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)

(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

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. ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 8, 2024, Mr. Ho Hock Lye Benjamin resigned from the board of directors (the “Board”) of HHG Capital Corporation (the “Company”), including from his committee positions on the Compensation Committee, the Audit Committee, and as Chairperson of the Nominating Committee, for personal reasons, effective immediately. Mr. Ho’s resignation is not as a result of any disagreement with the Company relating to its operations, policies or practices. The Company has begun the process to fill the Board vacancy with a suitable candidate.

SIGNATURES

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

	HHG Capital Corporation

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