SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Zhou Zhifan

(Last) (First) (Middle)
C/O HAINAN MANASLU ACQ. CORP. B3406, 34F
W TWR, BLK B GUORUI BLDG, 11 GUOXING AVE

(Street)
HAIKOU F4 570203

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2022
3. Issuer Name and Ticker or Trading Symbol
Hainan Manaslu Acquisition Corp. [ HMACU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 1,725,000(1)(2) I By Bright Winlong LLC(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Zhou Zhifan

(Last) (First) (Middle)
C/O HAINAN MANASLU ACQ. CORP. B3406, 34F
W TWR, BLK B GUORUI BLDG, 11 GUOXING AVE

(Street)
HAIKOU F4 570203

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
Bright Winlong LLC

(Last) (First) (Middle)
C/O HAINAN MANASLU ACQ. CORP. B3406, 34F
W TWR, BLK B GUORUI BLDG, 11 GUOXING AVE

(Street)
HAIKOU F4 570203

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These ordinary shares reported in Table I include up to 225,000 ordinary shares that are subject to forfeiture by the Sponsor (as defined below) depending on the extent to which the underwriters of the initial public offering of the issuer's securities do not exercise their over-allotment option in full as described in the issuer's registration statement on Form S-1 (File No. 333-261340), as amended .
2. Bright Winlong LLC (the "Sponsor") is the record holder of the ordinary shares reported herein. Zhifan Zhou, Chairman and Chief Executive Officer of the issuer, is the manager of the Sponsor and has voting and investment power over the securities held by the Sponsor, and may be deemed to have beneficial ownership of the ordinary shares of the issuer held of record by the Sponsor. However, Mr. Zhou disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.
/s / Zhifan Zhou 08/10/2022
Bright Winlong LLC /s / Zhifan Zhou, Manager 08/10/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.