HHG Capital Corporation (HHGC) Merger with Perfect Hexagon Group Limited (Private)

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  • HHG Capital Corporation (HHGC) to merge with Perfect Hexagon Group Limited (Private) in a transaction valuing the pro forma entity at *$1,005 million in Enterprise Value (*$1040 million equity value) assuming zero redemptions from the current level of 41.63%.
  • Perfect Hexagon Group Limited shareholders will receive an equity consideration of $990 million at $10.0 per share.
  • No minimum cash condition.
  • No termination fees.
  • Business combination transaction is targeted to close in the fourth quarter of 2023.
  • SPAC Details:
    • Unit Structure: 1 Ordinary Share + 1 Redeemable Warrant + 1 Right
    • #Cash in Trust: $34,751,192 million (103.5 % of Public Offering)
  • Public Shares Outstanding: 3,356,406 shares (includes 3,084,000 shares held by Anchor Investors)
  • Private Shares Outstanding: 1,982,000 shares (including 255,000 Private shares contained in Private Units)
  • Trust Value/Share: $10.35
  • Current Liquidation Date: August 23, 2023
  • Outside Liquidation Date: September 23, 2023
  • Name of Target: Perfect Hexagon Holdings Limited
  • Target Description:  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.
  • Announced Date: August 3, 2023
  • Expected Close: “Fourth Quarter of 2023”
  • Press Release: https://www.sec.gov/Archives/edgar/data/1822886/000149315223026884/ex99-1.htm  
  • Transaction Terms:
Redemption Rate0% from current level of 41.6%
Share Price$10.0 per share
Enterprise Value*$1005 million (*$1040 million – *$34.75 million)
Market Cap Value*$1040 million

Note: SPAC sponsor shares excluding 255,000 Private Shares contained in Private Units

  • Target Shareholders Receive (*~95.1%):
    • Equity consideration of $990 million at $10.0 per share (99.0 million Purchaser Ordinary Shares)
  • SPAC Shareholders Receive (*~3.22%):
    • 3.35 million Purchaser Ordinary Shares (1 for 1)
  • SPAC Sponsor Receive (*~1.66%):
    • 1.73 million Purchaser Ordinary Shares (1 for 1)
  • PIPE / Financing:
    • Nil
  • Redemption Protections:
    • Nil
  • Support Agreement:
    • Standard voting support
  • Lock-up:
    • SPAC Sponsor: 1-year post-closing
      • Early Release: If the price equals or exceeds $12.0 per share after 150 days post-closing
    • Key Target shareholders: 1-year post-closing
  • Closing Conditions:
    • Termination date: December 31, 2023
    • No minimum cash condition
    • Other customary closing conditions
  • Termination:
    • No termination fees
    • Other standard termination clauses
  • Financials:
    • No financials provided
  • Comparable:
    • No valuation provided
  • Advisors:
    • SPAC Legal Advisor: Loeb & Loeb LLP
  • Equity Incentive Plan:
    • Share reserve as mutually decided

*Denotes estimated figures by CPC

#Estimated as on 3rd August, 2023