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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