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~~January 218, ~~2023~~2024

Date of Report (Date of earliest event reported)

HHG ~~Capital~~CAPITAL ~~Corporation~~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~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~into~~to aSection ~~Material~~12(b) ~~Definitive~~of ~~Agreement~~the Act:

~~As approved~~Title ~~by its shareholders at the Annual Meeting~~ of ~~Shareholders~~each onclass ~~September~~Trading ~~21,~~Symbol ~~2023~~Name ~~(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~~each ~~22,~~exchange ~~2021, with Equiniti Trust Company LLC (formerly known as American Stock Transfer & Trust Company)~~ on ~~September~~which ~~22,~~registered ~~2023. Pursuant~~Units toHHGCU ~~the~~Nasdaq ~~Trust~~Capital ~~Amendment,~~Market ~~the~~Ordinary ~~Company~~Shares ~~has~~HHGC ~~the~~Nasdaq ~~right~~Capital toMarket ~~extend~~Warrants ~~the~~HHGCW ~~time~~Nasdaq toCapital ~~complete~~Market aRights ~~business~~HHGCR ~~combination~~Nasdaq ~~twelve~~Capital (12) times for an additional one (1) month each time from September 23, 2023, to September 23, 2024, by depositing $0.0333 for each issued and outstanding Company ordinary share issued in the IPO that has not been redeemed held by shareholders who did not enter into the Waiver Agreement (each, a “non-waiving Public Share”) (or an aggregate of $9,080.20 if there are no redemptions) for each one-month extension.Market

Item 5.~~03.~~02 ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of Certain ~~Year~~Officers.

AsOn ~~approved~~January by8, ~~its~~2024, ~~shareholders~~Mr. atHo ~~the~~Hock ~~Meeting~~Lye onBenjamin ~~September~~resigned ~~21,~~from ~~2023,~~ the ~~Company~~board ~~filed~~of andirectors ~~amended~~(the ~~and~~“Board”) ~~restated memorandum and articles~~ of ~~association~~HHG onCapital ~~September~~Corporation ~~21, 2023~~ (the “~~Charter Amendment~~Company”), ~~giving~~including ~~the~~from ~~Company~~his ~~the~~committee ~~right~~positions toon ~~extend~~ the ~~date~~Compensation byCommittee, ~~which it~~the ~~has~~Audit toCommittee, ~~complete~~and aas ~~business~~Chairperson of ~~combination~~the upNominating toCommittee, ~~twelve (12) times~~ for anpersonal ~~additional~~reasons, ~~one~~effective ~~(1)~~immediately. ~~month~~Mr. ~~each~~Ho’s ~~time,~~resignation ~~from~~is ~~September~~not ~~23,~~as ~~2023 to~~a ~~September~~result ~~23,~~of ~~2024,~~any ~~and~~disagreement with ~~expanding~~ the ~~methods~~Company ~~that~~relating ~~the~~to ~~Company~~its ~~may~~operations, ~~employ~~policies toor ~~not~~practices. ~~become~~The ~~subject~~Company tohas begun the ~~“penny~~process ~~stock”~~to ~~rules of~~fill the ~~Securities~~Board ~~and~~vacancy ~~Exchange~~with a ~~Commission~~suitable candidate.

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

On September 21, 2023, the Company held the Meeting. As of August 23, 2023, the record date for the Meeting, there were 5,083,406 ordinary shares entitled to vote at the Meeting. There were 4,812,684 ordinary shares present at Meeting in person or represented by proxy, which was 94.67% of the total outstanding shares.

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, 2023 to September 23, 2024. 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
4,812,684		0		0		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 Equiniti Trust Company LLC (formerly known as 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, 2023, to September 23, 2024 by depositing into the trust account $0.0333 for each non-waiving Public Share that has not been redeemed (or an aggregate of $9,080.20 if there are no redemptions) 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
4,812,684		0		0		0

3. The NTA Requirement Proposal

Shareholders approved the proposal to amend the Charter to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. Approval of the NTA Requirement Proposal 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
4,812,684		0		0		0

4. 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		4,812,684		0		0
Kym Hau		4,812,684		0		0
Hock Lye Benjamin Ho		4,812,684		0		0
Weiyi Di		4,812,684		0		0
Tzu Fei (Philip) Ting		4,812,684		0		0

4. Auditor Ratification

Shareholders approved the proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. Approval of the Auditor Ratification Proposal 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
4,812,684		0		0		0

Item 8.01 Other Events

In connection with the shareholders vote at the Meeting, 32,845 ordinary shares were tendered for redemption. On September 22, 2023, the Company deposited to the trust account $7,985.40 and extended the amount of time it has available to complete a business combination from September 23, 2023 to October 23, 2023. Following such redemptions and the deposit of the extension payment described above, the amount of funds remaining in the trust account is approximately $35,262,117.78 .

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
1.1		Amendment to the investment management trust agreement, dated as of September 22, 2023, with Equiniti Trust Company LLC (formerly known as American Stock Transfer & Trust Company)
3.1		Amended and restated memorandum and articles of association of HHG Capital Corporation, dated September 21, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~report~~Report on Form 8-K to be signed on its behalf as of January 11, 2024 by the undersigned hereunto duly authorized.

Dated: September 25, 2023
	HHG Capital Corporation
	By:	/s/ Chee Shiong (Keith) Kok
	Name:	Chee Shiong (Keith) Kok
	Title:	Chief Executive Officer

	HHG Capital Corporation

	By:	/s/ Chee Shiong (Keith) Kok
		Chee Shiong (Keith) Kok
		Chief Executive Officer

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