UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The Stock Market LLC | ||||
The | Stock Market LLC||||
The Stock Market LLC | ||||
The 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.
Hainan Manaslu Acquisition Corp. (the “HMAC” or the “Company”) previously announced its planned business combination with Able View, Inc. (“Able View”).
Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated August 3, 2023 (the “Current Report”), Hainan Manaslu Acquisition Corp. held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”). In connection with the shareholders’ vote at the Extraordinary General Meeting, 6,766,651 ordinary shares were tendered for redemption. An unaudited pro forma combined balance sheet as of March 31, 2023 and unaudited pro forma combined statement of operations for the twelve months ended March 31, 2023 reflecting the redemptions, are included with this report as Exhibit 99.1.
The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that HMAC and Able View would have achieved had HMAC and Able View been combined during the periods presented in the pro forma financial information.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description | |
99.1 | Unaudited Pro Forma Combined Balance Sheet and Unaudited Pro Forma Combined Statement of Operations. | |
104 | The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language). |
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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: August 14, 2023 | Hainan Manaslu Acquisition Corp. | ||
By: | /s/ Zhifan Zhou | ||
Name: | Zhifan Zhou | ||
Title: | Chairman and Chief Executive Officer |
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Exhibit 99.1
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 2023
(A) Hainan Manaslu | (B) Able View | Pro
Forma Adjustments | Pro
Forma Balance Sheet | |||||||||||||
ASSETS | ||||||||||||||||
Current Assets | ||||||||||||||||
Cash and cash equivalents | $ | 9,194 | $ | 5,773,380 | $ | 73,508,987 | (b) | $ | 4,960,705 | |||||||
— | — | (2,242,500 | )(c) | — | ||||||||||||
— | — | (72,088,356 | )(d) | — | ||||||||||||
Accounts receivable | — | 21,138,144 | — | 21,138,144 | ||||||||||||
Prepayments and other current assets | 119,867 | 3,487,772 | (466,787 | )(e) | 3,140,852 | |||||||||||
Amount due from related parties | — | 3,053,451 | — | 3,053,451 | ||||||||||||
Inventories | — | 18,678,648 | — | 18,678,648 | ||||||||||||
Total Current Assets | 129,061 | 52,131,395 | (1,288,656 | ) | 50,971,800 | |||||||||||
Non-current Assets | ||||||||||||||||
Cash and investments held in trust account | 71,587,428 | — | 1,921,559 | (a) | — | |||||||||||
— | — | (73,508,987 | )(b) | — | ||||||||||||
Other non-current assets | — | 686,380 | — | 686,380 | ||||||||||||
Property and equipment, net | — | 374,005 | — | 374,005 | ||||||||||||
Right of use assets | — | 175,004 | — | 175,004 | ||||||||||||
Deferred tax assets | — | 1,254,547 | — | 1,254,547 | ||||||||||||
Total Non-current Assets | 71,587,428 | 2,489,936 | (71,587,428 | ) | 2,489,936 | |||||||||||
Total Assets | $ | 71,716,489 | $ | 54,621,331 | $ | (72,876,084 | ) | $ | 53,461,736 | |||||||
LIABILITIES | ||||||||||||||||
Current Liabilities | ||||||||||||||||
Short-term loans | $ | — | $ | 15,685,674 | $ | — | $ | 15,685,674 | ||||||||
Accounts payable | — | 841,647 | — | 841,647 | ||||||||||||
Advance from customers | — | 219,431 | — | 219,431 | ||||||||||||
Income tax payable | — | 2,315,764 | — | 2,315,764 | ||||||||||||
Lease liabilities | — | 299,461 | — | 299,461 | ||||||||||||
Other payable and accrued expenses | 155,483 | 1,978,440 | — | 2,133,923 | ||||||||||||
Amount due to related parties | 18,453 | 9,380,129 | — | 9,398,582 | ||||||||||||
Total current liabilities | 173,936 | 30,720,546 | — | 30,894,482 | ||||||||||||
Amount due to related parties, noncurrent | — | 18,350,020 | — | 18,350,020 | ||||||||||||
Lease liabilities, noncurrent | — | 19,394 | — | 19,394 | ||||||||||||
Deferred underwriting compensation | 2,242,500 | — | (2,242,500 | )(c) | — | |||||||||||
Total Liabilities | $ | 2,416,436 | $ | 49,089,960 | $ | (2,242,500 | ) | $ | 49,263,896 | |||||||
Commitments and Contingencies | ||||||||||||||||
Mezzanine Equity (Aggregate liquidation preference of $3,135,781 as of December 31, 2022) | ||||||||||||||||
Series A convertible redeemable preferred shares (par value $0.0001 per share, 15,750 and nil shares authorized, issued and outstanding as of December 31, 2022) | — | 3,135,781 | (3,135,781 | )(f) | — | |||||||||||
Ordinary shares, subject to possible redemption: 6,900,000 shares (at redemption value of $10.37 per share) | 71,587,428 | — | 1,921,559 | (a) | — | |||||||||||
— | — | (72,088,356 | )(d) | — | ||||||||||||
— | — | (1,421,631 | )(h) | — | ||||||||||||
Shareholders’ (Deficits) Equity | — | |||||||||||||||
Common stock | 207 | 100 | 3,727 | (f) | 4,159 | |||||||||||
— | — | 112 | (g) | — | ||||||||||||
— | — | 13 | (h) | — | ||||||||||||
Additional paid-in capital | — | 2,369,435 | (466,787 | )(e) | 4,167,626 | |||||||||||
— | — | 844,472 | (f) | — | ||||||||||||
— | — | (112 | )(g) | — | ||||||||||||
— | — | 1,421,618 | (h) | — | ||||||||||||
(Accumulated deficits) Retained earnings | (2,287,582 | ) | 30,198 | 2,287,582 | (f) | 30,198 | ||||||||||
Accumulated other comprehensive loss | — | (4,143 | ) | — | (4,143 | ) | ||||||||||
Total Shareholders’ (Deficits) Equity | (2,287,375 | ) | 2,395,590 | 4,089,625 | 4,197,840 | |||||||||||
Total Liabilities, Mezzanine Equity and Shareholders’ (Deficits) Equity | $ | 71,716,489 | $ | 54,621,331 | $ | (72,876,084 | ) | $ | 53,461,736 |
Unaudited Pro Forma Combined Balance Sheet Adjustments
The pro forma adjustment to the unaudited combined pro forma balance sheet consists of the following:
(A) | Derived from the balance sheet of HMAC as of March 31, 2023. |
(B) | Derived from the consolidated balance sheet of Able View as of December 31, 2022. |
a. | Reflects the addition of cash held in the Trust Account from March 31, 2023 through the redemption date. |
b. | Reflects the release of cash from cash and investment held in the Trust Account. |
c. | Reflects the settlement of $2.2 million of deferred underwriting commission incurred during the HMAC IPO due upon completion of the business combination. |
d. | Reflects HMAC shareholders exercise their redemption rights, 6,766,561 HMAC shares previously subject to redemption for cash amounting to $72.1 million would be transferred to shareholders’ equity. |
e. | Reflects an adjustment $0.5 million to reduce deferred offering costs, which was already reflected on Able View’s historical financial statement. As part of the Business Combination, the $0.5 million was determined to be deferred offering costs and offset to additional-paid-in capital. |
f. | Reflects 1) recapitalization of Able View through issuance of HMAC shares and eliminate HMAC historical accumulated earnings; 2) the contribution of all the share capital in Able View to HMAC. |
g. | Reflects issuance of 1,120,000 ordinary shares to financial advisor upon consummation completion of Business Combination. |
h. | Reflects reclassification of remaining 133,439 HMAC shares previously subject to redemption for cash to equity upon consummation completion of Business Combination. |
i. | The unaudited pro forma balance sheet does not reflect the contingent liabilities to pay an aggregate of 3,200,000 additional Pubco Ordinary Shares as earnout consideration after the Closing because the Pubco’s performance for the years ended December 31, 2023 and 2024 cannot be reliably estimated as of the date of this proxy statement/prospectus. |
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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED MARCH 31, 2023
(A) Hainan Manaslu | (B) Able View | Pro Forma Adjustments | Pro Forma Income Statement | |||||||||||||
Total revenue | $ | — | $ | 145,256,257 | $ | — | $ | 145,256,257 | ||||||||
Cost of revenue | — | (112,718,709 | ) | — | (112,718,709 | ) | ||||||||||
Gross profit | — | 32,537,548 | — | 32,537,548 | ||||||||||||
Operating expenses | ||||||||||||||||
Selling and marketing expenses | — | (18,283,260 | ) | — | (18,283,260 | ) | ||||||||||
General and administrative expenses | (378,756 | ) | (4,111,399 | ) | — | (4,490,155 | ) | |||||||||
Total operating expenses | (378,756 | ) | (22,394,659 | ) | — | (22,773,415 | ) | |||||||||
Income from operations | (378,756 | ) | 10,142,889 | — | 9,764,133 | |||||||||||
Total other income (expenses), net | 1,552,433 | (770,053 | ) | (1,552,425 | )(a) | (770,045 | ) | |||||||||
Income before income taxes | 1,173,677 | 9,372,836 | (1,552,425 | ) | 8,994,088 | |||||||||||
Income tax expenses | — | (1,469,225 | ) | — | (1,469,225 | ) | ||||||||||
Net income | 1,173,677 | 7,903,611 | (1,552,425 | ) | 7,524,863 | |||||||||||
Accretion of convertible redeemable preferred shares | — | (135,781 | ) | — | (135,781 | ) | ||||||||||
Net income attributable to Able View Inc’s preferred shareholders | — | (120,446 | ) | — | (120,446 | ) | ||||||||||
Net income attributable to Able View Inc’s ordinary shareholders | $ | 1,173,677 | $ | 7,647,384 | $ | (1,552,425 | ) | $ | 7,268,636 | |||||||
Weighted average shares outstanding of ordinary shares | — | 1,000,000 | 40,590,429 | (b) | 41,590,429 | |||||||||||
Weighted average shares outstanding of redeemable ordinary shares | 4,310,137 | — | (4,310,137 | ) | — | |||||||||||
Basic and diluted net income per ordinary share | 1.07 | 7.65 | — | 0.17 | ||||||||||||
Weighted average shares outstanding of non-redeemable ordinary shares | 1,938,321 | — | (1,938,321 | ) | — | |||||||||||
Basic and diluted net loss per ordinary share | (1.78 | ) | — | — | — |
Notes and adjustment to Unaudited Pro Forma Condensed Combined Statement of Income
The notes and pro forma adjustments to the unaudited condensed combined pro forma statements of operations consist of the following:
A. | Derived from HMAC’s statement of operations for the year ended December 31, 2022, and unaudited statement of operations for the three months ended March 31, 2023 and 2022. |
B. | Derived from Able View’s consolidated statement of operations for the year ended December 31, 2022. |
(a) | Represents an adjustment to eliminate interest income related to cash and investment held in Trust Account. |
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(b) | The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the business combination occurred as of the earliest period presented. In addition, as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding for basic and diluted net income per share assumes that the shares have been outstanding for the entire period presented. This calculation is retroactively adjusted to eliminate the number of shares redeemed in the Business Combinations for the entire period. The calculation of weighted average shares outstanding for the twelve months ended March 31, 2023, assuming no redemption into cash, is set forth in below table: |
For the Twelve Months Ended March 31, 2023 | ||||
Able View’s shareholders | 37,546,430 | |||
HMAC’s Public Shareholders | 133,349 | |||
Holders of HMAC’s ordinary shares converted from the Public Rights | 690,000 | |||
Sponsor | 1,725,000 | |||
HMAC’s Private Shareholders | 341,500 | |||
HMAC’s Private Shares converted from the Private Rights | 34,150 | |||
Shares issued to financial advisor as the compensation of financial advisory services upon successful Business Combination | 1,120,000 | |||
Weighted average shares outstanding of ordinary shares | 41,590,429 | |||
Less: HMAC’s Weighted average shares outstanding of ordinary shares | — | |||
Less: Able View’s Weighted average shares outstanding of ordinary shares | (1,000,000 | ) | ||
Adjustment (b) | 40,590,429 |
4
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