Exhibit
4.1


 


	NUMBER	 	UNITS
	      U-__________	 	 
	 	 	 
	SEE
REVERSE FOR 

        CERTAIN
        DEFINITIONS
	HHG
    CAPITAL CORPORATION	 


 


CUSIP
G4R23P 137


 


UNITS
CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT


 


THIS
CERTIFIES THAT ________________________________________________________________


 


is
the owner of _______________________________________________________________________ Units.


 


Each
Unit (“Unit”) consists of one ordinary share, with a par value $0.0001 per share, of HHG Capital Corporation, a British
Virgin Islands company (the “Company”) and one redeemable warrant (“Warrant”). Each redeemable Warrant
entitles the holder thereof to purchase 3/4 of one ordinary share at a price of $11.50 per full share (subject to adjustment),
upon the later to occur of (i) the Company’s completion of a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business
Combination”) or (ii) one year from the closing of the Company’s initial public offering. The ordinary shares and
Warrants comprising the Units represented by this certificate are not transferable separately prior to the fifty-second (52nd)
day after the date of the prospectus relating to the Company’s initial public offering, unless Kingswood Capital Markets,
division of Benchmark Investments, Inc. (“Kingswood”) determines that an earlier date is acceptable, but in no event
will the ordinary shares and Warrants be traded separately until the Company files with the Securities and Exchange Commission
(the “SEC”) a current report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company
of the gross proceeds from its initial public offering including the proceeds received by the Company from the exercise of the
over-allotment option thereto, if the over-allotment option is exercised. If the over-allotment option is exercised after the
date of the prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to
reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent
Form 8-K, information indicating if the underwriters has allowed separate trading of the ordinary shares and Warrant prior to
the 52nd day after the date of the prospectus.


 


The
terms of the Warrants are governed by a warrant agreement (the “Warrant Agreement”), dated as of [●], 2021,
between the Company and American Stock Transfer & Trust Company, LLC, as the warrant agent, and are subject to the terms and
provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of American Stock Transfer & Trust Company, LLC at 48 Wall Street,
22nd Floor, New York, NY 10005, and are available to any Warrant Holder, on written request and without cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.


 


Witness
the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


This
Unit Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard
to conflicts of laws principles thereof.


 


[Seal]


 




    	 



    	 



    

 


	By		 	 
	 	 	 	 
	 	 	 	 
	 	Chairman	 	Chief
    Financial Officer


 




    	 



    	 



    

 


HHG
Capital Corporation


 


The
Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


	 	TEN
    COM –	as
    tenants in common	UNIF
    GIFT MIN ACT - _____ Custodian ____
	 	TEN
    ENT – 	as
    tenants by the entireties	                                (Cust)             (Minor)
	 	JT
    TEN – 	as
    joint tenants with right of survivorship	                      under
    Uniform Gifts to Minors
	 	 	and
    not as tenants in common	                      Act
    ______________
	 	 	 	                                (State)


 


Additional
Abbreviations may also be used though not in the above list.


 


For
value received, ___________________________ hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
NUMBER OF ASSIGNEE(S)


 


 





 



_______________________________________________________________________________________________


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))






______________________________________________________________________________________________


 


______________________________________________________________________________________________


 


_______________________________________________________________________________________Units


 


represented
by the within Certificate, and do hereby irrevocably constitute and appoint


 


______________________________________________________________________________________
Attorney


to
transfer the said Units on the books of the within named Company will full power of substitution in the premises.


 


Dated
_______________


 


	 	 	 
	 	Notice:	The
    signature to this assignment must correspond with the name as written upon the face of the certificate in every particular,
    without alteration or enlargement or any change whatever.


 


Signature(s)
Guaranteed:


 




________________________________________________________________________


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION


(BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH


MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,


PURSUANT
TO S.E.C. RULE 17Ad-15).


 


The
holder of this certificate shall be entitled to receive funds with respect to the underlying ordinary shares from the trust fund
only in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder seeks
to convert his or her respective ordinary shares underlying the unit upon consummation of such business combination or in connection
with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In no other circumstances
shall the holder have any right or interest of any kind in or to the trust fund.