Able View Inc. entered into a definitive business combination agreement to acquire Hainan Manaslu Acquisition Corp. (NasdaqCM:HMAC) in a reverse merger transaction for approximately $430 million on November 21, 2022. As part of the consideration $400 million will be paid entirely in shares and the Sellers will have the contingent right to receive to an aggregate of 3,200,000 additional Pubco Ordinary Shares as earnout consideration based on certain revenue targets. The transaction values the combined company at an estimated equity value on a pro-forma basis of approximately $400 million, assuming no redemptions by HMAC?s public shareholders in connection with the transaction. As per the transaction, Able View will own approximately 80.3% of the issued and outstanding shares in the combined company at closing of the transaction. The transaction is subject to the approval of regulatory, third-party consents, HMAC?s shareholders, the Pubco Ordinary Shares having been approved for listing on Nasdaq, either HMAC (immediately prior to the Closing) or Pubco (upon the consummation of the Transaction) having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any transaction financing; appointment of the post-closing board of directors of Pubco in accordance with the Business Combination Agreement; appointment of the post-closing board of directors of Pubco in accordance with the Business Combination Agreement; the effectiveness of the Registration Statement; the Non-Competition Agreements, Lock-Up Agreement, Registration Rights Agreement, and Employment Agreements being in full force and effect from the Closing. As of June 12, 2023, Able View Inc Agreement entered into a waiver agreement pursuant to which the parties have waived the following closing condition: either (i) the Purchaser shall have immediately prior to the Closing, after giving effect to the Redemption and any Transaction Financing, or (ii) Pubco shall have upon the consummation of the Closing, after giving effect to the Transactions and the Redemption and any Transaction Financing, in either case, net tangible assets of at least $5,000,001 on a consolidated basis. The transaction has been approved by Able View?s Board of Directors. The board of directors of HMAC has unanimously approved the transaction. Able View Inc., has deposited into the Hainan Manaslu Acquisition Corp.?s trust account an aggregate amount of $0.2million. The transaction is expected to close in the second quarter of 2023. The extend of period of time the Hainan Manaslu Acquisition Corp. has to complete a business combination for an additional one month period, from July 15, 2023 to August 14, 2023. As of August 2, 2023, the transaction is approved by shareholders of Hainan Manaslu Acquisition Corp.

Richard Anslow and M atthew A. Gray of Ellenoff Grossman & Schole LLP and Global Law Office acted as legal advisors to HMAC. Elizabeth Fei Chen of Pryor Cashman LLP and Jun He Law Offices acted as legal advisor to Able View Inc. CHFT Advisory and Appraisal Limited acted as fairness opinion provider to HMAC Board. Chain Stone Capital Limited acted as financial advisor to Able View. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Advantage Proxy, Inc. acted as proxy solicitor to HMAC.

Able View Inc. completed the acquisition of Hainan Manaslu Acquisition Corp. (NasdaqCM:HMAC) in a reverse merger transaction on August 17, 2023. Loeb & Loeb LLP and Maples and Calder (Cayman) acted as legal advisors to Hainan Manaslu Acquisition Corp and Harney Westwood & Riegels acted as legal advisor to Able View Inc.