Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 25, 2024, HHG Capital Corporation ("Company") received a written notice (the "Notice") from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") notifying the Company that, due to Mr. Ho Hock Lye Benjamin resignation from the Company's board and audit committee, the Company no longer complies with Nasdaq's independent director and audit committee requirements as set forth in Listing Rule 5605. However, consistent with Listing Rule 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company a cure period until the earlier of the Company's next annual shareholders' meeting or January 8, 2025, to regain compliance.

The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than this date. In the event the Company does not regain compliance by this date, Nasdaq rules require Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel.