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
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
Consideration
Under the Business Combination Agreement, the aggregate consideration to be paid
to the Sellers is
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
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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
The parties also agreed to take all necessary actions to cause
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HMAC and
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
In addition, unless waived by Able View and
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,
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
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,
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
2.1* Business Combination Agreement, dated as ofNovember 21, 2022 , by and amongHainan Manaslu Acquisition Corp. ,Able View Global Inc. ,Able View Inc. ,Able View Corporation Inc. and the Shareholders ofAble View Inc. 10.1 Lock-Up Agreement, dated as ofNovember 21, 2022 , by and amongHainan Manaslu Acquisition Corp. ,Able View Global Inc. ,Able View Inc. , and the Shareholder ofAble View Inc. named therein. 10.2 Form of Non-Competition Agreement, dated as ofNovember 21, 2022 , by and amongHainan Manaslu Acquisition Corp. ,Able View Global Inc. ,Able View Inc. , and the Shareholder ofAble View Inc. named therein. 10.3 Registration Rights Agreement, dated as ofNovember 21, 2022 , by and amongAble View Global Inc. ,Hainan Manaslu Acquisition Corp. , and the Holders named therein. 10.4 First Amendment to Registration Rights Agreement, dated as ofNovember 21, 2022 , by and amongHainan 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
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