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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): August 2, 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 5.07. Submission of Matters to a Vote of Security Holders.

 

On August 2, 2023, Hainan Manaslu Acquisition Corp. (the “Company”) held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”), at which the shareholders voted on the following proposals, as set forth below, each of which is described in more detail in the definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 5, 2023, which was first mailed by the Company to its shareholders on or about July 7, 2023.

 

As of June 28, 2023, the record date for the Extraordinary General Meeting, there were 8,966,500 ordinary shares of the Company entitled to be voted at the Extraordinary General Meeting. There were 7,295,963 ordinary shares representing approximately 81.37% of the issued and outstanding ordinary shares present in person or represented by proxy at the Extraordinary General Meeting, constituting a quorum for the Extraordinary General Meeting.

 

The shareholders approved the Business Combination Proposal, the Merger Proposal, the Plan of Merger Proposal, the NTA Requirement Amendment Proposal, the Charter Proposal, the Organizational Documents Advisory Proposals, the Share Issuance Proposal, and the Equity Incentive Plan Proposal.

 

A summary of the voting results at the Special Meeting is set forth below:

 

1. Proposal No. 1 — The Business Combination Proposal

 

FOR   AGAINST   ABSTAIN
7,003,776   292,187   0

 

2. Proposal No. 2 — The Merger Proposal

 

FOR   AGAINST   ABSTAIN
7,003,776   292,187   0

 

3. Proposal No. 3 — The Plan of Merger Proposal

 

FOR   AGAINST   ABSTAIN
7,003,776   292,187   0

 

4. Proposal No. 4 — The NTA Requirement Amendment Proposal

 

FOR   AGAINST   ABSTAIN
7,003,776   292,187   0

 

5. Proposal No. 5 — The Charter Proposal

 

FOR   AGAINST   ABSTAIN
7,003,776   292,187   0

 

6. Proposal No. 6 — The Organizational Documents Advisory Proposals
   
6A. Proposal No. 6A - Director Removal

 

FOR   AGAINST   ABSTAIN
6,999,685   292,187   4,091

 

6B. Proposal No. 6B - Calling of Shareholder Meetings

 

FOR   AGAINST   ABSTAIN
6,999,685   292,187   4,091

 

1

 

 

6C. Proposal No. 6C – SPAC Provisions

 

FOR   AGAINST   ABSTAIN
6,999,685   292,187   4,091

 

6D. Proposal No. 6D - Vacancies on Pubco’s Board

 

FOR   AGAINST   ABSTAIN
6,999,685   292,187   4,091

 

6E. Proposal No. 6E - New Capitalization

 

FOR   AGAINST   ABSTAIN
6,999,685   292,187   4,091

 

7. Proposal No. 7 — The Share Issuance Proposal

 

FOR   AGAINST   ABSTAIN
7,003,776   292,187   0

 

8. Proposal No. 8 — The Equity Incentive Plan Proposal

 

FOR   AGAINST   ABSTAIN
7,003,776   292,187   0

 

Item 8.01. Other Events.

 

In connection with the shareholders’ vote at the Extraordinary General Meeting, 6,766,651 ordinary shares were tendered for redemption. The Company plans to close the business combination as described in the Proxy Statement as soon as possible and will continue to accept reversal of redemption requests until closing.

 

2

 

 

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 3, 2023 Hainan Manaslu Acquisition Corp.
     
  By:  /s/ Zhifan Zhou
    Name:  Zhifan Zhou
    Title: Chairman and Chief Executive Officer

 

3

v3.23.2
Cover
Aug. 02, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 02, 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
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