limited liability (the “Company”), hereby confirms its |
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| August 23, 2021 |
Form of Administrative Services Agreement between the Registrant and Ms. Leung Po Yi.* EX-10.7 18 ex10-7.htm Exhibit 10.7 Administrative Service Agreement This Administrative Service Agreement (the “Agreement”) dated this the day of , 2021 is between Ms. Leung Po Yi, herein referred to as “Service Provider” and HHG Capital Corporation, herein referred to as “Customer”. Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreeme |
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| August 23, 2021 |
EX-10.4 15 ex10-4.htm Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2021, by and among HHG Capital Corporation, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investor |
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| August 23, 2021 |
EX-10.1 12 ex10-1.htm Exhibit 10.1 , 2021 HHG Capital Corporation 1 Commonwealth Lane #03-20, Singapore, 149544 EF Hutton, division of Benchmark Investments, LLC 17 Battery Pl Suite 625 New York, NY 10004 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter is being deliver |
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| August 23, 2021 |
Form of Subscription Agreement among the Registrant, the Initial Shareholders, Underwriters. * Exhibit 10.5 HHG Capital Corporation 1 Commonwealth Lane #03-20, Singapore, 149544 Ladies and Gentlemen: HHG Capital Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial pu |
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| August 23, 2021 |
Amended and Restated Memorandum and Articles of Association. ** Exhibit 3.2 Territory of the Virgin Islands The BVI Business Companies Act, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF HHG CAPITAL CORPORATION Incorporated as a BVI Business Company on 15th of July, 2020 Amended and Restated on 5th August, 2021 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HHG Capital Corporation A |
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| August 23, 2021 |
Specimen Warrant Certificate. * EX-4.3 6 ex4-3.htm Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) HHG CAPITAL CORPORATION CUSIPG4R23P 129 WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a War |
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| August 23, 2021 |
EX-10.3 14 ex10-3.htm Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among HHG CAPITAL CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New |
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| August 23, 2021 |
Form of Rights Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.* Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [ ], 2021 between HHG Capital Corporation, a British Virgin Islands company, with its principal executive office at 1 Commonwealth Lane, #03-20, Singapore, 149544 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn |
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| August 23, 2021 |
As filed with the Securities and Exchange Commission on August 23, 2021 As filed with the Securities and Exchange Commission on August 23, 2021 Registration No. |
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| August 23, 2021 |
EX-4.1 5 ex4-1.htm Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS HHG CAPITAL CORPORATION CUSIP G4R23P 137 UNITS CONSISTING OF ONE ORDINARY SHARE, ONE WARRANT AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one ordinary share, with a par value $0.0001 per share, of HHG Capital Corporation, a British Virgin Islands company (the “Company”), on |
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| August 23, 2021 |
Form of Second Amended and Restated Memorandum and Articles of Association. ** Exhibit 3.3 Territory of the British Virgin Islands The BVI Business Companies Act, 2004 Second AMENDED AND RESTATED memorandum and articles of association OF HHG Capital Corporation Incorporated as a BVI Business Company on 15th of July 2020 Amended and Restated on [●] 2021 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCI |
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| August 17, 2021 |
EF HUTTON division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 EF HUTTON division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 August 17, 2021 VIA EDGAR U. |
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| August 17, 2021 |
HHG CAPITAL CORPORATION 1 Commonwealth Lane #03-20, Singapore, 149544 HHG CAPITAL CORPORATION 1 Commonwealth Lane #03-20, Singapore, 149544 August 17, 2021 VIA EDGAR & TELECOPY Irene Barberena-Meissner Division of Corporation Finance Office of Energy & Transportation U. |
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| August 13, 2021 |
HHG CAPITAL CORPORATION 1 Commonwealth Lane #03-20, Singapore, 149544 HHG CAPITAL CORPORATION 1 Commonwealth Lane #03-20, Singapore, 149544 August 13, 2021 VIA EDGAR & TELECOPY Irene Barberena-Meissner Division of Corporation Finance Office of Energy & Transportation U. |
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| August 13, 2021 |
EF HUTTON division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 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 “Registrati |
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| July 16, 2021 |
Form of Underwriting Agreement.** Exhibit 1.1 HHG CAPITAL CORPORATION UNDERWRITING AGREEMENT New York, New York [], 2021 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: HHG Capital Corporation, a British Virgin Islands business company with limited liability (the “Company”), hereby confirms its |
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| July 16, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [*], 2021 by and between HHG Capital Corporation (the ?Company?) and American Stock Transfer & Trust Company, LLC, as trustee (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-252885 (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared effectiv |
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| July 16, 2021 |
Specimen Warrant Certificate. ** Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY?S INITIAL BUSINESS COMBINATION) HHG CAPITAL CORPORATION CUSIPG4R23P 129 WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (t |
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| July 16, 2021 |
Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.** Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between HHG Capital Corporation, a British Virgin Islands company, with office at 1 Commonwealth Lane, #03-20, Singapore, 149544 (“Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, as warrant agent |
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| July 16, 2021 |
EX-4.1 3 ex4-1.htm Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS HHG CAPITAL CORPORATION CUSIP G4R23P 137 UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one ordinary share, with a par value $0.0001 per share, of HHG Capital Corporation, a British Virgin Islands company (the “Company”) and one redeem |
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| July 16, 2021 |
Form of Indemnification Agreement** Exhibit 10.6 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of [?], 2021 (?Agreement?), by and between HHG Capital Corporation, a British Virgin Islands exempted company (?Company?), and the undersigned indemnitee (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential |
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| July 16, 2021 |
Exhibit 10.1 , 2021 HHG Capital Corporation 1 Commonwealth Lane #03-20, Singapore, 149544 EF Hutton, division of Benchmark Investments, LLC 17 Battery Pl Suite 625 New York, NY 10004 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordanc |
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| July 16, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2021, by and among HHG Capital Corporation, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company desi |
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| July 16, 2021 |
As filed with the Securities and Exchange Commission on July 16, 2021 As filed with the Securities and Exchange Commission on July 16, 2021 Registration No. |
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| July 16, 2021 |
Form of Subscription Agreement among the Registrant, the Initial Shareholders, Underwriters. ** EX-10.5 12 ex10-5.htm Exhibit 10.5 HHG Capital Corporation 1 Commonwealth Lane #03-20, Singapore, 149544 Ladies and Gentlemen: HHG Capital Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connecti |
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| July 16, 2021 |
Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [*], 2021 (?Agreement?), by and among HHG CAPITAL CORPORATION, a British Virgin Islands Company (the ?Company?), the initial shareholders listed on Exhibit A attached hereto (each, an ?Initial Shareholder? and collectively the ?Initial Shareholders?) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liabilit |
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| June 29, 2021 |
Specimen Warrant Certificate. ** Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) HHG CAPITAL CORPORATION CUSIPG4R23P 129 WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (t |
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| June 29, 2021 |
Exhibit 10.1 , 2021 HHG Capital Corporation 1 Commonwealth Lane #03-20, Singapore, 149544 EF Hutton, division of Benchmark Investments, LLC 17 Battery Pl Suite 625 New York, NY 10004 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordanc |
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| June 29, 2021 |
Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.** EX-4.4 5 ex4-4.htm Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between HHG Capital Corporation, a British Virgin Islands company, with office at 1 Commonwealth Lane, #03-20, Singapore, 149544 (“Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 1121 |
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| June 29, 2021 |
Form of Indemnification Agreement** EX-10.6 13 ex10-6.htm Exhibit 10.6 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of [●], 2021 (“Agreement”), by and between HHG Capital Corporation, a British Virgin Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have i |
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| June 29, 2021 |
Form of Underwriting Agreement.* * Exhibit 1.1 HHG CAPITAL CORPORATION UNDERWRITING AGREEMENT New York, New York [], 2021 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: HHG Capital Corporation, a British Virgin Islands business company with limited liability (the “Company”), hereby confirms its |
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| June 29, 2021 |
Form of Subscription Agreement among the Registrant, the Initial Shareholders, Underwriters. ** Exhibit 10.5 HHG Capital Corporation 1 Commonwealth Lane #03-20, Singapore, 149544 Ladies and Gentlemen: HHG Capital Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial pu |
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| June 29, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2021, by and among HHG Capital Corporation, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company desi |
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| June 29, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [*], 2021 by and between HHG Capital Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-252885 (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effectiv |
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| June 29, 2021 |
HHG Capital Corp 1 Commonwealth Lane #03-20, Singapore, 149544 HHG Capital Corp 1 Commonwealth Lane #03-20, Singapore, 149544 Via Edgar June 29, 2021 Division of Corporation Finance Office of Energy & Transportation U. |
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| June 29, 2021 |
Specimen Unit Certificate. * * Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS HHG CAPITAL CORPORATION CUSIP G4R23P 137 UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one ordinary share, with a par value $0.0001 per share, of HHG Capital Corporation, a British Virgin Islands company (the “Company”) and one redeemable warrant (“Warr |
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| June 29, 2021 |
Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among HHG CAPITAL CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liabilit |
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| June 29, 2021 |
As filed with the Securities and Exchange Commission on June 29, 2021 As filed with the Securities and Exchange Commission on June 29, 2021 Registration No. |
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| March 16, 2021 |
EX-10.4 14 ex10-4.htm Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2021, by and among HHG Capital Corporation, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investor |
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| March 16, 2021 |
Power of Attorney (included on signature page) * As filed with the Securities and Exchange Commission on March 16, 2021 Registration No. |
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| March 16, 2021 |
Specimen Warrant Certificate. * Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) HHG CAPITAL CORPORATION CUSIPG4R23P 129 WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (t |
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| March 16, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [*], 2021 by and between HHG Capital Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-252885 (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effectiv |
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| March 16, 2021 |
EX-10.1 11 ex10-1.htm Exhibit 10.1 , 2021 HHG Capital Corporation 40/F, Montery Plaza 15 Chong Yip Street, Hong Kong Kingswood Capital Markets, division of Benchmark Investments, Inc. 17 Battery Pl Suite 625 New York, NY 10004 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This l |
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| March 16, 2021 |
Form of Nominating Committee Charter. * Exhibit 99.2 CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER OF HHG Capital Corporation Adopted: [], 2021 The responsibilities and powers of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of HHG Capital Corporation (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Committee tak |
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| March 16, 2021 |
Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.* EX-4.4 8 ex4-4.htm Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of [*], 2021, by and between HHG Capital Corporation, a British Virgin Islands company (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 5,000,000 units (the “Public Units”) of |
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| March 16, 2021 |
EX-4.1 5 ex4-1.htm Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS HHG CAPITAL CORPORATION CUSIP G4R23P 137 UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one ordinary share, with a par value $0.0001 per share, of HHG Capital Corporation, a British Virgin Islands company (the “Company”) and one redeem |
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| March 16, 2021 |
EX-14 16 ex14.htm Exhibit 14 CODE OF CONDUCT AND ETHICS OF HHG Capital Corporation Adopted: [], 2021 The Board of Directors of HHG Capital Corporation (the “Company”) has adopted this Code of Ethics (this “Code”) to provide value for our shareholders; and ● To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ● To prompt full, fair, acc |
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| March 16, 2021 |
Memorandum and Articles of Association. * Exhibit 3.1 |
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| March 16, 2021 |
Form of Audit Committee Charter. * Exhibit 99.1 AUDIT COMMITTEE CHARTER OF HHG Capital Corporation Adopted: [], 2021 The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of HHG Capital Corporation (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Audit Committee takes an action, it shall exercise its independent judgment on an informed |
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| March 16, 2021 |
Form of Amended and Restated Memorandum and Articles of Association. * Exhibit 3.2 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HHG capital Corporation A COMPANY LIMITED BY SHARES (adopted by a resolution of members dated [.] 2021) 1 NAME The name of the Company is HHG Capital Corporation. 2 STATUS The Company shall be a company limited by shares. 3 REGISTERED OFFICE AND REGISTERED AGENT |
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| March 16, 2021 |
Form of Compensation Committee Charter. * Exhibit 99.3 COMPENSATION COMMITTEE CHARTER OF HHG Capital Corporation Adopted: [], 2021 The responsibilities and powers of the Compensation Committee of the Board of Directors (the ?Board?) of HHG Capital Corporation (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Compensation Committee takes an action, it shall exercise its independent jud |
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| March 16, 2021 |
Form of Underwriting Agreement.* EX-1.1 2 ex1-1.htm Exhibit 1.1 HHG CAPITAL CORPORATION UNDERWRITING AGREEMENT New York, New York [], 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. 17 Battery Place, Suite 625 New York, NY 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: HHG Capital Corporation, a British Virgin Islands business company with limited liability (th |
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| March 16, 2021 |
Form of Subscription Agreement among the Registrant, the Initial Shareholders, Underwriters. * Exhibit 10.5 HHG Capital Corporation 40/F, Montery Plaza 15 Chong Yip Street, Hong Kong Ladies and Gentlemen: HHG Capital Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initi |
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| March 16, 2021 |
Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [*], 2021 (?Agreement?), by and among HHG CAPITAL CORPORATION, a British Virgin Islands Company (the ?Company?), the initial shareholders listed on Exhibit A attached hereto (each, an ?Initial Shareholder? and collectively the ?Initial Shareholders?) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liabilit |
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| March 16, 2021 |
Specimen Ordinary Share Certificate. * Exhibit 4.2 SPECIMEN ORDINARY SHARE CERTIFICATE CERTIFICATE NUMBER SHARES HHG CAPITAL CORPORATION INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS ORDINARY SHARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP: G4R23P 103 IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF PAR VALUE $0.0001 PER SHARE HHG CAPITAL CORPORATION transferable on the books of the Compa |
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| March 16, 2021 |
HHG Capital Corp 40/F, Montery Plaza 15 Chong Yip Street, Hong Kong HHG Capital Corp 40/F, Montery Plaza 15 Chong Yip Street, Hong Kong March 16, 2021 Division of Corporation Finance Office of Energy & Transportation U. |
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| February 9, 2021 |
As filed with the Securities and Exchange Commission on February 9, 2021 Registration No. |
