HHG Capital Corporation *
The below-announced combination was terminated on 11/18/24 due to a liquidation. It will remain on the page for reference purposes only.
PROPOSED BUSINESS COMBINATION: Perfect Hexagon Holdings Limited
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: PHGL
HHG Capital Corporation proposes to combine with Perfect Hexagon Holdings Limited.
PH is a Malaysia based leading non-financial institution market maker of commodities in Asia, as well as a physical commodity trading house focusing on precious metal and base metals.
EXTENSION – 9/25/23 – LINK
- The SPAC approved the extension from September 23, 2023, to September 23, 2024.
- 32,845 shares were redeemed for $10.60 per share.
- $0.0333/share per month will be deposited into the trust account for each non-waiving shareholder ($7,985.40 per month)
TRANSACTION
- 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.
- 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.
SPAC FUNDING
- HHGC is seeking to secure additional investment proceeds from a private investment in public equity (PIPE).
EARNOUT
- Company and SPAC
- Documents have not been released at this time.
LOCK-UP
- Company
- 12 months from the Closing Date
- SPAC
- 12 months from the Closing Date or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days after the Closing Date
NOTABLE CONDITIONS TO CLOSING
- There is no minimum cash requirement
NOTABLE CONDITIONS TO TERMINATION
- By the SPAC or the Company on or after December 31, 2023 (the “Outside Date”)
ADVISORS
- Company and SPAC
- None were listed in the press release.
EXTENSION – 9/22/22 – LINK
- As approved by its shareholders at the Meeting on September 19, 2022, the Company extended the date by which it has to complete a business combination up to 12 times for an additional 1 month each time, from September 23, 2022 to September 23, 2023.
- In connection with the shareholders vote at the Meeting, 2,393,594 ordinary shares were tendered for redemption.
- On September 21, 2022, the Company made a deposit to the trust account as provided above and extended the amount of time it has available to complete a business combination from September 23, 2022 to October 23, 2022.
- Following such redemptions and the deposit of the extension payment described above, the amount of funds remaining in the trust account is approximately $34.1 million.
MANAGEMENT & BOARD
Executive Officers
Chee Shiong (Keith) Kok, 48
Director and Chief Executive Officer
Mr. Kok has over two decades of experience in finance, mergers & acquisitions, risk management, business strategy integrations, divestitures, and hands-on operational expertise with extensive government and business network, particularly in Asia. Since September 2019, Mr. Kok has been serving as the director and the chief executive officer of EPL Exhibition Sdn. Bhd., an exhibition organizer. From June 2017 to August 2019, Mr. Kok served as the chief finance officer of EN Projects Sdn. Bhd., a company engaged in managing government related aerospace and maritime exhibitions and was recognized as the Best International Exhibition organizer for LIMA by the then Malaysia Prime Minister in 2019. From January 2013 to March 2017, Mr. Kok served as the head transaction banking corporate banking, and subsequently, the head business banking of Standard Chartered Bank Malaysia. During Mr. Kok’s time with Standard Chartered Bank Malaysia, he led the bank to win the Best Cash Management Deal for Corporate Banking within Standard Chartered Bank worldwide in 2014, Best Liquidity Management Deal in Malaysia in 2015 by Asset Triple A and won best Top SME supporter in Malaysia with CGC (Credit Guarantee Corporation) in 2016. From August 2007 to January 2013, Mr. Kok served as the regional head transaction banking for the Asian & Oceania region (excluding North Asia) of Bank of Tokyo Mitsubishi-UFJ Ltd (Singapore Branch) (“BTMU”). During Mr. Kok’s time with BTMU, he assisted the International Enterprise Singapore, a division of Singapore Government to develop government guarantee scheme (SPRING) to assist the small and medium enterprises during the Global Financial Crisis in 2008. Mr. Kok was also instrumental in developing the Global Transaction Banking Division in BTMU and led BTMU to be the first bank in the world to conclude electronic Letter of Credit (LC) Discounting and the first bank in Singapore to deal with processing electronic LC. From January 2007 to August 2007, Mr. Kok served as the vice president in the trade division of The Hongkong and Shanghai Banking Corporation, a banking corporation. From December 2005 to January 2007, Mr. Kok served as the assistant vice president of Citibank Berhad in Malaysia, a banking corporation. From 2002 to 2005, Mr. Kok was engaged in his own consultancy business and worked in various local Malaysian companies. From 1996 to 2002, Mr. Kok served in various positions in corporate banking division at Standard Chartered Bank Malaysia. Mr. Kok received a bachelor’s of science degree in banking and finance from University of London in 1995. Mr. Kok also obtained ICC Certificate of Achievement Upskill 600 and M5 Rules & Regulations For Financial Advisory Services, in 2007 and 2008, respectively.
Shuk Man (Lora) Chan, 52
Chief Financial Officer
Ms. Chan has been serving as the company secretary and the authorized representative of China Tontine Wines Group Limited (HKG.0389), a company engaged in the wine business in the PRC, since January 2021. From June 2016 to May 2020, Ms. Chan served as an investment director and then subsequently became the company secretary and the authorized representative of Evershine Group Holdings Limited (HKG.8022), a company principally engaged in the trading business, cemetery business, property development and investment, mobile application business and also provision of money lending business. From May 2001 to May 2015, Ms. Chan was providing audit, assurance and consultancy services at UHY Vocation HK CPA Limited with her last position as a senior director. From 1995 to 2001, Ms. Chan was engaged in a family business in Thailand where she was responsible for providing investment analysis. From 1994 to 1995, Ms. Chan served as a senior officer of Merchant and Corporate Banking Unit of Credit Department at Generale Belgian Bank Hong Kong, a subsidiary of Generale Bank, Belgium. From 1993 to 1994, Ms. Chan served as a credit analyst at Dai-Ichi Kangyo Limited, the Hong Kong Branch, a subsidiary of Dai-Ichi Kangyo Bank, Japan. Ms. Chan received a bachelor’s degree of business administration in accounting from The Coventry University, United Kingdom and a MBA degree (major in banking) from The University of Stirling, United Kingdom in 1991 and 1992, respectively. Ms. Chan is a fellow member of the Hong Kong Institute of Certified Public Accountants, Association of Chartered Certified Accountants, the Taxation Institute of Hong Kong, a Chartered Tax Adviser (Hong Kong) and a member of American Institute of CPAs (International Associate).
Board of Directors
Wing Yin (Kym) Hau, 40
Director
Since 2014, Ms. Hau has been working at Messrs. Wan Yeung Hau & Co., Solicitors, a law firm. Ms. Hau joined Messrs. Wan Yeung Hau & Co., Solicitors in June 2014 where she served as a legal consultant and was then promoted to a partner in June 2015. Since November 2020, Ms. Hau has been a legal consultant of Messrs. Wan Yeung Hau & Co., Solicitors . Since March 2019, Ms. Hau has been a director of Grey Bear Capital Limited, a company engaged in the provision of general consulting services. Ms. Hau received a bachelor’s degree in Laws and a Postgraduate Certificate in Laws from The City University of Hong Kong in 2003 and 2004, respectively.
Denise Cho, 44 [Resigned 4/14/22]
Independent Director
Ms. Cho started her own business in June 2012 and worked until August 2015, providing services including but not limited to corporate secretarial services for overseas clients in Hong Kong, and the provision of pre-IPO consultancy services. From August 2010 to March 2012, Ms. Cho served as an independent non-executive director and the chairperson of the audit committee of Richly Field China Development Limited (HKG.00313), a company engaged in the development and operation of featured commercial properties. From 2007 to 2009, Ms. Cho served as a regional finance manager at Pedder Group Limited under Lane Crawford Joyce Group, a footwear, handbags and accessories company. From 2006 to 2007, Ms. Cho served as the regional controller of Procter & Gamble Prestige, Greater China, a cosmetics company. From 2 004 to 2006, Ms. Cho served a senior sales director at Mary Kay Cosmetic Company, a cosmetics company. From 2000 to 2004, Ms. Cho served as a senior financial analyst at Walt Disney Television International Asia Pacific, a media company. From 1998 to 2000, Ms. Cho served as an auditor at Grant Thornton International, Hong Kong, an accounting firm. Ms. Cho obtained a bachelor’s degree in accounting and finance from San Francisco State University in 1998. Ms. Cho received her certificate of Certified Public Accountant from the Board of Examiners in the State of Illinois, United States in August 2000. Ms. Cho has been a professional member of American Institute of Certified Public Accountants, United States since March 2001.
Siang Yong Chew, — [Appointed 4/14/22]
Independent Director
TBD
Weiyi Di, 51
Independent Director
Since June 2019, Mr. Di has been the director and the chief executive officer of Polo Lubricants Company Limited, a company engaged in producing engine oils. Since 2002, Mr. Di has been the chief executive officer of Luroda Lubricants Wuxi Co., Ltd, a company engaged in the research and development, manufacturing, and distribution of lubricants. From 1994 to 2004, Mr. Di served as the sales manager and was subsequently promoted as the managing director of Wuxi Jiangnan Refinery Co., Ltd, a company engaged in oil refinery. Mr. Di obtained his master’s degree in executive master of business administration from Tsinghua University in 2010.
Tzu Fei (Philip) Ting, 39
Independent Director
Since September 2010, he has been the founding partner of Philip Ting & Kwan law firm with specific focus on fund advisory, property, technology and renewable energy sectors. Since November 2020, Mr. Ting has been a director of Tableapp Sdn. Bhd., a company engaged in the online reservation of high end restaurants in Malaysia. Mr. Ting is also a founding partner of FunNow Sdn. Bhd., an application software products company, which was founded in Malaysia in July 2018. Since October 2015, Mr. Ting has been a managing director at Clearbrook Global Advisers LLC, a global investment advisory company, which advises on strategic fund raising opportunities in Asia. Since May 2009, Mr. Ting has been a director of Solarcorp Sdn. Bhd., a company engaged in the generation and sale of solar energy in Malaysia. From October 2006 to August 2007, Mr. Ting completed his pupillage at Skrine, a law firm. From November 2007 to September 2008, Mr. Ting served as a paralegal at Allen & Overy (Hong Kong), a law firm. From October 2008 to January 2009, Mr. Ting served as a registered foreign lawyer at Richards Butler in association with Reed Smith (Hong Kong). Mr. Ting obtained a bachelor’s degree in Laws from The University of Nottingham, United Kingdom and a master’s degree in law and accounting from The London School of Economics, United Kingdom in 2003 and 2005, respectively. Mr. Ting was called to the Bar in the United Kingdom, Malaysia and United States in 2004, 2007 and 2008, respectively. Mr. Ting passed the Chartered Financial Analyst (CFA, Level 1) in 2006.
