Hunter Maritime Acquisition Corp. Enters into a Merger Agreement with NCF Wealth Holdings Limited
Hunter Maritime Acquisition Corp., a special purpose acquisition company, announced that on October 5, 2018 it entered into a definitive agreement to complete a business combination (the “Transaction”) with NCF Wealth Holdings Limited (“NCF”). The Company has established a wholly-owned subsidiary that will acquire NCF by way of merger in an all-stock transaction which values NCF at an equity value of $2,000,000,000, whereby Hunter has agreed to issue 200,000,000 Class A common shares to the shareholders of NCF at the closing of the merger. The shareholders of NCF shall also be entitled to receive up to 50,000,000 additional Class A common shares if Hunter meets certain financial performance targets for the 2019 and 2020 fiscal years.
NCF is a fintech company in China. Among other businesses, NCF operates an online consumer and business finance marketplace in China, focused on facilitating the origination of debt financing by directly connecting individual and commercial borrowers with lenders as an alternative to traditional lending sources. NCF generates revenues primarily from fees charged to borrowers for services in matching them with lenders through the facilities of its online platform. NCF’s platform does not pool funds from investors or grant loans to any customer or provide any credit services; that is, NCF does not itself finance the loans offered on its platform with its own funds.
Currently, the Company’s charter provides that it must acquire, 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 on or prior to November 23, 2018 (the “Termination Date”). Since the Company does not believe that it will be able to complete the Transaction prior to the Termination Date, the Company intends to call a special meeting of its shareholders to extend such termination date for a period of five months until April 23, 2019, in order for the Company to complete the Transaction.
In connection with a charter amendment to extend the Termination Date, and also in connection with the consummation of the Transaction, the Company is required pursuant to its charter to offer to purchase Class A common shares, par value $0.0001 per share, that were sold in the Company’s initial public offering, at a purchase price equal to each Class A common shareholder’s pro rata share of the amounts on deposit in the Trust Account, subject to certain conditions.
The closing of the Transaction is conditioned upon the satisfaction of certain conditions, including but not limited to Hunter having at least $5,000,001 of net tangible assets on the closing date, Hunter’s initial listing application with the Nasdaq Stock Market in connection with the Transaction being approved and NCF having obtained stockholder approval of the Transaction.
The Company will submit a Report of Foreign Private Issuer on Form 6-K disclosing further details on the Transaction and Tender Offer and attaching copies of the definitive agreements relating to the Transaction.
Source: Hunter Maritime Acquisition Corp.