Item 1.01. Entry into a Material Definitive Agreement.

On August 18, 2022, HHG Capital Corporation (the "Company") entered into a letter agreement (the "Letter Agreement") with Golden Eagle Brokerage Limited (the "Broker"), a brokerage firm that holds of record an aggregate of 3,084,000 ordinary shares issued in the Company's initial public offering (the "Public Shares") that are beneficially owned by certain shareholders of the Company (the "Shareholders). Pursuant to the Letter Agreement, the Broker made representations on behalf of the Shareholders and agreed to enforce the covenants provided therein, including among other things, that (1) each Shareholder waives its rights as to its Public Shares to receive any portion of any extension payment deposited by the Company in connection with its extension through the end of the period it has to complete an initial business combination; and (2) each Shareholder agrees that it will not sell or transfer any of its Public Shares to any third party other than in connection with a redemption of their Public Shares, with certain limited exceptions.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.   Description
10.1            Letter agreement (the "Letter Agreement") with Golden Eagle
              Brokerage Limited dated August 18, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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