0000919574-19-001181.txt : 20190213 0000919574-19-001181.hdr.sgml : 20190213 20190213161032 ACCESSION NUMBER: 0000919574-19-001181 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89715 FILM NUMBER: 19597215 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: Bocimar Hunter NV CENTRAL INDEX KEY: 0001697775 IRS NUMBER: 000000000 STATE OF INCORPORATION: C9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: DE GERLACHEKAAI 20 CITY: ANTWERP STATE: C9 ZIP: BE 2000 BUSINESS PHONE: 323-247-59-11 MAIL ADDRESS: STREET 1: DE GERLACHEKAAI 20 CITY: ANTWERP STATE: C9 ZIP: BE 2000 SC 13G/A 1 d8189225_13g-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 
Hunter Maritime Acquisition Corp.
(Name of Issuer)


Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
Y37828111
(CUSIP Number)

 
December 31, 2018
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_]  Rule 13d-1(b)

[_]  Rule 13d-1(c)

[X]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No.
Y37828111
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Bocimar Hunter NV*
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
3.
SEC USE ONLY
  
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Belgium
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
0
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
0
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
0
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
           [_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
0%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO
  

* On September 27, 2018, Bocimar Hunter NV transferred 3,793,275 Class B common shares to CMB NV, its sole shareholder. Class B common shares of the Issuer are convertible into an equal number of Class A common shares of the Issuer upon the Issuer’s consummation of an initial business combination.  Following the transfer of these shares, Bocimar Hunter NV does not beneficially own any common shares of the Issuer.



CUSIP No.
Y37828111
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
CMB NV
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
3.
SEC USE ONLY
  
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Belgium
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
3,993,275
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
3,993,275
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
3,993,275
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
            [_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
66.9% **
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
  

** On October 5, 2018, the Issuer entered into a merger agreement with NCF Wealth Holdings Limited, a British Virgin Islands company (“NCF”), pursuant to which NCF will merge with and into a wholly-owned subsidiary of the Issuer, with NCF continuing as the surviving company and a wholly-owned subsidiary of the Issuer (the “Merger”). The Issuer expects to issue 200,000,000 Class A common shares to the NCF shareholders as consideration for, and upon closing of, the Merger (the “Consideration Shares”). On November 6, 2018, the Issuer completed a tender offer of its Class A common shares in connection with an amendment to its Amended and Restated Articles of Incorporation to extend the deadline by which it must complete a business combination (the “Extension Tender Offer”). Following the completion of the Extension Tender Offer, the Issuer had 5,967,025 shares of common stock outstanding, which includes 3,793,275 Class A common shares that are issuable upon conversion of the Class B common shares held by the reporting person. Upon closing of the Merger and issuance of the Consideration Shares, the Reporting Person expects to beneficially own approximately 2% of the Issuer’s issued and outstanding common stock.

CUSIP No.
Y37828111
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Saverco NV
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
3.
SEC USE ONLY
  
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Belgium
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
3,993,275
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
3,993,275
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
3,993,275
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
            [_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
66.9%**
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
  

** On October 5, 2018, the Issuer entered into a merger agreement with NCF, pursuant to which NCF will merge with and into a wholly-owned subsidiary of the Issuer, with NCF continuing as the surviving company and a wholly-owned subsidiary of the Issuer. The Issuer expects to issue 200,000,000 Class A common shares to the NCF shareholders as consideration for, and upon closing of, the Merger. On November 6, 2018, the Issuer completed a tender offer of its Class A common shares in connection with an amendment to its Amended and Restated Articles of Incorporation to extend the deadline by which it must complete a business combination. Following the completion of the Extension Tender Offer, the Issuer had 5,967,025 shares of common stock outstanding, which includes 3,793,275 Class A common shares that are issuable upon conversion of the Class B common shares held by the reporting person. Upon closing of the Merger and issuance of the Consideration Shares, the Reporting Person expects to beneficially own approximately 2% of the Issuer’s issued and outstanding common stock.

CUSIP No.
Y37828111
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Marc Saverys
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
3.
SEC USE ONLY
  
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Belgium
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
3,993,275
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
3,993,275
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
3,993,275
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
            [_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
66.9%**
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
  

** On October 5, 2018, the Issuer entered into a merger agreement with NCF, pursuant to which NCF will merge with and into a wholly-owned subsidiary of the Issuer, with NCF continuing as the surviving company and a wholly-owned subsidiary of the Issuer. The Issuer expects to issue 200,000,000 Class A common shares to the NCF shareholders as consideration for, and upon closing of, the Merger. On November 6, 2018, the Issuer completed a tender offer of its Class A common shares in connection with an amendment to its Amended and Restated Articles of Incorporation to extend the deadline by which it must complete a business combination. Following the completion of the Extension Tender Offer, the Issuer had 5,967,025 shares of common stock outstanding, which includes 3,793,275 Class A common shares that are issuable upon conversion of the Class B common shares held by the reporting person. Upon closing of the Merger and issuance of the Consideration Shares, the Reporting Person expects to beneficially own approximately 2% of the Issuer’s issued and outstanding common stock.

CUSIP No.
Y37828111
    

Item 1.
(a).
Name of Issuer:
  
       
   
Hunter Maritime Acquisition Corp.
  

 
(b).
Address of issuer's principal executive offices:
  
       
   
c/o MI Management Company
Trust Company Complex, Suite 206
Ajeltake Road, P.O. Box 3055
Majuro, Marshall Islands MH 96960
  

Item 2.
(a).
Name of person filing:
  
       
   
Bocimar Hunter NV
CMB NV
Saverco NV
Marc Saverys
  
 
 
(b).
 
Address or principal business office or, if none, residence:
  
       
   
Bocimar Hunter NV
De Gerlachekaai 20
Antwerp, Belgium
BE 2000
 
CMB NV
De Gerlachekaai 20
Antwerp, Belgium
BE 2000
 
Saverco NV
De Gerlachekaai 20
Antwerp, Belgium
BE 2000
 
Marc Saverys
c/o CMB NV
De Gerlachekaai 20
Antwerp, Belgium
BE 2000
  

 
(c).
Citizenship:
  
       
   
Bocimar Hunter NV—Belgium
CMB NV—Belgium
Saverco NV—Belgium
Marc Saverys—Belgium
  

 
(d).
Title of class of securities:
  
       
   
Class A Common Stock, par value $0.0001 per share
  


 
(e).
CUSIP No.:
  
       
   
Y37828111
  


Item 3.
  
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
 

 
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
Bocimar Hunter NV—0
CMB NV—3,993,275
Saverco NV—3,993,275
Marc Saverys—3,993,275

 
(b)
Percent of class:
     
   
Bocimar Hunter NV—0%
CMB NV—66.9%
Saverco NV—66.9%
Marc Saverys—66.9%


 
(c)
Number of shares as to which Bocimar Hunter NV has:

   
(i)
Sole power to vote or to direct the vote
0
  
         
   
(ii)
Shared power to vote or to direct the vote
0
  
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
  
         
   
(iv)
Shared power to dispose or to direct the disposition of
0
  

 

Number of shares as to which CMB NV has:

   
(i)
Sole power to vote or to direct the vote
0
  
         
   
(ii)
Shared power to vote or to direct the vote
3,993,275
  
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
  
         
   
(iv)
Shared power to dispose or to direct the disposition of
3,993,275
  

 

Number of shares as to which Saverco NV has:

   
(i)
Sole power to vote or to direct the vote
0
  
         
   
(ii)
Shared power to vote or to direct the vote
3,993,275
  
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
  
         
   
(iv)
Shared power to dispose or to direct the disposition of
3,993,275
  

 

Number of shares as to which Marc Saverys has:

   
(i)
Sole power to vote or to direct the vote
0
  
         
   
(ii)
Shared power to vote or to direct the vote
3,993,275
  
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
  
         
   
(iv)
Shared power to dispose or to direct the disposition of
3,993,275
  

Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
 
As of September 27, 2018, Bocimar Hunter NV ceased to be the beneficial owner of more than five percent of the Issuer’s Class A common stock.


Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
Not Applicable
 
 
Item 7.
 
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
Not Applicable
   

Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d -1(d), attach an exhibit stating the identity of each member of the group.
 
 
Not Applicable
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
Not Applicable
   

Item 10.
Certification.

 
Not Applicable





SIGNATURE

After reasonable 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.

Date:  February 13, 2019

 
BOCIMAR HUNTER NV*
 
 
 
By:
/s/ Alexander Saverys
   
Name:
Alexander Saverys
   
Title:
Director
       
       
 
By:
/s/ Ludovic Saverys
   
Name:
Ludovic Saverys
   
Title:
Director
       

 
CMB NV*
 
 
 
By:
/s/ Ludwig Criel
   
Name:
Ludwig Criel
   
Title:
Director
       
       
 
By:
/s/ Ludovic Saverys
   
Name:
Ludovic Saverys
   
Title:
Director
       

 
SAVERCO NV*
 
 
 
By:
/s/ Marc Saverys
   
Name:
Marc Saverys
   
Title:
Director
       
       
 
By:
/s/ Ludovic Saverys
   
Name:
Ludovic Saverys
   
Title:
Director
       

 
MARC SAVERYS*
 
 
 
By:
/s/ Marc Saverys
   
Name:
Marc Saverys
       


*
The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

JOINT FILING AGREEMENT

Each of the undersigned hereby consents and agrees to the joint filing of this Schedule 13G/A, including any amendment thereto, relating to the Class A Common Stock, par value $0.0001 per share, of Hunter Maritime Acquisition Corp.

Date:  February 13, 2019

 
BOCIMAR HUNTER NV
 
 
 
By:
/s/ Alexander Saverys
   
Name:
Alexander Saverys
   
Title:
Director
       
       
 
By:
/s/ Ludovic Saverys
   
Name:
Ludovic Saverys
   
Title:
Director
       

 
CMB NV
 
 
 
By:
/s/ Ludwig Criel
   
Name:
Ludwig Criel
   
Title:
Director
       
       
 
By:
/s/ Ludovic Saverys
   
Name:
Ludovic Saverys
   
Title:
Director
       

 
SAVERCO NV
 
 
 
By:
/s/ Marc Saverys
   
Name:
Marc Saverys
   
Title:
Director
       
       
 
By:
/s/ Ludovic Saverys
   
Name:
Ludovic Saverys
   
Title:
Director
       

 
MARC SAVERYS
 
 
 
By:
/s/ Marc Saverys
   
Name:
Marc Saverys