HHG Capital : Non-Reliance on Previously Issued Financial Report - Form 8-K

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Reports.

During the preparation of the Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report'), HHG Capital Corporation (the "Company") management determined that it had not appropriately accounted for interest earned on investments held in its Trust Account established in connection with the Company's initial public offering for the benefit of the Company's public shareholders (the "Trust Account") under U.S. GAAP. Interest income was recorded based on actual cash receipt instead of on an accrual basis, resulting in an understatement of Investments held in Trust Account in prior periods. As a result, interest earned on investment held in Trust Account, net income, and ordinary shares subject to redemption were misstated.

In accordance with Staff Accounting Bulletin ("SAB") 99, "Materiality", and SAB 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements", the Company's management and the audit committee evaluated the materiality of the errors from qualitative and quantitative perspectives, individually and in aggregate, and on March 20, 2024 concluded that the errors were material to the financial statements for the fiscal year ended December 31, 2022, and the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023 (collectively, the "Previously Issued Financial Statements") and that the Previously Issued Financial Statements should no longer be relied upon and would require certain restatement adjustments.

The Company's management and the Audit Committee discussed the matters disclosed in this Item 4.02 with Marcum LLP, the Company's Independent Registered Public Accounting Firm.

The Company expects to file the Annual Report, which will present the impact of the restatement adjustments of the Previously Issued Financial Statements, as audited by Marcum LLP, as soon as practicable after this Current Report on Form 8-K is filed.