HHG Capital Corporation ("HHGC") (NASDAQ:HHGC)(NASDAQ:HHGC)(NASDAQ:HHGCW), a special purpose acquisition company, announced today that it has entered into a definitive merger agreement (the "Merger Agreement") with Perfect Hexagon Group Limited ("PH"), a company engaging in the trading of commodities, specifically in precious metals, providing for a proposed business combination that, if consummated, will result in PH becoming a publicly listed company.

PH is a physical commodity trading house focusing on precious metal and base metals. PH began partnering with some of the world's largest commodity trading houses in 2014 with which it collaborated to generate large volumes of global and physical trade flows. These partnerships, combined with PH's strong capital base, create synergies in the value chain that put it at the forefront of the trading market.

PH also focuses on market making and trading of various types of physical commodities, including precious metals, palm oil and carbon credits. It has a broad base of suppliers and customers which ranges from world-class banks and international financial institutions.

PH's current management team is currently expected to continue running the combined company after the transaction.

PH is thrilled to announce the proposed merger with HHGC and its proposed debut on Nasdaq.

Transaction Overview

Upon the transaction's closing, expected to be completed in the fourth quarter of 2023, the combined company will be named Perfect Hexagon Holdings Limited and listed on NASDAQ under the symbol "PHGL".

Pursuant to the Merger Agreement, HHGC, which currently holds approximately $35 million of cash in trust, will combine with PH.

As part of the transaction, HHGC is seeking to secure additional investment proceeds from a private investment in public equity (PIPE); however, there can be no assurances that such investment will be available on terms acceptable to HHGC and PH.

PH's management team projects that current PH equity holders will roll 100% of their equity interests into the combined company. The co-founders of PH will be under a lock-up for twelve months from the closing of the transaction.

The Boards of Directors of HHGC and PH have unanimously approved the proposed business combination, though the transaction remains subject to approval by HHGC's and PH's shareholders, satisfaction of the conditions stated in the Merger Agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the "SEC") completes its review of the registration statement on Form F-4 and the proxy statement/prospectus that HHGC will cause to file with the SEC, the receipt of certain regulatory approvals, and approval by the Nasdaq Stock Market to list the securities of the combined company.

HHGC will file a Current Report on Form 8-K, which includes a copy of the Merger Agreement, with the SEC, which is available at www.sec.gov.