HMACU Hainan Manaslu Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 10, 2023

 

Hainan Manaslu Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-41474		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

B3406, 34F, West Tower, Block B Guorui Building, 11 Guoxing Avenue Haikou, Hainan Province, People’s Republic of China		570203
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: +86-898-65315786

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one ordinary share, one redeemable warrant, and one right		HMACU		The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share		HMAC		The Nasdaq Stock Market LLC
Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share		HMACW		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth of one ordinary share		HMACR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On July 10, 2023, Hainan Manaslu Acquisition Corp. (the “Company”) issued one unsecured promissory note in an amount of $227,700, to Able View Inc. (“Able View”), in exchange for Able View depositing such amount into the Company’s trust account in order to further extend the amount of time it has available to complete a business combination. The Note does not bear interest and mature upon closing of a business combination by the Company. In addition, the Note may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.

 

Item 8.01 Other Events

 

The Company issued the release filed herewith on July 10, 2023. The materials attached as Exhibit 99.1 are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated July 10, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 10, 2023	Hainan Manaslu Acquisition Corp.
	By:	/s/ Zhifan Zhou
		Name:	Zhifan Zhou
		Title:	Chairman and Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

Hainan Manaslu Acquisition Corp. Announces Additional Contribution to Trust Account to Further Extend Period to Consummate Business Combination

 

NEW YORK, July 10, 2023 (GLOBE NEWSWIRE) -- Hainan Manaslu Acquisition Corp. (NASDAQ: HMACU, the “Company”), a special purpose acquisition company, announced today that Able View Inc. (“Able View”), has deposited into the Company’s trust account (the “Trust Account”) an aggregate amount of $227,700 (representing approximately $0.033 per public share), in order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from July 15, 2023 to August 14, 2023. The Company issued one unsecured promissory note in an amount of $227,700, to Able View with a principal amount equal to the amount deposited. The promissory note bears no interest and is convertible into the Company’s units (with each unit consisting of one ordinary share, one warrant to purchase one ordinary share, and one right to receive one-tenth of one ordinary share upon the consummation of the Company’s initial business combination) at a price of $10.00 per unit at the closing of a business combination by the Company. The purpose of the extension is to provide time for the Company to complete a business combination.

 

ABOUT HAINAN MANASLU ACQUISITION CORP.

 

Hainan Manaslu Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. While the Company may pursue an initial business combination opportunity in any business, industry, sector or geographical location, the Company intends to focus on industries that complement its management team’s background, and to capitalize on the ability of its management team and advisor to identify and acquire a business. However, the Company will not consummate an initial business combination with an entity or business with China operations consolidated through a variable interest entity structure.

 

Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Hainan Manaslu Acquisition Corp.

 

B3406, 34F, West Tower, Block B Guorui Building, 11 Guoxing Avenue

Haikou, Hainan Province, People’s Republic of China 570203

Wenyi Shen, CFO

Tel: +86-898-65315786

Email: woody.shen@imanaslu.com

 

v3.23.2

Cover	Jul. 10, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 10, 2023
Entity File Number	001-41474
Entity Registrant Name	Hainan Manaslu Acquisition Corp.
Entity Central Index Key	0001894370
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	B3406, 34F, West Tower, Block B
Entity Address, Address Line Two	Guorui Building, 11 Guoxing Avenue
Entity Address, City or Town	Haikou
Entity Address, Country	CN
Entity Address, Postal Zip Code	570203
City Area Code	+86
Local Phone Number	898-65315786
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one ordinary share, one redeemable warrant, and one right
Title of 12(b) Security	Units, each consisting of one ordinary share, one redeemable warrant, and one right
Trading Symbol	HMACU
Security Exchange Name	NASDAQ
Ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Ordinary shares, par value $0.0001 per share
Trading Symbol	HMAC
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share
Trading Symbol	HMACW
Security Exchange Name	NASDAQ
Rights, each right entitling the holder to receive one-tenth of one ordinary share
Title of 12(b) Security	Rights, each right entitling the holder to receive one-tenth of one ordinary share
Trading Symbol	HMACR
Security Exchange Name	NASDAQ

---