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 CORPORATION (Exact name of registrant as specified in its charter) | British Virgin Islands | N/A | | --- | --- | | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | tenth of an Ordinary Share | | | | --- | --- | --- | | Ordinary Shares | HHGC | NASDAQ Capital Market | | Warrants | HHGCW | NASDAQ Capital Market | | Rights | HHGCR | NASDAQ Capital Market | 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 transitio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) HHG CAPITAL CORPORATION (Exact name of registrant as specified in its charter) | British Virgin Islands | N/A | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 1 Commonwealth Lane | | | #03-20, Singapore | 149544 | | (Address of Principal Executive Offices) | (Zip Code) | ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI ...

Financial Performance - For the three months ended June 30, 2023, the net income was $197,988, compared to a net loss of $65,554 for the same period in 2022[53] - For the six months ended June 30, 2023, the net income was $462,279, while the net loss for the same period in 2022 was $289,923[53] - The basic and diluted net income per share for the three months ended June 30, 2023, was $0.08, while for the same period in 2022, it was $(0.05)[53] - Basic and diluted net income per share for the six months ended June 30, 2023, was $0.17, compared to a loss of $0.07 per share for the same period in 2022[54] - For the six months ended June 30, 2023, the company reported a net loss of $222,797 compared to a net loss of $114,637 for the same period in 2022, reflecting an increase in losses[54] Shareholder Equity - The weighted-average shares outstanding for the three months ended June 30, 2023, was 3,356,406, compared to 1,727,000 for the same period in 2022[53] - As of June 30, 2023, the company has 3,356,406 ordinary shares subject to possible redemption, classified as temporary equity[82] - On September 21, 2022, the company redeemed 2,393,594 shares at approximately $10.12 per share, totaling $24,223,171[82] - As of June 30, 2023, a total of 7,477,000 ordinary shares have been issued, with 1,727,000 classified as equity[84] Cash and Investments - The Company’s cash equivalents as of June 30, 2023, were reported as zero, with all cash consisting of deposits with financial institutions[46] - As of June 30, 2023, the company held $35,143,815 in U.S. Treasury Securities in its Trust Account, an increase from $34,344,102 as of December 31, 2022[62] - The company earned dividend income of $745,232 in the Trust Account for the six months ended June 30, 2023, compared to $506,602 for the same period in 2022[63] - The fair value of the company's U.S. Treasury Securities held in the Trust Account is based on Level 1 inputs, indicating a high level of market observability[58] - The company has no unrealized holding gains on its available-for-sale marketable securities as of June 30, 2023, and December 31, 2022[62] Expenses and Liabilities - The accretion of carrying value to redemption value for the six months ended June 30, 2023, was $799,713, compared to $5,942,740 for the same period in 2022[49] - The net loss including accretion of carrying value to redemption value for the six months ended June 30, 2023, was $(337,434), compared to $(6,232,663) for the same period in 2022[53] - The Company recorded a net loss including accretion of carrying value to redemption value of $(230,956) for the three months ended June 30, 2023, compared to $(3,163,646) for the same period in 2022[53] - The company incurred $60,000 in administrative service expenses for both the six months ended June 30, 2023, and 2022, related to its agreement with the sponsor[73] - As of June 30, 2023, the company had a temporary advance of $210,000 from a related party for administrative expenses, up from $150,000 as of December 31, 2022[72] Corporate Governance and Compliance - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties as of June 30, 2023[50] - The Company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for new or revised financial accounting standards[43] - The company assessed its public and private warrants as equity in accordance with ASC 480 and ASC 815[81] - The company may call the public warrants for redemption at a price of $0.01 per warrant if the ordinary shares' price exceeds $16.5 for 20 trading days within a 30-day period[83] Future Operations - The company is evaluating the potential impact of the COVID-19 pandemic on its future financial position and operations[85] - The company will cease operations and redeem 100% of outstanding public shares if it cannot complete a business combination within the Combination Period[85] - The company deposited $9,080 into the Trust Account on July 23, 2023, to extend the time available for completing a business combination until August 23, 2023[89] - The company issued an unsecured promissory note of $80,000 to its CEO, which is interest-free and repayable on August 7, 2024[90] IPO and Offering Costs - The company raised gross proceeds of $57,500,000 from its Initial Public Offering (IPO) completed on September 23, 2021[74] - The company allocated $2,284,236 of offering costs to Public Shares and $432,787 to Public Warrants and Public Rights following its IPO[66] - The underwriters received an underwriting fee of 3.2% of gross proceeds from the offering, capped at $1,615,000, with $805,000 paid at the IPO closing[87]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) For the transition period from to ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-40820 HHG CAPITAL CORPORATION For the quarterly period ended March 31, 2023 (Exact name of registrant as specified in its charter) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark whether the registrant (1) ...

Part I [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) HHG Capital is a blank check company seeking a business combination after its $57.5 million IPO, with an extended deadline and a restriction against targets in China - The company is a blank check company incorporated on July 15, 2020, to effect a merger, share exchange, or similar business combination and **has not yet selected a target business**[17](index=17&type=chunk) - The company is explicitly prohibited from undertaking its initial business combination with any entity that has its **principal business operations in China**, including Hong Kong[17](index=17&type=chunk) Initial Public Offering (IPO) Details | Metric | Details | | :--- | :--- | | **IPO Date** | September 23, 2021 | | **Units Offered** | 5,750,000 (including full over-allotment) | | **Price per Unit** | $10.00 | | **Gross Proceeds** | $57,500,000 | | **Initial Trust Account Value** | $58,075,000 (including private placement proceeds) | - On September 19, 2022, shareholders approved extending the business combination period, while **2,393,594 public shares were redeemed** for approximately **$24.27 million**[23](index=23&type=chunk)[90](index=90&type=chunk) - The company's management team has experience in cross-border business, a competitive strength, but **lacks specific experience with blank check companies**, a competitive weakness[18](index=18&type=chunk)[31](index=31&type=chunk) [Risk Factors](index=17&type=section&id=ITEM%201A.%20RISK%20FACTORS) As a smaller reporting company, HHG Capital is not required to provide detailed risk factor disclosures in this Form 10-K - The company is a **smaller reporting company** and is not required to make disclosures under this item[72](index=72&type=chunk) - For a complete list of risks, the company refers to the "Risk Factors" section in its **Form S-1 registration statement** (Registration No. 333-252885)[72](index=72&type=chunk) [Unresolved Staff Comments](index=17&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved comments from the staff of the Securities and Exchange Commission - This item is not applicable as there are **no unresolved staff comments**[73](index=73&type=chunk) [Properties](index=17&type=section&id=ITEM%202.%20PROPERTIES) The company does not own physical properties and uses office space in Singapore provided under a $10,000 monthly administrative services agreement - The company's principal executive offices are located at 1 Commonwealth Lane, 03-20, Singapore, 149544[74](index=74&type=chunk) - The office space is provided by Ms. Leung Po Yi as part of a **$10,000 per month** payment for office space and related services, which is considered adequate for current operations[69](index=69&type=chunk)[74](index=74&type=chunk) [Legal Proceedings](index=17&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any material legal proceedings or aware of any potential material claims - The company is **not currently a party to any material litigation** or other legal proceedings[75](index=75&type=chunk) [Mine Safety Disclosures](index=17&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company's operations - This item is **not applicable**[76](index=76&type=chunk) Part II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=18&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's securities trade on Nasdaq, and a significant share redemption in September 2022 reduced the trust account to $34.34 million - The company's units, ordinary shares, warrants, and rights trade on the **Nasdaq Capital Market** under the symbols HHGCU, HHGC, HHGCW, and HHGCR, respectively[79](index=79&type=chunk) - As of April 13, 2023, there were **5,083,406 ordinary shares** issued and outstanding held by 164 shareholders of record[80](index=80&type=chunk) - On September 19, 2022, **2,393,594 Public Shares were redeemed** for a total of **$24,274,780** from the Trust Account[90](index=90&type=chunk) Trust Account Balance | Date | Balance | | :--- | :--- | | Dec 31, 2021 | $58,076,283 | | Dec 31, 2022 | $34,344,102 | [[Reserved]](index=20&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is intentionally left blank [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The company reported a net loss of $46,734 for 2022 and management has substantial doubt about its ability to continue as a going concern Results of Operations | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Net Loss** | **$46,734** | **$140,520** | | Dividend/Interest Income | $507,209 | $1,207 | | General & Administrative Expenses | $553,943 | $141,727 | Liquidity Position (as of Dec 31, 2022) | Metric | Amount | | :--- | :--- | | Cash | $328,869 | | Working Capital Deficit | $148,587 | - Management has concluded that significant operating losses and the potential for mandatory liquidation raise **substantial doubt about the Company's ability to continue as a going concern** if a Business Combination is not consummated[107](index=107&type=chunk)[108](index=108&type=chunk)[247](index=247&type=chunk) - The company has extended its business combination deadline multiple times and has until **April 23, 2023**, with the right to further extend monthly up to **September 23, 2023**, by making specified deposits into the trust account[105](index=105&type=chunk)[108](index=108&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, HHG Capital is exempt from the requirement to provide the disclosures under this item - The company is a **smaller reporting company** and is not required to provide the information otherwise required under this item[123](index=123&type=chunk) [Financial Statements and Supplementary Data](index=25&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section indicates that the company's audited financial statements and related notes are included in the report, beginning on page F-1 - The company's financial statements and the notes thereto begin on **page F-1** of the Annual Report[124](index=124&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=25&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company dismissed Friedman LLP and engaged Marcum LLP as its auditor in September 2022, reporting no disagreements on accounting matters - Effective September 1, 2022, the company's auditor, Friedman LLP, combined with Marcum LLP; subsequently, on September 16, 2022, the company's audit committee **dismissed Friedman and engaged Marcum**[125](index=125&type=chunk) - There were **no disagreements with Friedman** on any matter of accounting principles, financial statement disclosure, or auditing scope during its engagement[127](index=127&type=chunk) - Friedman's audit report for the year ended December 31, 2021, contained an uncertainty about the Company's ability to **continue as a going concern**[126](index=126&type=chunk) [Controls and Procedures](index=26&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls were ineffective as of year-end 2022 due to a material weakness in financial reporting expertise - Management concluded that **disclosure controls and procedures were not effective** as of December 31, 2022[130](index=130&type=chunk) - The ineffectiveness was due to a **material weakness** related to a lack of accounting staff with appropriate knowledge of U.S. GAAP and SEC reporting[130](index=130&type=chunk) - Remediation plans include **hiring more qualified accounting personnel** and implementing a new "Financial and Accounting Policy and Procedure Manual"[130](index=130&type=chunk) - This annual report does not include an auditor's attestation report on internal controls because the company is an **emerging growth company**[133](index=133&type=chunk) [Other Information](index=27&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reported no information for this item - None[135](index=135&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=27&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This disclosure requirement is not applicable to the company - Not applicable[136](index=136&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=28&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section details the company's leadership, board structure with three independent committees, and the adoption of a code of ethics Executive Officers | Name | Position | | :--- | :--- | | Chee Shiong (Keith) Kok | Director and Chief Executive Officer | | Shuk Man (Lora) Chan | Chief Financial Officer | - The Board has standing Audit, Nominating, and Compensation committees, each composed of **independent directors**: Siang Yong Chew, Weiyi Di, and Tzu Fei (Philip) Ting[147](index=147&type=chunk)[149](index=149&type=chunk)[152](index=152&type=chunk)[155](index=155&type=chunk) - The Board has determined that Tzu Fei (Philip) Ting qualifies as an **"audit committee financial expert"** under SEC rules[149](index=149&type=chunk) - The company has adopted a **code of conduct and ethics** applicable to its directors, officers, and employees[156](index=156&type=chunk) [Executive Compensation](index=31&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Executive officers and directors have received no cash compensation for their services but are entitled to reimbursement for out-of-pocket expenses - **No executive officer or director has received any cash compensation** for services rendered to the company[160](index=160&type=chunk) - The company has **not entered into any employment agreements** with its executive officers[159](index=159&type=chunk) - Officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with company activities, such as identifying potential target businesses[160](index=160&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=33&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS) As of April 2023, the Sponsor, Mr. Hooy Kok Wai, is the principal shareholder with 71.1% beneficial ownership of the company's shares Beneficial Ownership (as of April 13, 2023) | Beneficial Owner | Percentage of Outstanding Shares | | :--- | :--- | | Hooy Kok Wai (Sponsor) | 71.1% | | All directors and executive officers as a group (7 individuals) | 5.02% | - The ownership percentages are based on **5,083,406 ordinary shares** issued and outstanding as of April 13, 2023[161](index=161&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=33&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) This section details transactions with related parties, including the Sponsor and CEO, which are subject to audit committee review and approval - The Sponsor, Mr. Hooy Kok Wai, acquired **1,437,500 insider shares** and purchased **255,000 private units** in a private placement[165](index=165&type=chunk)[166](index=166&type=chunk) - The company is obligated to pay Ms. Leung Po Yi a monthly fee of **$10,000** for general and administrative services[174](index=174&type=chunk) - As of December 31, 2022, the company owed an aggregate of **$150,000** to the Sponsor and the CEO for expenses they paid on the company's behalf[173](index=173&type=chunk) - The company has a Related Party Policy requiring the audit committee to review and approve transactions **exceeding $120,000** involving executive officers, directors, or major shareholders[176](index=176&type=chunk)[179](index=179&type=chunk) [Principal Accountant Fees and Services](index=36&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) The company paid audit fees to Marcum LLP and Friedman LLP in 2022 and 2021 respectively, with no other fees paid for other services Audit Fees | Firm | Fiscal Year | Audit Fees Billed | | :--- | :--- | :--- | | Marcum LLP | 2022 | ~$51,805 | | Friedman LLP | 2021 | ~$20,000 | - **No fees were paid** for audit-related, tax, or other services in 2022 and 2021[185](index=185&type=chunk)[186](index=186&type=chunk) - The audit committee **pre-approves all auditing services** and permitted non-audit services to be performed by the auditors[187](index=187&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=37&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements and provides an index of all exhibits filed with the Form 10-K, including key corporate documents - This section lists the financial statements, which include the Reports of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Comprehensive Loss, Statements of Changes in Shareholders' Equity, and Statements of Cash Flows[190](index=190&type=chunk)[193](index=193&type=chunk) - An exhibit index is provided, listing key agreements such as the **Underwriting Agreement, Warrant Agreement, Rights Agreement**, and various certifications required by the SEC[192](index=192&type=chunk)[196](index=196&type=chunk) [Financial Statements](index=41&type=section&id=FINANCIAL%20STATEMENTS) The audited financial statements for 2022 and 2021 are presented, with the auditor's report noting a going concern uncertainty Balance Sheet Highlights (as of Dec 31, 2022 vs 2021) | Account | 2022 | 2021 | | :--- | :--- | :--- | | **Total Assets** | **$34,678,996** | **$58,860,235** | | Investments held in Trust Account | $34,344,102 | $58,076,283 | | **Total Liabilities** | **$1,801,307** | **$1,660,708** | | Ordinary shares subject to redemption | $34,344,102 | $49,193,098 | | **Total Shareholders' (Deficit) Equity** | **($1,466,413)** | **$8,006,429** | Statement of Comprehensive Loss | Metric | Year ended Dec 31, 2022 | Year ended Dec 31, 2021 | | :--- | :--- | :--- | | **Net Loss** | **($46,734)** | **($140,520)** | - The auditor's report from Marcum LLP for the 2022 financial statements includes an explanatory paragraph expressing **substantial doubt about the Company's ability to continue as a going concern**[205](index=205&type=chunk) - On September 19, 2022, **2,393,594 Public Shares were redeemed**, reducing the number of shares subject to possible redemption from 5,750,000 to 3,356,406[240](index=240&type=chunk)[293](index=293&type=chunk)

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 | British Virgin Islands | N/A | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 1 Commonwealth Lane | | | # ...

Financial Performance - For the three months ended June 30, 2022, the net loss was $65,554, compared to a net loss of $10,729 for the same period in 2021[41] - For the six months ended June 30, 2022, the net loss was $289,923, compared to a net loss of $36,659 for the same period in 2021[41] - The Company recorded a net loss including accretion of carrying value to redemption value of $(6,232,663) for the six months ended June 30, 2022[41] - The basic and diluted net income (loss) per share for the six months ended June 30, 2022, was $0.20, compared to a loss of $(0.83) for the same period in 2021[42] Shareholder Information - The weighted-average shares outstanding for the six months ended June 30, 2022, was 5,750,000, compared to 1,727,000 for the same period in 2021[42] - The Company raised gross proceeds of $57,500,000 from the Initial Public Offering (IPO) by issuing 5,750,000 Public Units at a price of $10.00 per Unit[60] - The Company completed a private placement of 255,000 Private Units simultaneously with the IPO, generating total proceeds of $2,550,000[52] - The Company incurred total offering costs of $2,717,023, with $2,284,236 allocated to Public Shares and $432,787 allocated to Public Warrants and Public Rights[50] Cash and Investments - As of June 30, 2022, the Company had no cash equivalents and all cash was held in deposits with financial institutions[33] - As of June 30, 2022, the fair value of the Company's investment securities in the Trust Account was $58,158,783, compared to $58,076,283 as of December 31, 2021, reflecting a slight increase of 0.14%[46] Obligations and Liabilities - The Company has a monthly obligation of $10,000 for administrative services to the Sponsor, which will terminate upon completion of the Business Combination[59] - The Company issued an unsecured promissory note of $500,000 to a related party, with a principal amount of $0 due as of June 30, 2022[58] Accounting and Compliance - The Company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for new accounting standards[31] - The Company recorded zero income tax provision for the six months ended June 30, 2022, and 2021, as it is considered an exempted British Virgin Islands Company[40] - The Company has classified its Public and Private Warrants as equity in accordance with ASC 480 and ASC 815[67] Market and Risk Assessment - The Company is evaluating the potential impact of the COVID-19 pandemic on its future financial position and operations, although no significant impact has been observed to date[69] - The Company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[94] Registration Rights - The holders of insider shares and Private Units are entitled to registration rights as per the agreement signed on September 20, 2021[70] - Majority holders can demand registration of securities up to two times, starting three months before the release of ordinary shares from escrow[70] - Registration rights for Private Units and warrants can be exercised after the Company completes a Business Combination[70] - The Company will cover expenses related to the filing of registration statements post-Business Combination[70] Subsequent Events - The Company evaluated subsequent events from June 30, 2022, to August 2, 2022, prior to issuing unaudited financial statements[71] Financial Instruments - The fair value hierarchy for financial instruments is categorized into three levels, with Level 1 based on unadjusted quoted prices in active markets[47] Warrants - The Public Warrants will become exercisable on the later of the completion of a Business Combination or 12 months from the IPO closing date[64]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☐ 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 CORPORATION (Exact name of registrant as specified in its charter) | British Virgin Islands | N/A | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 1 Commonwealth Lane | | | #03-20, S ...

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or For the transition period from _____________ to ________________ Commission file number: 001-40820 HHG CAPITAL CORPORATION (Exact name of registrant as specified in its charter) | British Virgin Islands | N/A | ...