Shopping Cart

Hainan Manaslu Acquisition Corp. *

Hainan Manaslu Acquisition Corp. *

Nov 24, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Able View Inc. 

EQUITY VALUE: $400 million
ANTICIPATED SYMBOL: tbd

Hainan Manaslu Acquisition Corp. proposes to combine with Able View Inc., a leading cross-border brand management company.

Able View, together with its affiliates, provides full-service brand management for global brands entering the China market. Founded in Hong Kong in 2015, the Company is now a leader in China’s cross-border brand management market. The Company provides full-service solutions covering marketing strategy, branding, digital and social marketing, omni-channel sales, customer service, oversea logistics, warehouse and fulfillment, to help global brands enter into and grow in China. Able View focuses on the beauty and personal care segments. The Company has established a managed brand portfolio of 10 global brands, many of which are well-known in their respective segments.

SUBSEQUENT EVENT – 6/12/23 – LINK

  • The parties involved in the Business Combination Agreement have signed a waiver on June 12, 2023.
    • This waives the closing condition which required either the Purchaser or Pubco to have at least $5,000,001 in net tangible assets, after accounting for redemption and any transaction financing, either just before or upon closing.

EXTENSION – 5/5/23 – LINK

  • The SPAC approved its auto extension from May 15, 2023 to June 14, 2023.
    • $227,700 was deposited into the trust account

TRANSACTION

  • The transaction values the Combined Company at an estimated equity value on a pro-forma basis of approximately US$400 million, assuming no redemptions by HMAC’s public shareholders in connection with the transaction.
  • Assuming no redemptions by HMAC’s public shareholders, it is estimated that the current shareholders of Able View will own approximately 80.3% of the issued and outstanding shares in the Combined Company at closing of the transaction.
  • Following the consummation of the transaction, the Combined Company will report in the United States as a foreign private issuer, and, as such, will not be subject to the same disclosure and certain other obligations applicable to domestic public companies.
  • In addition, the Combined Company expects to follow home country governance requirements, to the extent permitted by the rules of Nasdaq.
  • The transaction has been approved by each of HMAC’s and Able View’s Board of Directors.
  • The transaction is subject to the approval of HMAC’s shareholders and other customary closing conditions and is expected to close in the second quarter of 2023.

PIPE

  • There is no PIPE for this transaction

LOCK-UP

  • Company and Sponsor
    • 12 months from the Closing Date

EARNOUT

  • 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.

NOTABLE CONDITIONS TO CLOSING

  • 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

NOTABLE CONDITIONS TO 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.

ADVISORS

  • Ellenoff Grossman & Schole LLP acted as U.S. legal counsel to HMAC.
  • Pryor Cashman, LLP acted as U.S. legal counsel to Able View.
  • Global Law Office acted as PRC legal counsel to HMAC.
  • Jun He Law Offices acted as PRC legal counsel to Able View.

MANAGEMENT & BOARD

Executive Officers

Zhifan Zhou, 36
Chairman and Chief Executive Officer

Mr. Zhou has over ten years of experience in investment banking, audit, private equity and mergers and acquisitions. Mr. Zhou has served as the General Manager of Hainan Winlong Capital, an investment company, since April 2021, where he leads the mergers and acquisitions operations. Prior to that, Mr. Zhou served as Vice President and General Manager of Capital Operations of Shanzhinong Co., Ltd., a B2B e-commerce platform company, from March 2020 to April 2021, where he was responsible for acquiring assets of the agricultural sector in China. He also served as the Head of Finance Department of Wanda Information Stock Co., Ltd., a software company, from December 2019 to March 2020, where he was responsible for due diligence and integration of wholly-owned subsidiaries; Deputy General Manager of Xinghe Real Estate Financial Group Shanghai Company, a financial group company, from March 2018 to June 2019, where he was responsible for platform financing; Deputy General Manager of Cefc Anhui Internal Holding Co., Ltd., an investment company, from October 2014 to March 2018, where he participated in various mergers and acquisitions; and Senior Project Manager in the investment banking department of Zheshang Securities Co., Ltd., a securities company, from June 2013 to October 2014, where he participated in multiple mergers and acquisitions. From September 2010 to June 2013, Mr. Zhou served as Senior Consultant of PricewaterhouseCooper Consultants (Shenzhen) Co., Ltd., Shanghai branch, a consulting company where he provided risk management and internal control services and was experienced with cross-border IPO audits. Mr. Zhou received bachelor’s degrees in international economic law and accounting from Shanghai University of Finance and Economics in July 2008, and a master degree in law from The Chinese University of Hong Kong in December 2010. Mr. Zhou has been a Certified Public Accountant (CPA) and holds Certificate of Computer Application Techniques (CCAT) and Legal Profession Qualification Certificate in China.

Wenyi Shen, 34
Chief Financial Officer

Mr. Shen has over ten years of experience in investment banking, audit and private equity investments. During his career, he provided audit services to several large-scale IPOs of Chinese companies, including Agricultural Bank of China and Haitong Securities Co, Ltd., in Hong Kong and Chinese stock markets and focused on several industries including consumer, entertainment, education, and Internet. From May 2018 to August 2021, Mr. Shen served as Vice President for CITIC Culture Capital Management Co., Ltd., an investment company where he was responsible for growth range private equity investments. Mr. Shen served as Vice President for TFTR Investment Co., Ltd., an investment company, from February 2016 to April 2018, where he was responsible for growth range private equity investments. Mr. Shen co-founded Shanghai Yuexing Information Technology Co., Ltd., a start-up mobile travel agent company, where he served as a Chief Strategy Officer from February 2015 to January 2016 and was responsible for the company’s strategy, product development, market operation and capital funding. Prior to that, Mr. Shen was an Associate at E.J. McKay Co., Ltd., a boutique investment banking firm focusing on cross-border mergers and acquisitions between China and the United States, from June 2013 to February 2015, where he participated in cross-border mergers and acquisitions investment banking activities; and a Senior Auditor at Deloitte Touche Tohmastu CPA Ltd., an accounting firm, from July 2010 to May 2013, where he participated in the audit of large financial institutions.

Xun Zhang, 43
Chief Investment Officer and Director

Mr. Zhang has 16 years of experience in financial industries. Mr. Zhang’s professional experience includes private equity, investment banking, and hedge fund. During his career, he provided equity financing, debt financing, mergers and acquisitions and other consulting services for a number of Chinese listed companies in Chinese stock markets, as well as wealth management consulting services for high net worth clients in China. Mr. Zhang serves as the General Manager of the investment department of Zhejiang Venture Investment Group Co., Ltd., a venture capital investment company in Hangzhou, China, where he was responsible for project development, investment and management. Prior to that, Mr. Zhang served as Managing Director of WXZF Fund Management Co., Ltd., a fund management company in Shanghai, China, from October 2017 to December 2019, where he developed and executed investment strategies; Risk Management Director of Gesheng Fund of Shanghai SIIC Fund Management Co., Ltd., a fund management company, from August 2015 to October 2017, where he was responsible for risk management framework establishment; Deputy General Manager of the equity capital market department of Zheshang Securities Co., Ltd., a securities company, from December 2011 to July 2015, where he was responsible for executing IPOs and private placement transactions and a Senior Financial Analyst in the risk management department of Globus LLP in Toronto, Canada, a hedge fund company, from June 2005 to August 2010, where he provided support to trading team.

Board of Directors

John Roumeliotis, 60
Independent Director Nominee

Since early 2009, Mr. Roumeliotis has served as a Creative Director and Chief Financial Officer and of LongKey Software Ltd., a software company based in of Wuxi, Jiangsu Province of China, where he manages financial systems and financial strategic planning and the Chief Operation Officer of Jinaxiaoer FinVisor, a public relationship company, where he led a team with initial tasks of building and promoting the company’s brand and corporate image for the banking industry and government online service sectors. From June 1992 to December 2008, Mr. Roumeliotis opened and managed BuyDesign Inc., a marketing firm which later changed its name to BlackInk Communication Inc. in 1995. From September 1990 to January 1992, Mr. Roumeliotis served as an Executive Manager in Rooms Division of the InterContinental Hotel in Montreal where he initially handled project management overseeing the final stages of construction. Mr. Roumeliotis began his career in the hotel industry in 1978 while still in school. From 1978 to August 1990, he successively served as a Night Manager and a Front Office Manager in Chateau Champlain Hotel (Now the Marriott) in Montreal and Delta Montreal Hotel.

Kun-lin Liu, 59
Independent Director Nominee

Mr. Liu is a well-known venture capitalist in Greater China and has been engaged in venture capital investment for more than 20 years. Mr. Liu has served as a Partner of Capital First Partners, a venture capital company since July 2019, where he focuses on deal sourcing in Taiwan. Prior to that, he served as the Chief Strategy Officer of Shanghai Vargo Technology Co., Ltd., a smart phone company, from December 2013 to January 2017, where he set up supply chain network. Mr. Liu was a former partner of Fortune International Partners, a venture capital company in Greater China, from May 2006 to May 2010, where he was responsible for investment in mainland China. Mr. Liu has also been an Industry Consultant for Taiwan Venture Capital Association and Angel Association since April 2010. He was an investor of Lakala Payment Co., Ltd., a third-party payment company, in 2007 and served as a director in the board of Lakala from 2007 to 2010. His most successful investment is Transmedia Communications Inc., a multimedia equipment maker which was acquired by Cisco Systems, Inc. in 1999.

Hong Ma, 50
Independent Director Nominee

Professor Ma has almost 40 years of experience in law. Professor Ma has served as the Dean of Zhejiang College of Shanghai University of Finance and Economics since January 2016. He is also a professor of School of Law of Shanghai University of Finance and Economics since July 1983, and has served as the Chairman and General Manager (President) of Shanghai University of Finance and Economics Press from November 2014 to January 2016.

 

ByAnthony Sozzi