SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2021-08-23 SEC Accession No. 0001493152-21-020934 (HTML Version on secdatabase.com) FILER HHG Capital Corp Mailing Address Business Address 1 COMMONWEALTH LANE 1 COMMONWEALTH LANE CIK:1822886| IRS No.: 000000000 | State of Incorp.:D8 | Fiscal Year End: 0930 #03-20, SINGAPORE #03-20, SINGAPORE Type: S-1/A | Act: 33 | File No.: 333-252885 | Film No.: 211195754 SINGAPORE U0 149544 SINGAPORE U0 149544 SIC: 6770 Blank checks 65 66591335 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on August 23, 2021 Registration No. 333-252885 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO. 4) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HHG CAPITAL CORPORATION (Exact name of registrant as specified in its constitutional documents) British Virgin Islands 6770 n/a (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 1 Commonwealth Lane #03-20, Singapore, 149544 Tel: +65 6659 1335 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Cogency Global lnc. 122 East 42nd Street, 18th Floor New York, NY 10168 +1 800-221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Lawrence Venick Andrew M. Tucker David J. Levine Nelson Mullins Riley & Scarborough LLP Loeb & Loeb LLP 101 Constitution Avenue NW 345 Park Avenue Suite 900 New York, New York 10154 Washington, DC 20001 (212) 407-4000 (202) 689-2800 (212) 407-4990 — Facsimile (202) 689-2860 — Facsimile Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [ ] Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [X] Emerging growth company [X] 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 7(a)(2)(B) of the Securities Act. [ ] CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum Maximum Amount of Title of each Class of Security being registered to be offering Aggregate Registration Registered price per Offering Fee share(1) Price (1) Units, each consisting of one Ordinary Share, par value $0.0001 per share, one Redeemable Warrant entitling the holder to purchase three-fourths (3/4) of an Ordinary 5,750,000 $ 10.00 $57,500,000.00 $ 6,273.25 Share, and one Right to acquire one-tenth of an Ordinary Share (2) Ordinary Shares included as part of the Units(3) 5,750,000 — — —(4) Redeemable Warrants included as part of the Units(3) 5,750,000 — — —(4) Rights included as part of the Units(3) 5,750,000 — — —(4) Ordinary Shares underlying the Rights included as part of 575,000 $ 10.00 $ 5,750,000.00 $ 627.33 the Units(2) Representative’s Ordinary Shares 34,500 $ 10.00 $ 345,000.00 $ 37.64 Total $ 63,595,000 $ 6,938.22 (5) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). Includes Units and Ordinary Shares, Redeemable Warrants and Rights underlying such Units, and Ordinary Shares underlying (2) the Rights and Warrants included in such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any. Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to (3) prevent dilution resulting from share splits, share capitalizations or similar transactions. (4) No fee pursuant to Rule 457(g) under the Securities Act. (5) $6,317.16 of the registration fee was previously paid, and $621.06 is being paid herewith. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED AUGUST 23, 2021 $50,000,000 HHG CAPITAL CORPORATION 5,000,000 Units HHG Capital Corporation is a blank check company incorporated in the British Virgin Islands as a business company with limited liability for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share, one redeemable warrant and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination. Each redeemable warrant entitles the holder thereof to purchase three-fourths (3/4) of one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a business combination. We will not issue fractional shares. As a result, you must (1) exercise warrants in multiples of at least four warrants, at a price of $11.50 per full share, subject to adjustment as described in this prospectus, to validly exercise your warrants; and (2) hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. Each warrant will become exercisable on the later of 30 days following the completion of an initial business combination and one year from the date that the registration statement is declared effective, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have granted the underwriters of this offering, a 45-day option to purchase up to an additional 750,000 units (over and above the 5,000,000 units referred to above) solely to cover over-allotments, if any. We will provide the holders of our outstanding ordinary shares that were sold in this offering with the opportunity to redeem their shares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of taxes payable), divided by the number of then outstanding ordinary shares that were sold in this offering, which we refer to as our “public shares” throughout this prospectus, subject to the limitations described herein. We will have until 12 months from the consummation of this offering to consummate our initial business combination (such period may be extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association). If we have filed a proxy statement, registration statement or similar filing for an initial business combination within 12 months from the consummation of this offering but have not completed the initial business combination within such 12-month period, the Combination Period will be extended by an additional three months for a total of up to 15 months; such extension will not require the deposit of any additional funds into the trust account.