Item 1.01 Entry Into A Material Definitive Agreement.

This section describes the material provisions of the Business Combination Agreement (as defined below) and certain related documents, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is filed herewith as Exhibit 2.1. Unless otherwise defined herein, capitalized terms used below have the meanings given to them in the Business Combination Agreement.

Business Combination Agreement

General Description of the Business Combination Agreement

On November 21, 2022, Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company ("HMAC"), entered into a definitive business combination agreement (the "Business Combination Agreement") with Able View Inc., a Cayman Islands exempted company ("Able View"), Able View Global Inc., a Cayman Islands exempted company and wholly owned subsidiary of Able View ("Pubco"), Able View Corporation Inc., a Cayman Islands exempted company and wholly owned subsidiary of Pubco ("Merger Sub"), and each of the shareholders of Able View (collectively, the "Sellers"). Pubco is sometimes referred to herein as the "Combined Company" following the Closing (as defined below).

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"), (i) HMAC will merge with and into Merger Sub, with HMAC continuing as the surviving entity in the merger (the "Merger"), as a result of which: (a) HMAC will become a wholly owned subsidiary of Pubco and (b) each issued and outstanding security of HMAC immediately prior to the consummation of the Merger will no longer be outstanding and will automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (ii) Pubco will acquire all of the issued and outstanding shares of Able View held by the Sellers in exchange for ordinary shares of Pubco (the "Share Exchange" and, collectively with the Merger and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents (as defined below), the "Transactions").





Consideration

Under the Business Combination Agreement, the aggregate consideration to be paid to the Sellers is US$400,000,000 (the "Exchange Consideration"), which will be paid entirely in shares comprised of newly issued ordinary shares of Pubco, par value US$0.0001 per share ("Pubco Ordinary Shares"), with each share valued at an amount equal to (a) (i) the Exchange Consideration, divided by (ii) the total number of issued and outstanding ordinary shares of Able View, divided by (b) the price at which each HMAC ordinary share (or after the Merger, each Pubco Ordinary Share) held by HMAC's public shareholders is redeemed or converted in connection with the Transactions pursuant to the provisions of HMAC's organizational documents (the "Redemption").

In addition to the Exchange Consideration, the Sellers will have the contingent right to receive to an aggregate of 3,200,000 additional Pubco Ordinary Shares as earnout consideration after the Closing as follows: (i) an aggregate of 1,600,000 additional Pubco Ordinary Shares will be issued to the Sellers in the event that Pubco reports net revenue in its audited financial statements for the fiscal year ended December 31, 2023 equal to or in excess of $170,000,000, and (ii) an aggregate of 1,600,000 additional Pubco Ordinary Shares will be issued to the Sellers in the event that Pubco reports net revenue in its audited financial statements for the fiscal year ended December 31, 2024 equal to or in excess of $200,000,000.





                                       1

Representations and Warranties of the Parties

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, in each case relating to, among other things, organization and qualification, governing documents, capitalization, authority, no conflicts and absence of litigation. These representations and warranties, in certain cases, are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. "Material Adverse Effect" as used in the Business Combination Agreement means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the documents and agreements ancillary to the Business Combination Agreement (the "Ancillary Documents") to which it is a party or bound or to perform its obligations hereunder or thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary for transactions similar to the Transactions.

The representations and warranties of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party's breach.





Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary and other covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including covenants regarding: (i) the provision of access to their respective properties, books and personnel; (ii) the operation of their respective businesses in the ordinary course of business; (iii) provision of PCAOB-audited financial statements of Able View and its direct and indirect subsidiaries (collectively, the "Target Companies"); (iv) HMAC's public filings; (v) no solicitation of, or entering into, any alternative competing transactions; (vi) no insider trading; (vii) notifications of certain breaches, consent requirements or other matters; (viii) efforts to consummate the Closing and obtain third party and regulatory approvals and efforts; (ix) further assurances; (x) public announcements; (xi) confidentiality; (xii) indemnification of directors and officers and tail insurance; (xiii) use of trust proceeds after the Closing; (xiv) efforts to support a transaction financing; (xv) efforts to extend the maturity or otherwise amend the terms of certain debt of the Target Companies; (xvi) Able View's agreement to pay transaction-related expenses of the parties; (xvii) causing Pubco to enter into employment agreements with certain employees of Able View; and (xviii) approving a new equity incentive plan for Pubco to take effect following the Closing.

The parties also agreed to take all necessary actions to cause Pubco's board of directors immediately following the Closing to consist of five members, of which (i) one individual will be designated by HMAC prior to the Closing and (ii) four individuals will be designated by Able View prior to the Closing, at least three of whom will be required to qualify as independent directors under the rules of The Nasdaq Stock Market LLC ("Nasdaq").





                                       2

HMAC and Pubco also agreed to jointly prepare, and Pubco will file with the SEC, a registration statement on Form F-4 (as amended, the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the securities of Pubco to be issued to the holders of HMAC ordinary shares, and containing a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of HMAC for the approval of the Business Combination and the matters relating to the Transactions to be acted on at the special meeting of the shareholders of HMAC and providing such shareholders an opportunity to participate in the Redemption.

The covenants and agreements of the parties contained in the Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.





Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties, unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of HMAC's shareholders; (ii) obtaining any material regulatory approvals and third-party consents; (iii) no law or order preventing or prohibiting the Transactions; (iv) either HMAC (immediately prior to the Closing) or Pubco (upon the consummation of the Closing) 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; (v) appointment of the post-closing board of directors of Pubco in accordance with the Business Combination Agreement; (vi) Pubco qualifying as a foreign private issuer; (vii) amendment by the shareholders of Pubco of Pubco's memorandum and articles of association; (viii) the effectiveness of the Registration Statement; and (ix) the Pubco Ordinary Shares having been approved for listing on Nasdaq.

In addition, unless waived by Able View and Pubco, the obligations of Able View, Pubco, Merger Sub, and the Sellers to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of HMAC being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) HMAC having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to HMAC since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by the Company and Pubco of the Founders Registration Rights Agreement Amendment (as defined below); and (v) each of the Sellers having received from Pubco a registration rights agreement covering the merger consideration shares received by the Sellers in the Transactions, duly executed by Pubco.

Unless waived by HMAC, the obligations of HMAC to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Able View, Pubco, Merger Sub, and the Sellers being true and correct on and as of the Closing (subject to Material Adverse Effect on the Target Companies, Pubco, or any Seller, taken as a whole); (ii) the Company, Pubco, Merger Sub, and the Sellers having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Target Companies (taken as a whole) or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) the Non-Competition Agreements, Lock-Up Agreement, Registration Rights Agreement, and Employment Agreements being in full force and effect from the Closing; (v) receipt by HMAC of the Founders Registration Rights Agreement Amendment duly executed by Pubco; (vi) any issued and outstanding convertible securities of Able View having been terminated without any consideration or liability; (vii) HMAC having received copies of each share certificate for Able View shares; (viii) the maturity of certain debt of the Target Companies having been extend or such debt having been otherwise amended to the satisfaction of HMAC; and (ix) if applicable, certain contracts involving the Target Companies or Sellers or other related persons having been terminated with no obligation or liability.





                                       3





Termination

The Business Combination Agreement may be terminated at any time prior to the Closing by either HMAC or Able View if the conditions to the Closing set forth in the Business Combination Agreement (the majority of which are summarized above) are not satisfied or waived by May 21, 2023.

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written consent of HMAC and Able View; (ii) by either HMAC or Able View if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by Able View for HMAC's uncured breach of the Business Combination Agreement, such that the related Closing condition would not be met; (iv) by HMAC for the uncured breach of the Business Combination Agreement by Able View, Pubco, Merger Sub, or any Seller, such that the related Closing condition would not be met; (v) by either HMAC or Able View if HMAC holds its shareholder meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained; and (vi) by either HMAC or Able View if there has been a Material Adverse Effect on the Company or Pubco which is uncured or continuing. . . .

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

The following exhibits are being filed herewith:





2.1*      Business Combination Agreement, dated as of November 21, 2022, by and
        among Hainan Manaslu Acquisition Corp., Able View Global Inc., Able View
        Inc., Able View Corporation Inc. and the Shareholders of Able View Inc.
10.1      Lock-Up Agreement, dated as of November 21, 2022, by and among Hainan
        Manaslu Acquisition Corp., Able View Global Inc., Able View Inc., and the
        Shareholder of Able View Inc. named therein.
10.2      Form of Non-Competition Agreement, dated as of November 21, 2022, by
        and among Hainan Manaslu Acquisition Corp., Able View Global Inc., Able
        View Inc., and the Shareholder of Able View Inc. named therein.
10.3      Registration Rights Agreement, dated as of November 21, 2022, by and
        among Able View Global Inc., Hainan Manaslu Acquisition Corp., and the
        Holders named therein.
10.4      First Amendment to Registration Rights Agreement, dated as of November
        21, 2022, by and among Hainan Manaslu Acquisition Corp., Able View Global
        Inc., Bright Winlong LLC, and the Holders named therein.
104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

* The exhibits and schedules to this Exhibit have been omitted in accordance with

Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally

a copy of all omitted exhibits and schedules to the SEC upon its request.






                                       8

© Edgar Online, source Glimpses