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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