0000919574-18-006773.txt : 20181023 0000919574-18-006773.hdr.sgml : 20181023 20181023165356 ACCESSION NUMBER: 0000919574-18-006773 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20181023 DATE AS OF CHANGE: 20181023 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hunter Maritime Acquisition Corp. CENTRAL INDEX KEY: 0001679450 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89715 FILM NUMBER: 181134582 BUSINESS ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 BUSINESS PHONE: 011 32 3 247 59 35 MAIL ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hunter Maritime Acquisition Corp. CENTRAL INDEX KEY: 0001679450 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 BUSINESS PHONE: 011 32 3 247 59 35 MAIL ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 SC TO-I/A 1 d8085355_to-ia.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________

Amendment No. 1 to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Hunter Maritime Acquisition Corp.
(Name of Subject Company (Issuer) and (Name of Filing Person (Issuer))

Class A Common Shares
(Title of Class of Securities)

Y37828111
 (CUSIP Number of Class of Securities)
 
c/o MI Management Company
Trust Company Complex, Suite 206
Ajeltake Road
P.O. Box 3055
Majuro, Marshall Islands
MH96960
011-323-247-59-11
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)

With a copy to:
Gary J. Wolfe, Esq.
Robert E. Lustrin, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004

CALCULATION OF FILING FEE
 

Transaction Value:  $143,502,637.50*
Amount of Filing Fee:  $17,392.52**
* Estimated for purposes of calculating the amount of the filing fee only. The transaction value assumes the purchase of a total of 14,173,100 outstanding Class A common shares of Hunter Maritime Acquisition Corp., par value $0.0001 per share, at the tender offer price of $10.125 per share.
 
**The amount of the filing fee is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals $121.20 for each $1,000,000 of the value of the transaction. $17,177.80 of this fee was previously paid in connection with the initial filing of the Schedule TO on October 5, 2018.
 

[  ]
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
Amount Previously Paid:
 
Filing Party:
Form or Registration No.:
 
Date Filed:
 
[  ]
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.


Check the appropriate boxes below to designate any transactions to which the statement relates
[  ]
Third-party tender offer subject to Rule 14d-1.
[X]
Issuer tender offer subject to Rule 13e-4
[  ]
Going-private transaction subject to Rule 13e-4
[  ]
Amendment to Schedule 13D under Rule 13d-2
[  ]
Check the following box if the filing is a final amendment reporting the results of the tender offer.


AMENDMENT NO. 1 TO SCHEDULE TO
 
INTRODUCTORY STATEMENT
 
 Hunter Maritime Acquisition Corp., a  Marshall Islands corporation (the "Company"), hereby amends and supplements itsTender Offer Statement on Schedule TO originally filed by the Company with the Securities and Exchange Commission (the "SEC") on October 5, 2018 (together with any amendments thereto, the "Schedule TO"). The Schedule TO, as amended by this Amendment No. 1 to the Schedule TO ("Amendment No. 1"), relates to the Company's offer to purchase for cash up to 14,173,100 of its Class A shares, par value $0.0001 per share ("Class A common shares"), at a price of $10.125 per share, net to the seller in cash for an aggregate purchase price of up to $143,502,637.50. The Company's offer is being made upon the terms and subject to certain conditions set forth in the Offer to Purchase,  originally dated October 5, 2018 (the "Offer to Purchase"), as supplemented by the Supplement to Offer to Purchase dated October 23, 2018 (the "Supplement"), and the Amended and Restated Letter of Transmittal (the "Letter of Transmittal"), which, as further amended, restated or supplemented from time to time, together constitute the offer (the "Offer"). The Offer expires at 5:00 p.m. New York City Time on Tuesday, November 6, 2018, unless extended or earlier terminated by the Company.
 
This Amendment No. 1 should be read in conjunction with the Schedule TO, the Offer to Purchase, the Supplement and the Letter of Transmittal, as the same may be further amended or supplemented hereafter and filed with the SEC.

The purpose of this Amendment No. 1 is to file as an exhibit (i) the Supplement and (ii) a press release announcing the increase in the purchase price per Class A common share in the Offer from $10.00 to $10.125 net to the seller in cash (the "Amended Purchase Price") and the Monthly Extension Contribution (as defined in the Supplement). This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 

All information in the Supplement is hereby expressly incorporated by reference in response to all of the items in this Schedule TO. Such information amends and supplements the information previously incorporated by reference in this Schedule TO.

Items 1 through 11.
 

On October 23, 2018, the Company issued a press release announcing the Amended Purchase Price and the Monthly Extension Contribution. A copy of the press release is filed as Exhibit (a)(5)(B) to this Amendment No. 1 and is incorporated herein by reference. 
 
Item 12.          Exhibits
 
Item 12 is hereby amended and supplemented by adding the following exhibits:
 
Exhibit
Number
 
 
Description
(a)(1)(D)
 
Supplement No. 1 to Offer to Purchase dated October 23, 2018
(a)(1)(E)
 
Amended and Restated Letter of Transmittal To Tender Class A Common Shares (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(F)
 
(a)(5)(B)
 
Press release, dated October 23, 2018
 
 


SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



 
HUNTER MARITIME ACQUISITION CORP.
   
   
 
/s/ Ludovic Saverys
 
Name: Ludovic Saverys
 
Title:  Chief Financial Officer
   
Dated: October 23, 2018
 
   




Exhibit Index

 
(a)(1)(A)*
Offer to Purchase, dated October 5, 2018.
     
 
(a)(1)(B)*
Letter of Transmittal To Tender Class A Common Shares (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).
     
 
(a)(1)(C)*
Proxy Solicitation Materials dated October 5, 2018 (incorporated by reference to Exhibit 99.1 to the Form 6-K filed by Hunter Maritime Acquisition Corp. on October 5, 2018).
     
 
(a)(1)(D)
Amended and Restated Letter of Transmittal To Tender Class A Common Shares (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).
     
 
(a)(1)(E)
Supplement to Offer to Purchase dated October 23, 2018,
     
 
(a)(1)(F)
Supplement to Proxy Solicitation Materials dated October 23, 2018 (incorporated by reference to Exhibit 99.1 to the Form 6-K filed by Hunter Maritime Acquisition Corp. on October 23, 2018).
     
 
(a)(2)
Not applicable.
     
 
(a)(3)
Not applicable.
     
 
(a)(4)
Not applicable.
     
 
(a)(5)(A)*
Press release, dated October 5, 2018.
     
 
(a)(5)(B)
Press release, dated October 23, 2018.
     
 
(b)
Not applicable.
     
 
(d)(1)*
Underwriting Agreement, dated November 18, 2016, by and between the Company and Morgan Stanley & Co. LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
     
 
(d)(2)*
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Amendment No. 2 to the Registration Statement on Form F-1 of Hunter Maritime Acquisition Corp., filed with the Commission on November 14, 2016).
     
 
(d)(3)*
Registration Rights Agreement, dated November 18, 2016, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
     
 
(d)(4)*
Letter Agreement, dated November 18, 2016, by and among the Company, the Sponsor, Marc Saverys, Alexander Saverys, Ludovic Saverys, Benoit Timmermans and Thomas Rehder (incorporated by reference to Exhibit 10.2 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
     
 
(d)(5)*
Investment Management Trust Agreement, dated November 18, 2016, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.3 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
     
 
(d)(6)*
Warrant Agreement, dated November 18, 2016, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 10.3 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
 

 
     
 
(d)(7)*
Sponsor Warrants Purchase Agreement, dated November 18, 2016, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
     
 
(d)(8)*
Agreement and Plan of Merger, dated October 5, 2018, by and among the Company, NCF Wealth Holdings Limited, Zhenxin Zhang, and Hunter Maritime (BVI) Limited, 2018 (incorporated by reference to Exhibit 99.2 to the Form 6-K filed by Hunter Maritime Acquisition Corp. on October 5, 2018).
     
 
(d)(9)*
Securities Purchase Agreement, dated September 27, 2018, by and between Bocimar Hunter NV and CMB NV (incorporated by reference to Exhibit 99.1 to the Form 6-K filed by Hunter Maritime Acquisition Corp. on October 5, 2018).
     
 
(d)(10)*
Joinder Agreement With Respect to the Letter Agreement, dated September 27, 2018, by and among the Company, Marc Saverys, Alexander Saverys, Ludovic Saverys, Benoit Timmermans and Thomas Rehder, Bocimar Hunter NV and CMB NV (incorporated by reference to Exhibit 99.2 to the Form 6-K filed by Hunter Maritime Acquisition Corp. on October 5, 2018).
     
 
(d)(11)*
Joinder Agreement With Respect to the Registration Rights Agreement, dated September 27, 2018, by and among the Company, Bocimar Hunter NV and CMB NV (incorporated by reference to Exhibit 99.3 to the Form 6-K filed by Hunter Maritime Acquisition Corp. on October 5, 2018).
     
 
(d)(12)*
Agreement With Respect to Warrant Agreement, dated September 27, 2018, by and between the Company, CMB NV, and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 99.4 to the Form 6-K filed by Hunter Maritime Acquisition Corp. on October 5, 2018).
     
 
(d)(13)*
Assignment of Registration Rights, dated September 27, 2018, by and between Bocimar Hunter NV and CMB NV (incorporated by reference to Exhibit 99.5 to the Form 6-K filed by Hunter Maritime Acquisition Corp. on October 5, 2018).
     
 
(d)(14)*
Assignment of Warrants, dated September 27, 2018, by and between Bocimar Hunter NV and CMB NV (incorporated by reference to Exhibit 99.6 to the Form 6-K filed by Hunter Maritime Acquisition Corp. on October 5, 2018).
     
 
(g)
Not applicable.
     
 
(h)
Not applicable.

*   Previously filed.
 

EX-99.(A)(1)(D) 2 d8085114_ex99a-1d.htm
Exhibit (a)(1)(D)
 
 

SUPPLEMENT NO. 1 TO
OFFER TO PURCHASE FOR CASH
by
Hunter Maritime Acquisition Corp.
of
Up to 14,173,100 of its Class A Common Shares
at a Purchase Price of $10.125 Per Share

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON TUESDAY, NOVEMBER 6, 2018, UNLESS THE OFFER IS EXTENDED.
 
The date of this Supplement No. 1 to the Offer to Purchase for Cash is October 23, 2018
 
If you do not tender your shares at this time, you will retain the right to participate in any proposed initial business combination or to redeem your shares at the time we conduct a tender offer in connection with such initial business combination.
 
Hunter Maritime Acquisition Corp. (the "Company," "we," "us" or "our") hereby amends and supplements its offer to purchase up to 14,173,100 of its Class A common shares, par value $0.0001 per share, at a purchase price of $10.125 per Class A common share, net to the seller in cash, for an aggregate purchase price of up to $143,502,637.50, subject to certain conditions described in the Offer to Purchase and in the related Letter of Transmittal. The Offer to Purchase, dated October 5, 2018, is hereby supplemented by this Supplement No. 1 to the Offer to Purchase for Cash (this "Supplement No. 1") (which, together with the Offer to Purchase and the Letter of Transmittal, as they may hereafter be amended or supplemented from time to time, constitute the "Offer") contains a description of certain amendments that are being made hereby.
 
The information, terms and conditions of the Offer set forth in the Offer to Purchase remain applicable in all respects to the Offer, except to the extent modified by this Supplement No. 1. Where information in the Offer to Purchase is in conflict with, is supplemented by or replaced by information in this Supplement No. 1, the information provided in this Supplement No. 1 shall govern. Capitalized terms used in this Supplement No. 1 but not otherwise defined have the meanings ascribed to those terms in the Offer to Purchase.
 
EXCEPT AS DESCRIBED IN THIS SUPPLEMENT NO. 1, ALL TERMS AND CONDITIONS OF THE OFFER REMAIN UNCHANGED.
 
Cover Page of Offer to Purchase

The Offer to Purchase is hereby amended by deleting the third paragraph on the cover page of the Offer to Purchase relating to the amendment of the Purchase Price in the Offer and to replace it with the following:

"The Purchase Price of $10.125 is equal to $153,627,637.50, the aggregate amount that will be on deposit in the trust account (the "Trust Account") established to hold the proceeds of our initial public offering ("IPO") as of the closing of the Offer, which aggregate amount will be comprised of (i) the proceeds from our IPO, net of taxes payable and interest that has been withdrawn for working capital, and (ii) funds we intend to deposit into the Trust Account prior to the closing or termination of the Offer, in an amount necessary to make the total amount on deposit in the Trust Account $153,627,637.50 (the "Purchase Price Contribution"), divided by the total number of outstanding Class A common shares sold as part of the units in our IPO. See "The Offer — Number of Class A common shares; Purchase Price; No Proration.""

The Offer to Purchase is hereby amended to add the following disclosure about the Monthly Extension Contribution (as defined below) after the fourth paragraph on the cover page of the Offer to Purchase:

"If the Offer is completed, CMB NV, a Belgian company and holder of our Class B common shares, which we refer to herein as "CMB" or our "Sponsor", or persons on its behalf,  has agreed to contribute to us $0.03 for each public share (defined below) that is not purchased in this Offer for each calendar month commencing on November 23, 2018 (the day by which we are currently required to complete our initial business combination) until the Extended Date, or such earlier date that we complete our initial business combination (the "Monthly Extension Contribution"). We will deposit the amount of the Monthly Extension Contribution in the Trust Account within five (5) business days of the beginning of each such calendar month, with respect to the previous such calendar month, commencing on December 23, 2018 and on the 23rd day of each subsequent month up to and including the Extended Date. Accordingly, if the Extension is approved and the Offer is completed, and assuming we take the full period of the Extension to complete an initial business combination, the redemption amount per share in the Second Tender Offer (as defined below) or in the event of our liquidation will be approximately $10.275 per share, in comparison to the Purchase Price of $10.125 per share in this Offer. The aggregate amount of the Monthly Extension Contribution will be repayable by us to our Sponsor if we complete an initial business combination. The Monthly Extension Contribution is conditioned on the completion of the Extension. The Monthly Extension Contribution will not occur if the Extension is not approved or the Offer is not completed."



Purchase Price and Total Maximum Purchase Price
 
The Purchase Price in the Offer will be $10.125 and the total maximum purchase price, if a total of 14,173,100 Class A common shares are validly tendered in the Offer and not properly withdrawn, will be $143,502,637.50. The Offer to Purchase and the Letter of Transmittal are hereby amended as follows to reflect the amended Purchase Price and Maximum Purchase Price:
 
·
All occurrences of the text "$10.00" in relation to the Purchase Price in the Offer are hereby amended to read "$10.125".
 
·
All occurrences of the text "$141,731,000" in relation to the total maximum purchase price, if a total of 14,173,100 Class A common shares are validly tendered in the Offer and not properly withdrawn, are hereby amended to read "$143,502,637.50".
 
The Maximum Tender Condition

The Offer to Purchase is hereby amended as follows to reflect that, because the Maximum Tender Conditions is not waivable by the Company, the Company will not accept for payment an additional amount of Class A common shares not to exceed 2% of our issued and outstanding Class A common shares without amending the Offer or extending the Expiration Date, as would be otherwise permitted under the rules of the SEC:

·
All occurrences of the following text are hereby deleted in their entirety: "In accordance with the rules of the SEC, we may, and we expressly reserve our right to, notwithstanding any other statement contained herein, accept for payment an additional amount of Class A common shares not to exceed 2% of our issued and outstanding Class A common shares without amending the Offer or extending the Expiration Date."

 
Questions and Answers About the Offer

The Offer to Purchase is hereby amended to add the following disclosure after the fourth paragraph under the question "Why are we making the Offer?" under the heading "Questions and Answers About the Offer"  to reflect the addition of the Monthly Extension Contribution:

"If the Offer is completed, our Sponsor or persons on its behalf, has agreed to contribute to us $0.03 for each public share (defined below) that is not purchased in this Offer for each calendar month commencing on November 23, 2018 (the day by which we are currently required to complete our initial business combination) until the Extended Date, or such earlier date that we complete our initial business combination (the "Monthly Extension Contribution"). We will deposit the amount of the Monthly Extension Contribution in the Trust Account within five (5) business days of the beginning of each such calendar month, with respect to the previous such calendar month, commencing on December 23, 2018 and on the 23rd day of each subsequent month up to and including the Extended Date. Accordingly, if the Extension is approved and the Offer is completed, and assuming we take the full period of the Extension to complete an initial business combination, the redemption amount per share in the Second Tender Offer (as defined below) or in the event of our liquidation will be approximately $10.275 per share, in comparison to the Purchase Price of $10.125 per share in this Offer."

The Offer to Purchase is hereby amended to delete the answer to the question  "What will be the purchase price for the Class A common shares and what will be the form of payment?" under the heading "Questions and Answers About the Offer" in its entirety and to add the following answer to reflect the amended Purchase Price:

"The Purchase Price for the Offer is $10.125 per Class A common share. The Purchase Price is equal to $153,627,637.50, the aggregate amount that will be on deposit in the Trust Account as of the closing of the Offer, which aggregate amount will be comprised of (i) the proceeds from our IPO, net of taxes payable and interest that has been withdrawn for working capital, and (ii) funds we intend to deposit into the Trust Account prior to the closing or termination of the Offer, in an amount necessary to make the total amount on deposit in the Trust Account $153,627,637.50 (the "Purchase Price Contribution"), divided by the total number of outstanding Class A common shares sold as part of the units in our IPO. The Purchase Price Contribution will be funded by a combination of our cash-on-hand held outside the Trust Account and, if necessary, a loan to us from our Sponsor."
2


 All Class A common shares we purchase will be purchased at the Purchase Price. See "The Offer — General; Purchase Price; No Proration." If your Class A common shares are purchased in the Offer, you will be paid the Purchase Price, in cash promptly after the Expiration Date (as defined in "Introduction")."

The Offer to Purchase is hereby amended to delete the answer to the question "How will the Company fund the payment for the Class A common shares" under the heading "Questions and Answers About the Offer" in its entirety and to add the following answer:

"In order to find the Purchase Price in the Offer, we will use (i) a portion of the funds raised in connection with our IPO which are currently held in the Trust Account for the benefit of our shareholders, and (ii) the Purchase Price Contribution, which will be funded by a combination of our cash-on-hand outside the Trust Account and, if necessary, a loan from our Sponsor. See "The Offer—Source and Amount of Funds and Certain Effects of the Offer.""

The Offer to Purchase is hereby amended to add the following question and answer under the heading "Questions and Answers About the Offer":

"Q.
How will the Monthly Extension Contribution be funded?
 
A.
Our Sponsor or persons on its behalf have agreed to fund the Monthly Extension Contribution. We will deposit the amount of the Monthly Extension Contribution in the Trust Account within five (5) business days of the beginning of each such calendar month, with respect to the previous such calendar month, commencing on December 23, 2018 and on the 23rd day of each subsequent month up to and including the Extended Date, or such earlier date that we complete our initial business combination. Because of the Monthly Extension Contribution, if the Extension is approved and the Offer is completed, as assuming we take the full period of the Extension to complete an initial business combination, the redemption amount per share in a Second Tender Offer or in the event of our liquidation will be approximately $10.275 per share, in comparison to the Purchase Price of $10.125 per share in this Offer."
 
The Offer to Purchase is hereby amended to delete the answer to the question "Can the Offer be extended, amended or terminated and, if so, under what circumstances?" under the heading "Questions and Answers About the Offer" in its entirety and to add the following answer:

"We may extend or amend the Offer to the extent we determine such extension or amendment is necessary or is required by applicable law, rule or regulation. However, due to the requirements in our Charter and the IMTA that we must liquidate the Trust Account by November 23, 2018, we will not extend the Offer beyond November 23, 2018.
 
We intend to provide interim amendments to the Offer electronically via filings with the SEC. Certain amendments to the Offer may require an extension of the Offer if deemed material. If we extend the Offer, we will delay the acceptance of any Class A common shares that have been validly tendered and not properly withdrawn pursuant to the Offer. We can also terminate the Offer if any of the offer conditions listed in "The Offer — Conditions of the Offer" occur, or the occurrence thereof has not been waived. See "The Offer — Extension of the Offer; Termination; Amendment.""
 
Information About Hunter Maritime Acquisition Corp.—Our Assets and Liabilities and Other Financial Information

The Offer to Purchase is hereby amended to delete the first paragraph under the heading "Information About Hunter Maritime Acquisition Corp.—Our Assets and Liabilities and Other Financial Information" and to replace it with the following:

"Our assets are comprised principally of amounts on deposit in the Trust Account and cash that we have outside of the Trust Account. The net proceeds from the IPO remain on deposit in the Trust Account earning interest. As of September 30, 2018, we had $151,731,000 held in the Trust Account, which included deferred underwriting fees of $5,310,585. Additionally, as of September 30, 2018, we had $1,687,552 outside the Trust Account including the interest earned on the Trust Account that we have since withdrawn in accordance with the Investment Management Trust Agreement to pay working capital expenses. Prior to the closing of the Offer, we intend to deposit the Purchase Price Contribution into the Trust Account, which will be funded by a combination of our cash-on-hand held outside the Trust Account and, if necessary, a loan to us from our Sponsor. As a result, at the closing or termination of the Offer, we will have $153,627,637.50 on deposit in the Trust Account. Each Class A common share that is redeemed by us in the Offer will reduce amounts available to us from the Trust Account by $10.125."
3


The Extension—The Extension Amendment and the IMTA Amendment
 
The Offer to Purchase is hereby amended to add the following disclosure under the heading "Purpose of the Extension" to reflect the addition of the Monthly Extension Contribution:
 
"Because of the Monthly Extension Contribution, if the Extension is approved and the Offer is completed, and assuming we take the full period of the Extension to complete an initial business combination, the redemption amount per share in a Second Tender Offer or in the event of our liquidation will be approximately $10.275 per share, in comparison to the Purchase Price of $10.125 per share in this Offer. The Monthly Extension Contribution is conditioned on the completion of the Extension. The Monthly Extension Contribution will not occur if the Extension is not approved or the Offer is not completed."

The Offer to Purchase is hereby amended as follows to reflect the following:
 
All references in the Offer to Purchase to "Annex I hereto" in relation to the Extension Amendment or "Annex II hereto" in relation to the IMTA Amendment, or any contextual variation thereof, are hereby replaced by references to Annex A (in relation to the Extension Amendment) and Annex B (in relation to the IMTA Amendment) to the Company's proxy materials relating to the Extension Meeting, which were distributed to shareholders of record as of October 1, 2018 and filed as an exhibit to our Report on Form 6-K filed with the SEC on October 5, 2018, and thereafter supplemented.
 
The Offer—General Terms; Purchase Price; Source and Amount of Funds and Certain Effects of the Offer

The Offer to Purchase is hereby amended as follows to reflect the amended maximum Purchase Price in the Offer in consideration of the amended Purchase Price:

All occurrences of the text "$10,000,000" in relation to the maximum aggregate purchase price in the Offer of $143,502,637.50 and the amount the Company intends to have remaining in the Trust Account after the completion of the Offer are hereby amended to read "$10,125,000".

The Offer to Purchase is hereby amended to delete the first paragraph under the heading "The Offer—Purchase Price" and replace it with the following to clarify the calculation of the amended Purchase Price:

"The Purchase Price is $10.125 per Class A common share. We are required to conduct the Offer in accordance with the terms of our Charter. In connection with the Extension Amendment and upon its approval at the Extension Meeting, our Charter requires us to make the Offer at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account. Accordingly, the Purchase Price is equal to the per share amount of the Class A common shares sold in our IPO on deposit in the Trust Account as of the closing of the Offer, which aggregate amount will be comprised of (i) a portion of the funds raised in connection with our IPO which are currently held in the Trust Account for the benefit of our shareholders, and (ii) the Purchase Price Contribution, which will be funded by a combination of our cash-on-hand outside the Trust Account and, if necessary, a loan from our Sponsor."
 
The Offer to Purchase is hereby amended to delete the first paragraph under the heading "The Offer—Source and Amount of Funds and Certain Effects of the Offer" and replace it with the following in order to clarify the source and amount of funds needed to fund the amended Purchase Price:

"We expect that up to $143,502,637.50 will be required to purchase the Class A common shares tendered pursuant to the Offer if the Offer is fully subscribed. The purchase of shares tendered in the Offer will be funded by the Company from the IPO proceeds plus the Purchase Price Contribution, which amounts, held in our Trust Account, will be released to us in connection with the Extension, but the fees and expenses specifically related to the Offer will either be paid with the funds available to us outside of the Trust Account, by loans from our officers and directors or their affiliates or upon the consummation of an initial business combination."

4

The Offer to Purchase is hereby amended to add the following disclosure following the second paragraph under the heading "The Offer—Source and Amount of Funds and Certain Effects of the Offer":
"Because of the Monthly Extension Contribution, if the Extension is approved and the Offer is completed, and assuming we take the full period of the Extension to complete an initial business combination, the redemption amount per share in a Second Tender Offer or in the event of our liquidation will be approximately $10.275 per share, in comparison to the Purchase Price of $10.125 per share in this Offer."
_________
 
The Offer to Purchase and this Supplement contain important information which should be read carefully before any decision is made with respect to the Offer.
 
Questions and requests for assistance regarding the Offer may be directed to Morrow Sodali LLC, as information agent (the "Information Agent") for the Offer, at the telephone numbers and e-mail address below. You may request additional copies of the Offer to Purchase, the Supplement, the Letter of Transmittal, and the other Offer documents, if any, from the Information Agent at the telephone number and e-mail address below. You may also contact your broker, dealer, commercial bank, trust company or nominee for copies of these documents.
 
Morrow Sodali LLC
470 West Avenue, Stamford CT 06902
Telephone: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400
Email:  HUNT.info@morrowsodali.com


Hunter Maritime Acquisition Corp.
October 23, 2018

5
EX-99.(A)(1)(E) 3 d8085355_ex99a-1e.htm

Exhibit (a)(1)(E)

Amended and Restated Letter of Transmittal
To Tender Class A Common Shares
Pursuant to the Offer to Purchase For Cash dated October 5, 2018
by
HUNTER MARITIME ACQUISITION CORP.
of
Up to 14,173,100 of its Class A Common Shares
at a Purchase Price of $10.125 Per Share
in Connection with its Extension of Time for a Business Combination.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON NOVEMBER 6, 2018 UNLESS THE OFFER IS EXTENDED.

If you do not tender your shares at this time, you will retain the right to participate in any initial business combination or to redeem your shares at the time we conduct a tender offer in
connection with such initial business combination. We urge you to retain your shares and consider any proposed initial business combination.

The Depositary for the Offer is:
Continental Stock Transfer &Trust Company
Attn: Reorganization Dept.
1 State Street, 30th Floor
New York, NY 10004

By Facsimile (for Eligible Institutions only)
   
   
   
Confirm Receipt of Facsimile by Telephone:
(212) 616-7610
   
   
   
(917) 262-2378
 
The instructions set forth in this Letter of Transmittal should be read carefully
before this Letter of Transmittal is completed.

 
 
 
 
 
 
 
 
 
 
DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4)
Name(s) and Address(es) of Registered Holders(s)
(Please Fill in, if Blank, Exactly as
Name(s) Appear(s) on Certificate(s))
 
 
Class A Common Shares Tendered
(Attach Additional Signed List if Necessary)
 
 
 
Certificate
Number(s)*
 
 
Total Number
of Shares
Represented by
Certificates(s)*
 
 
Number          
of Shares          
Tendered**          
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* Need not be completed if shares are tendered by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4.
 
 
 
 
 
 
 
 
 
 
 


This Letter of Transmittal is to be used only if you intend to forward certificates for Class A Common Shares (as defined below) herewith or, unless an agent's message (as defined in "The Offer — Procedures for Tendering Class A Common Shares" of the Offer to Purchase (as defined below)) is utilized, you intend to deliver Class A Common Shares by book-entry transfer to an account maintained by the Depositary (as defined below) at the book-entry transfer facility (as defined in "The Offer — Procedures for Tendering Class A Common Shares" of the Offer to Purchase) pursuant to the procedures set forth in "The Offer — Procedures for Tendering Class A Common Shares" of the Offer to Purchase.

If you support Hunter Maritime Acquisition Corp.'s proposed Extension and want to retain your Class A Common Shares, you do NOT need to take any action.

If you want to participate in the Offer (as defined below), you should complete this Letter of Transmittal.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

 
CHECK HERE IF TENDERED CLASS A COMMON SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER CLASS A COMMON SHARES BY BOOK-ENTRY TRANSFER):

 
Name of Tendering Institution:
 
 
Account Number:
 
 
Transaction Code Number:
 
     
 


Ladies and Gentlemen:

The undersigned hereby tenders to Hunter Maritime Acquisition Corp. (the "Company") the Class A Common Shares,  par value $0.0001 per share (the "Class A Common Shares"), of the Company, on the terms and subject to the conditions set forth in the Company's Offer to Purchase dated October 5, 2018, as may be further amended or supplemented (the "Offer to Purchase"), as supplemented by the Supplement to Offer to Purchase, dated October 23, 2018 (the "Supplement") and this Amended and Restated Letter of Transmittal  (the "Letter of Transmittal" which, together with the Offer to Purchase and the Supplement, and any amendments or supplements thereto or hereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged.

Subject to and effective on acceptance for payment of, and payment for, the Class A Common Shares tendered with this Letter of Transmittal in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all the Class A Common Shares that are being tendered hereby and irrevocably constitutes and appoints Continental Stock Transfer & Trust Company (the "Depositary"), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned's rights with respect to such Class A Common Shares, to (a) deliver certificates for such Class A Common Shares or transfer ownership of such Class A Common Shares on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of the Company, (b) present such Class A Common Shares for cancellation and transfer on the Company's books, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Class A Common Shares, all in accordance with the terms and subject to the conditions of the Offer.


The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Class A Common Shares tendered hereby and that, when the same are accepted for purchase by the Company, the Company will acquire good title thereto, free and clear of all security interests, liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or the Company, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Class A Common Shares tendered hereby, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. Please see "The Offer — Procedures for Tendering Shares—Withdrawal Rights."

The undersigned understands that the valid tender of Class A Common Shares pursuant to any of the procedures described in "The Offer — Procedures for Tendering Shares" of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Company on the terms and subject to the conditions of the Offer.

It is a violation of Rule 14e-4 promulgated under the Exchange Act (as defined in the Offer to Purchase) for a person acting alone or in concert with others, directly or indirectly, to tender Class A Common Shares for such person's own account unless at the time of tender and at the Expiration Date (as defined in the Offer to Purchase) such person has a "net long position" in (a) the Class A Common Shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such Class A Common Shares for the purpose of tender to the Company within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into Class A Common Shares ("Equivalent Securities") that is at least equal to the amount tendered and, upon the acceptance of such tender, will acquire such Class A Common Shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Class A Common Shares so acquired for the purpose of tender to the Company within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Class A Common Shares made pursuant to any method of delivery set forth in this Letter of Transmittal will constitute the undersigned's representation and warranty to the Company that (i) the undersigned has a "net long position" in Class A Common Shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (ii) such tender of Class A Common Shares complies with Rule 14e-4.

The undersigned understands that if more than 14,173,100 Class A Common Shares are validly tendered and not properly withdrawn the Company will terminate the Offer. Accordingly, there will be no proration in the event that more than 14,173,100 Class A common shares are validly tendered and not properly withdrawn in the Offer. If we terminate the Offer, we will NOT: (i) purchase any Class A Common Shares pursuant to the Offer and (ii) we will not be able to take advantage of the Extenstion (as defined in the Offer to Purchase), and we will promptly return all Class A Common Shares delivered pursuant to the Offer at our expense. If 14,173,100 or fewer Class A Common Shares are validly tendered and not properly withdrawn all such Class A Common Shares will be purchased at the Purchase Price (as defined in the Offer to Purchase) upon the terms and subject to the satisfaction of the conditions of the Offer.


Unless otherwise indicated herein under "Special Payment Instructions," the check for payment of the Purchase Price and/or return of any certificates for Class A Common Shares not tendered or accepted for payment shall be issued and/or returned in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," the check for payment of the Purchase Price and/or return of any certificates for Class A Common Shares not tendered or accepted for payment (and accompanying documents, as appropriate) shall be sent to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered." In the event that both the "Special Delivery Instructions" and the "Special Payment Instructions" are completed, the check for payment of the Purchase Price and/or the certificates to be returned related to Class A Common Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) will be issued in the name(s) of, and such check and such certificates (and any accompanying documents, as appropriate) shall be delivered to, the person or persons so indicated. The undersigned authorizes the Company to credit any Class A Common Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer facility designated above. The undersigned recognizes that the Company has no obligation pursuant to the "Special Payment Instructions" to transfer any Class A Common Shares from the name of the registered holder(s) thereof if the Company does not accept for payment any of the Class A Common Shares so tendered.

NOTE: SIGNATURE(S) MUST BE PROVIDED ON PAGE BELOW.
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6, and 7)

To be completed ONLY if certificates for Class A Common Shares not tendered or not accepted for payment and/or the check for payment of the Purchase Price of Class A Common Shares accepted for payment are to be issued in the name of someone other than the undersigned, or if Class A Common Shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by crediting them to an account at the book-entry transfer facility other than the account designated above.

Issue: Check Certificate(s) to:

Name
   
   
(Please Print)
     
Address
   
   
(Include Zip Code)
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9 Included Herewith)
     


Check and complete if applicable:

  Credit Class A Common Shares delivered by book-entry transfer and not purchased to the account set forth below:

Account Number:
     


SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if certificates for Class A Common Shares not tendered or not accepted for payment and/or the check for payment of the Purchase Price of Class A Common Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that above.

Mail: Check Certificate(s) to:

Name
   
   
(Please Print)
     
Address
   
   
(Include Zip Code)
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9 Included Herewith)
     
     
 
SIGN HERE
(Also Complete Substitute Form W-9 Below)
(Signature(s) of Shareholder(s))


Dated: _________________, 20__

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) for the Class A Common Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

Name(s)
   
   
(Please Print)
Capacity (full title)
   
     
Address
   
   
(Include Zip Code)
     
Daytime Area Code and Telephone Number:
   
     
Taxpayer Identification or Social Security Number:
   
   
(Complete Accompanying Substitute Form W-9)
     


     
GUARANTEE OF SIGNATURE(S)
(If Required — See Instructions 1 and 5)
     
Authorized Signature:
   
     
Name(s)
   
   
(Please Print)
     
Name of Firm:
   
     
Title:
   
     
Address
   
   
(Include Zip Code)
     
Daytime Area Code and Telephone Number:
   
     

Dated: _________________, 20__

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer

1.   Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if either (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the book-entry transfer facility's system whose name appears on a security position listing as the owner of the Class A Common Shares) of Class A Common Shares tendered herewith, unless such registered holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (b) such Class A Common Shares are tendered for the account of a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "eligible institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an eligible institution. Shareholders may also need to have any certificates they deliver endorsed or accompanied by a stock power, and the signatures on these documents also may need to be guaranteed. See Instruction 5.

2.   Requirements of Tender. This Letter of Transmittal is to be completed by shareholders either if certificates are to be forwarded herewith or, unless an agent's message (as defined below) is utilized, if delivery of Class A Common Shares is to be made pursuant to the procedures for book-entry transfer set forth in "The Offer — Procedures for Tendering Shares" of the Offer to Purchase. For a shareholder validly to tender Class A Common Shares pursuant to the Offer, a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Date and either certificates for tendered Class A Common Shares must be received by the Depositary at one of such addresses or Class A Common Shares must be delivered pursuant to the procedures for book-entry transfer set forth herein (and a book-entry confirmation must be received by the Depositary), in each case prior to the Expiration Date.


The term "agent's message" means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that such book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the Class A Common Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant.

The method of delivery of Class A Common Shares, this Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the sole election and risk of the tendering shareholder. Class A Common Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.  Delivery to the Company or the Information Agent shall not constitute delivery to the Depositary.

Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional shares will be purchased. All tendering shareholders, by execution of this Letter of Transmittal (or a manually signed facsimile hereof), waive any right to receive any notice of the acceptance for payment of their Class A Common Shares.

3.   Inadequate Space. If the space provided in the box entitled "Description of Shares Tendered" in this Letter of Transmittal is inadequate, the certificate numbers and/or the number of Class A Common Shares should be listed on a separate signed schedule attached hereto.

4.   Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry Transfer). If fewer than all the Class A Common Shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of Class A Common Shares that are to be tendered in the box entitled "Number of Shares Tendered." In that case, if any tendered Class A Common Shares are purchased, new certificate(s) for the remainder of the Class A Common Shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the Class A Common Shares tendered herewith. All Class A Common Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5.   Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Class A Common Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

If any of the Class A Common Shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

If any Class A Common Shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to the Company of his or her authority to so act must be submitted with this Letter of Transmittal.

If this Letter of Transmittal is signed by the registered owner(s) of the Class A Common Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the Purchase Price is to be made, or certificates for Class A Common Shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an eligible institution.


If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Class A Common Shares tendered hereby, or if payment is to be made or certificate(s) for Class A Common Shares not tendered or not purchased are to be issued to a person other than the registered owner(s), the certificate(s) representing such Class A Common Shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution. See Instruction 1.

6.   Stock Transfer Taxes. The Company will not pay any transfer taxes, if any, with respect to the Class A Common Shares purchased pursuant to the Offer. If payment of the Purchase Price is to be made to, or if Class A Common Shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if Class A Common Shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes, if any, (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.

7.   Special Payment and Delivery Instructions. If a check for the Purchase Price of any Class A Common Shares accepted for payment is to be issued in the name of, and/or certificates for any Class A Common Shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed and signatures must be guaranteed as described in Instructions 1 and 5.

8.   Irregularities. The Company will determine in its sole discretion all questions as to the number of Class A Common Shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of Class A Common Shares. Any such determinations will be final and binding on all parties, subject to a shareholder's right to challenge our determination in a court of competent jurisdiction. The Company reserves the absolute right to reject any or all tenders of Class A Common Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the Company's opinion, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular Class A Common Shares, and the Company's interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties subject to a shareholder's right to challenge our determination in a court of competent jurisdiction. No tender of Class A Common Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Depositary, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice.

9.   Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal, and the Substitute Form W-9 may be directed to the Information Agent at its address set forth on the back cover of this Letter of Transmittal.

10.   Lost, Destroyed or Stolen Certificates. If your certificate(s) for part or all of your Class A Common Shares has been lost, stolen, destroyed or mutilated, you should contact Continental Stock Transfer & Trust Company at (917) 262-2378 for information regarding replacement of lost securities. The Depositary will provide you with instructions on how to obtain a replacement certificate. You may be asked to post a bond to secure against the risk that the certificate may be subsequently recirculated. There may be a fee and additional documents may be required to replace lost certificates. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, stolen, destroyed or mutilated certificates have been followed. You are urged to send the properly completed Letter of Transmittal to the Depositary immediately to ensure timely processing of documentation. If you have questions, you may contact Continental Stock Transfer & Trust Company at (917) 262-2378.


IMPORTANT. This Letter of Transmittal (or a manually signed facsimile hereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, and any other required documents, must be received by the Depositary prior to the Expiration Date and either certificates for tendered Class A Common Shares must be received by the Depositary or Class A Common Shares must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the Expiration Date.

IMPORTANT TAX INFORMATION

THE ENCLOSED SUBSTITUTE FORM W-9 SHOULD BE COMPLETED AND SIGNED IF YOU ARE A U.S. PERSON (AS DETERMINED FOR U.S. FEDERAL INCOME TAX PURPOSES). IF YOU ARE A FOREIGN PERSON (OR A DOMESTIC DISREGARDED ENTITY THAT HAS A FOREIGN OWNER), DO NOT COMPLETE FORM W-9. INSTEAD COMPLETE AN APPROPRIATE IRS FORM W-8.

Under the U.S. federal income tax law, a shareholder whose tendered Class A Common Shares are accepted for payment is required by law to provide the Depositary (as payor) with such shareholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below (or otherwise must indicate that such shareholder is awaiting a TIN). If such shareholder is an individual, the TIN is such shareholder's social security number. If the Depositary is not provided with the correct TIN, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service, or IRS, and payments that are made to such shareholder with respect to Class A Common Shares purchased pursuant to the Offer may be subject to backup withholding tax of 28% (or the then prevailing rate).

Certain shareholders including, among others, certain Non-U.S. Holders, are not subject to these backup withholding requirements. In order for a Non-U.S. Holder to qualify as an exempt recipient, such Non-U.S. Holder must submit an IRS Form W-8BEN (or other applicable IRS Form or substitute forms), signed under penalties of perjury, attesting to such shareholder's exempt status. An IRS Form W-8BEN (or other applicable IRS Form) can be obtained from the Depositary or from the IRS website at www.irs.gov. Exempt shareholders (other than Non-U.S. Holders) should furnish their TIN, write "Exempt" in Part II on the face of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Depositary. See the accompanying Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. Shareholders should consult their tax advisors as to qualification for exemption from backup withholding tax and the procedures for obtaining such exemption.

If backup withholding tax applies, the Depositary is required to withhold 28% (or the then prevailing rate) of any payments made to the shareholder. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided the required information is furnished to the IRS on a timely basis.

Purpose Of Substitute Form W-9

To prevent backup withholding tax on payments that are made to a shareholder with respect to Class A Common Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of such shareholder's correct TIN by completing the form below certifying that (a) the TIN provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN) and (b) that (i) such shareholder is exempt from backup withholding, (ii) such shareholder has not been notified by the IRS that such shareholder is subject to backup withholding tax as a result of a failure to report all interest or dividends or (iii) the IRS has notified such shareholder that such shareholder is no longer subject to backup withholding tax.

What Number To Give The Depositary

The shareholder is required to give the Depositary the social security number or employer identification number of the record holder of the Class A Common Shares tendered hereby. If the Class A Common Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the shareholder should write "Applied For" in the space provided for the TIN in Part I, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I and the Depositary is not provided with a TIN by the time for payment, the Depositary will withhold 28% (or the then prevailing rate) of all payments of the Purchase Price to such shareholder until a TIN is provided.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PAYOR'S NAME: Continental Stock Transfer & Trust Company
 
Payee's Name:
 
Payee's Business Name (if different from above):
 
Payee's Address:
 
Mark
Appropriate
Box:
 
 
[     ]
Limited
Liability
Company
 
 
[     ]
Individual/Sole
Proprietor
 
[     ]
Corporation
 
[     ]
Partnership
 
 
[     ]
Other
SUBSTITUTE
FORM
W-9
 
 
Enter appropriate tax classification (check one)
1. disregarded  [     ]
    entity
2. corporation   [     ]
3. partnership    [     ]
 
 
 
 
 
Department
of the
Treasury
 
 
Part I — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
 
 
TIN: 
Social Security Number
OR
Employer Identification Number
 
 
 
 
Internal
Revenue
Service
 
 
Part II — For Payees exempt from backup withholding, write "Exempt" here and sign and date below (see the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein)
 
 
 
 
Payor's
Request for
Taxpayer
Identification
Number
("TIN") and
Certification
 
 
Part III — Certification — Under penalties of perjury, I certify that: 

(1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and 
(3) I am a U.S. person (including a U.S. resident alien).
 
 
 
 
 
 
 
Certification Instructions — You must cross out item (2) of Part III above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see the instructions in the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute From W-9.)
 
 
 

Signature: -
 
 

Date: - -
 
 
NOTE:  
 
FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.



YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN THE SPACE FOR THE TIN PROVIDED ABOVE IN THIS SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me and that either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Depositary by the time of payment, 28% (or the then prevailing rate) of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature:
   
Date:
 
 

 


The Letter of Transmittal, certificates for Class A Common Shares and any other required documents should be sent or delivered by each shareholder of the Company or such shareholder's bank, broker, dealer, trust company or other nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Offer is:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Attn: Reorganization Department
1 State Street, 30th Floor
New York, NY 10004

By Facsimile (for Eligible Institutions only)
   
   
   
Confirm Receipt of Facsimile by Telephone:
(212) 616-7610
   
   
   
(917) 262-2378
 
Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of instructions via a facsimile number other than as set forth above, will not constitute a valid delivery to the Depositary.
Questions and requests for assistance may be directed to the Information Agent at the address set forth below. Additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Information Agent. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer.
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Telephone: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400
Email:  HUNT.info@morrowsodali.com



GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
 
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
 
For this type of account:
 
Give the name and SOCIAL
SECURITY number of—
 
For this type of account:
 
Give the name and
EMPLOYER
IDENTIFICATION
number of—
1.    An individual's account
 
The individual
 
6.    A valid trust, estate, or pension trust
 
The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
 
 
 
 
 
 
 
2.    Two or more individuals (joint account)
 
The actual owner of the account or, if combined funds, the first individual on the account(1)
 
7.    Corporate or LLC electing corporate status on Form 8832
 
The corporation
 
 
 
 
 
 
 
3.   Custodian account of a minor (Uniform Gift to Minors Act)
 
The minor(2)
 
8.    Religious, charitable, or educational organization account
 
The organization
 
 
 
 
 
 
 
 
 
 
 
9.    Partnership or multi-member LLC
 
The partnership
 
 
 
 
 
 
 
4.    (a) The usual revocable savings trust (grantor is also trustee)
 
The grantor-trustee(1)
 
10.  Association, club, or other tax-exempt organization
 
The organization
 
 
 
 
 
 
 
(b) So-called trust account that is not a legal or valid trust under state law
 
The actual owner(1)
 
11.  VA broker or registered nominee
 
The broker or nominee
 
 
 
 
 
 
 
5.     Sole proprietorship or single-owner LLC
 
The owner(3)
 
12.  Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments
 
The public entity
 
(1)
List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person's number must be furnished.
(2)
Circle the minor's name and furnish the minor's social security number.
(3)
You must show your individual name and you may also enter your business or "DBA" name on the second line. You may use your Social Security Number or Employer Identification Number. If you are a sole proprietor, the IRS encourages you to use your Social Security Number.
(4)
List first and circle the name of the legal trust, estate, or pension trust.

NOTE:
If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
 
 
 
 
 

 
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
 
Obtaining a Number
 
If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.
 
Payees Exempt from Backup Withholding
 
Payees specifically exempted from backup withholding on ALL payments include the following:
 
·
An organization exempt from tax under section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7);
·
The U.S. or any agency or instrumentality thereof;
·
A State, the District of Columbia, a possession of the U.S., or any subdivision or instrumentality thereof;
·
A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof; and
·
An international organization or any agency, or instrumentality thereof.
 
Payees that may be exempt from withholding or certain types of payments include:
 
·
A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.;
·
A corporation;
·
A financial institution;
·
A real estate investment trust;
·
A common trust fund operated by a bank under section 584(a);
·
An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1);
·
An entity registered at all times under the Investment Company Act of 1940; and
·
A foreign central bank of issue.
 

 

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:
 
·
Payments to nonresident aliens subject to withholding under section 1441;
·
Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner;
·
Payments of patronage dividends where the amount received is not paid in money; and
·
Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:
 
·
Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer;
·
Payments of tax-exempt interest (including exempt-interest dividends under section 852);
·
Payments described in section 6049(b)(5) to non-resident aliens;
·
Payments on tax-free covenant bonds under section 1451; and
·
Payments made by certain foreign organizations.
 
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. NON U.S. HOLDERS SHOULD ALSO COMPLETE FORM W-8BEN TO CERTIFY THAT THEY ARE EXEMPT PAYEES. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
 
Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6042, 6044, 6045, 6050A, and 6050N and the regulations issued thereunder.
 
Privacy Act Notice—Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.
 


Penalties
 
Penalty for Failure to Furnish Taxpayer Identification Number—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
 
Civil Penalty for False Information with Respect to Withholding—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
 
Criminal Penalty for Falsifying Information—Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
 
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.
 

EX-99.(A)(5)(B) 4 d8090662_ex99a-5.htm
Exhibit (a)(5)(B)
 
Hunter Maritime Acquisition Corp. Announces Increased Offer Price in Extension Tender Offer and Monthly Extension Contribution

October 23, 2018 - Hunter Maritime Acquisition Corp. (Nasdaq: HUNT) (the "Company" or "Hunter") announced today that it has increased the price it will offer to pay for up to 14,173,100 of its Class A common shares, par value $0.0001 per share, in its previously announced tender offer (the "Extension Tender Offer") from $10.00 to $10.125 per Class A common share.
 
On October 5, 2018, the Company filed proxy solicitation materials for a special meeting of shareholders to consider proposals to extend the date by which it must consummate an initial business combination from November 23, 2018 to April 23, 2019 (the "Extension"), in furtherance of a proposed business combination with NCF Wealth Holdings Limited announced on that same date (the "NCF Merger"). The Extension Tender Offer is being conducted pursuant to the Company's amended and restated articles of incorporation in connection with the Extension.
 
The Company also announced today that, if the Extension Tender Offer is completed and the Extension is approved, CMB NV (the "Sponsor"), or persons on its behalf,  has agreed to contribute to the Company $0.03 for each Class A common share that is not purchased in the Extension Tender Offer for each calendar month commencing on November 23, 2018 (the day by which the Company is currently required to complete its initial business combination) until April 23, 2019, or such earlier date that the Company completes its initial business combination (the "Monthly Extension Contribution").
 
The Class A common shares are currently listed on the Nasdaq Capital Market under the symbol "HUNT."  On October 22, 2018, the last reported sale price of the Class A common shares was $9.94 per share.  The Extension Tender Offer will expire at 5:00 p.m. New York City time on November 6, 2018, unless extended or earlier terminated by the Company (the "Expiration Date").
 
If the Extension is not approved or the Extension Tender Offer is not completed by November 23, 2018 (including as a result of more than 14,173,100 shares being tendered in the Extension Tender Offer), the Extension will not be effected. In such event, the Company will, as promptly as reasonably possible after November 23, 2018, but not more than ten business days thereafter, distribute the aggregate amount then on deposit in the Company's trust account, pro rata to its public shareholders in an amount of approximately $10.125 per Class A common share, by way of redemption and cease all operations except for the purposes of making such distributions and winding up of its affairs.
 
If the Extension is approved and the Extension Tender Offer is completed by November 23, 2018, the Company intends to consummate the NCF Merger, or another business combination in the event that the NCF Merger is not consummated, and conduct redemptions of Class A common shares pursuant to a second tender offer conducted pursuant to the Company's amended and restated articles of incorporation (the "Acquisition Tender Offer") as soon as possible, but no later than April 23, 2019. In the event an initial business combination is not consummated by April 23, 2019, the Company will, as promptly as reasonably possible after April 23, 2019, but not more than ten business days thereafter, distribute the aggregate amount then on deposit in the Company's trust account pro rata to its public shareholders by way of redemption and cease all operations except for the purposes of making such distributions and winding up of its affairs. The purchase price in the Acquisition Tender Offer or any redemption in connection with a liquidation following the approval of the Extension and completion of the Extension Tender Offer will be approximately $10.125 per Class A common share plus the aggregate amount of the Monthly Extension Contribution. Accordingly, if the Extension is approved and the Extension Tender Offer is completed, and assuming the Company takes the full period of the Extension to complete an initial business combination, the redemption amount per share in the Acquisition Tender Offer or in the event of the Company's liquidation will be approximately $10.275 per Class A common share, in comparison to the purchase price of $10.125 per share in the Extension Tender Offer.
 
Only Class A common shares validly tendered, and not properly withdrawn, will be purchased by the Company pursuant to the Extension Tender Offer. The Company's obligation to purchase Class A common shares pursuant to the Extension Tender Offer is subject to the satisfaction of certain conditions.  There will be no proration in the event more than 14,173,100 Class A common shares are validly tendered and not properly withdrawn. Class A common shares tendered pursuant to the Extension Tender Offer but not purchased by the Company in the Extension Tender Offer will be returned at the Company's expense promptly following the expiration of the Extension Tender Offer.  The Company's Sponsor and the members of its management team have agreed to waive their redemption rights with respect to any Class A common shares they have acquired.
 
The Company's board of directors recommends that existing shareholders not tender their Class A common shares after they review the Offer to Purchase, contained in the Company's tender offer statement on Schedule TO, as amended, which has been filed with the U.S. Securities and Exchange Commission (the "SEC") and which has been distributed to shareholders.
 
About Hunter Maritime Acquisition Corp.
 
Hunter Maritime Acquisition Corp. is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, debt acquisition, stock purchase, reorganization or other similar business combination, assets or one or more operating businesses.
 
Important Legal Information
 
The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell securities of the Company. The Company has filed a tender offer statement on Schedule TO, as amended, containing an offer to purchase, form of letter of transmittal and other documents relating to the Extension Tender Offer. These documents contain important information about the Extension Tender Offer that should be read carefully and considered before any decision is made with respect to the Extension Tender Offer. These materials will be made available to the shareholders of the Company at no expense to them. In addition, such materials (and all other documents filed by the Company with SEC are, and will be, available at no charge from the SEC through its website at www.sec.gov. Shareholders may also obtain free copies of the documents filed with the SEC by the Company by directing a request to Morrow Sodali LLC, as Information Agent for the Extension Tender Offer, by telephone at: (800) 662-5200 or by email at: HUNT.info@morrowsodali.com.
 
On October 5, 2018, the Company furnished proxy solicitation materials for a special meeting of shareholders to consider proposals to approve the Extension. On October 22, 2018, the company furnished a supplement to those materials.  Shareholders of the Company are urged to read the proxy solicitation materials, as so supplemented, Extension Tender Offer documents and the other relevant materials before making any decision with respect to the Extension and the Extension Tender Offer because they contain important information about the Extension and the Extension Tender Offer.
 
This press release contains "forward looking statements." Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "may," "should" and similar expressions are forward looking statements. These statements are not historical facts but instead represent only the Company's belief regarding future results, many of which, by their nature are inherently uncertain and outside of the Company's control. Actual results may differ, possibly materially, from those anticipated in these forward looking statements. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
 
Contact Information

Hunter Maritime Acquisition Corp.
Ludovic Saverys
Chief Financial Officer
Tel: +32 3 - 247 59 10
E-mail: ludovic.saverys@cmb.be

Investor Relations/Media
Morrow Sodali LLC
Tel: (800) 662-5200
E-mail: HUNT.info@morrowsodali.com