FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934



For the month of October 2018

Commission File Number: 001-37947



HUNTER MARITIME ACQUISITION CORP.
(Translation of registrant's name into English)



c/o MI Management Company
Trust Company Complex, Suite 206
Ajeltake Road
P.O. Box 3055
Majuro, Marshall Islands
MH96960
(Address of principal executive office)



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F [X] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ___

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  o  No  x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): __________.


IMPORTANT NOTICES
 
Concurrently with the filing Report on Form 6-K (this "Report"), Hunter Maritime Acquisition Corp. (the "Company") is filing a supplement to the proxy materials, dated October 5, 2018 (the "Proxy Materials"), relating to its special meeting of shareholders to be convened on October 31, 2018 (the "Special Meeting"). At the Special Meeting, the Company will ask its shareholders to consider and vote on the (i) Extension Amendment and (ii) IMTA Amendment (together,  the "Shareholder Proposals"). Terms used but not defined in this Report have the meanings ascribed to them in the supplement to the Proxy Statement, which is attached to this Report as Exhibit 99.1.

The Company is also conducting the Extension Tender Offer for the Class A common shares to allow shareholders the opportunity to redeem their shares, if and when the Shareholder Proposals are approved, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, or $10.125 per share. In order to effect the Extension Amendment and the IMTA Amendment, the Company must complete the Extension Tender Offer, which is conditioned upon, among other things, no more than 14,173,100 Class A common shares having been validly tendered and not properly withdrawn at the expiration date of the Tender Offer.  The Extension Tender Offer is being made pursuant to a tender offer statement on Schedule TO and other offer documents that the Company filed on October 5, 2018. An amendment to the Schedule TO and a supplement to the related Offer to Purchase will be filed promptly following the filing of this Report in order to amend certain terms of the Extension Tender Offer and information relating thereto. The description of the Extension Tender Offer contained in this Report is not an offer to buy or the solicitation of an offer to sell securities. The Schedule TO, as amended (including the Offer to Purchase, the supplement thereto, the related letter of transmittal and other offer documents) will contain important information that should be read carefully and considered before any decision is made with respect to the Extension Tender Offer. These materials will be distributed free of charge to all shareholders of Hunter. In addition, all of these materials (and all other materials filed by Hunter with the SEC) will be available at no charge from the SEC through its website at www.sec.gov.

Hunter is mailing to its shareholders the supplement to the Proxy Materials in order to reflect, among other things (i) the increase of the purchase price per Class A common share in the Extension Tender Offer from $10.00 to $10.125 as a result of the Purchase Price Contribution, (ii) the increased Withdrawal Amount as a result of the increase in purchase price per Class A common share in the Extension Tender Offer, and (ii) the Monthly Extension Contribution.
 
Shareholders of Hunter are urged to read the Proxy Materials and Extension Tender Offer documents, including the amendments and supplements thereto, and the other relevant materials before making any investment decision with respect to the Shareholder Proposals and the Extension Tender Offer because such documents and materials will contain important information about the Shareholder Proposals and the Extension Tender Offer.
 
This Report, including the exhibits contained herein, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements relate to outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. When used in the proxy materials, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "potential" and "should," as they relate to us are intended to identify these forward-looking statements. All statements by us regarding our possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives and similar matters are forward-looking statements. These forward-looking statements are based on information available to Hunter as of the date of this Report and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Hunter's views as of any subsequent date and Hunter undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.
 


These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
 
 
·
the risk that more than 14,173,100 Class A common shares will be validly tendered and not properly withdrawn prior to the expiration date of the Extension Tender Offer which would then cause the Company to terminate the Extension Tender Offer;
 
·
the risk that shareholders do not approve the Shareholder Proposals, which would then cause the Company to terminate the Extension Tender Offer;
 
·
the risk that governmental and regulatory review of the Extension Tender Offer documents may result in the inability of Hunter to close the Extension Tender Offer by November 23, 2018;
 
·
the ability of Hunter to effect the Shareholder Proposals or consummate a business combination;
 
·
the risk that a condition to consummation of the Shareholder Proposals may not be satisfied or waived;
 
·
the ability to meet the Nasdaq listing standards, including having the requisite number of shareholders;
 
·
the risk that the NCF Merger is not completed;
 
·
potential changes in the legislative and regulatory environments; and
 
·
potential volatility in the market price of the Class A common shares.
 
Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. Except as may be required under applicable securities laws, including Rule 13e-4 under the Securities Exchange Act of 1934, as amended, Hunter undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise.
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

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



EXHIBIT INDEX
 
Exhibit No.
 
Description
99.1 
 
Supplement to Proxy Materials

 
HUNTER MARITIME ACQUISITION CORP.
c/o MI Management Company
Trust Company Complex, Suite 206, Ajeltake Road
P.O. Box 3055
Majuro, Marshall Islands, MH96960

SUPPLEMENT TO THE PROXY MATERIALS
FOR THE SPECIAL SHAREHOLDER MEETING
 TO BE HELD ON OCTOBER 31, 2018

This supplement (the "Supplement") to the proxy statement (the "Proxy Statement"), dated October 5, 2018, relates to the meeting of shareholders (the "Special Meeting") of Hunter Maritime Acquisition Corp. ("we", "us", "our", the "Company" or "Hunter") to be held at 10:00 a.m., Eastern Time, on Wednesday, October 31, 2018 at the offices of Hunter's counsel, Seward & Kissel LLP, located at One Battery Park Plaza, New York, NY 10004. Terms used but not defined in this Supplement have the meanings ascribed to them in the Proxy Statement.

The purpose of this Supplement is to amend and supplement the information contained in the Proxy Statement regarding the purchase price per share in the Extension Tender Offer that is running concurrently with this proxy solicitation through which we are offering shareholders an opportunity to redeem their Public Shares for a pro-rata portion of our Trust Account in the event our shareholders approve the Extension Amendment and the IMTA Amendment.

The Withdrawal Amount and The IMTA Amendment Proposal
We have increased the purchase price per Class A common share in the Extension Tender Offer (the "Purchase Price") from $10.00 per Class A common share to $10.125 per Class A common share. 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 as of the closing of the Extension Tender 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 Extension Tender Offer, in an amount necessary to make the total amount on deposit in the Trust Account as of the closing of the Extension Tender Offer $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.
Accordingly, the occurrence of the text "$10.00" in relation to the pro rata share of the Trust Account at the closing of the Extension Tender Offer is hereby amended to read "$10.125."
As a result in the increased Purchase Price in the Extension Offer, all occurrences of the text "$141,173,100" in relation to the Withdrawal Amount in the Proxy Statement (including the proxy card enclosed therewith) are hereby amended to read "$143,502,637.50".
In addition, each occurrence of the text "April 23, 2018" (including in Annex A to the Proxy Statement) is hereby amended to read "April 23, 2019".
The Monthly Extension Contribution
The disclosure under the heading "The Extension Amendment Proposal" in Proxy Statement, as well as any other applicable section of the Proxy Statement, is also supplemented to add that, if the Extension Amendment proposal and the IMTA Amendment proposal are approved at the Special Meeting and the Extension Tender Offer is completed, our Sponsor, or persons on its behalf, has agreed to contribute to us $ 0.03 for each Public Share that is not purchased in the Extension Tender 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 23 rd day of each subsequent month up to and including the Extended Date. Accordingly, if the Extension is approved and the Extension Tender 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 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 the Extension Tender 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 Extension Tender Offer is not completed.


Questions and Answers About the Special Meeting and the Proposals

The Proxy Statement is hereby amended to delete the answer to the question  "If the Extension Amendment proposal and the IMTA Amendment proposal are approved, what happens next?" under the heading "Questions and Answers About the Special Meeting and the Proposals"in  its entirety and to add the following answer:

" If the Extension Amendment proposal and the IMTA Amendment proposal are approved and the Extension Tender Offer is completed by November 23, 2018, we intend 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 for cash pursuant to the Second Tender Offer as soon as possible, but no later than April 23, 2019. The Extension Amendment will not become effective unless the Extension Tender Offer is completed by November 23, 2018.
 
Upon approval of at least two-thirds of our common shares outstanding as of the Record Date for the Special Meeting, and following the completion of the Extension Tender Offer, we will file an amendment to the charter with the Office of the Registrar of Corporations of the Republic of the Marshall Islands in the form set forth in  Annex A  hereto. We will remain a reporting company under the Exchange Act and our units, common stock and warrants will remain publicly traded.
 
If the Extension Amendment proposal and the IMTA Amendment proposal are approved by shareholders, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage of our common shares held by our Sponsor as a result of its ownership of the Class B common shares."

The Proxy Statement is hereby amended to delete the answer to the question  "What will happen if either of the Amendment Proposals are not approved?" under the heading "Questions and Answers About the Special Meeting and the Proposals"in  its entirety and to add the following answer:

"In the event that either of the Amendment Proposals are not approved, Hunter will terminate the Extension Tender Offer and, 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 Trust Account, in an amount expected to be equal to approximately $10.125 per Class A common share, 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. Any redemption of Public Shares from the Trust Account shall be effected automatically by function of the Charter prior to any voluntary winding up. If Hunter is required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to its public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Business Corporations Act. In that case, investors may be forced to wait beyond November 23, 2018 before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account."


The Proxy Statement is hereby amended to add the following question and answer under the heading "Questions and Answers About the Special Meeting and the Proposals":

"Q.
What happens if the Extension Tender Offer is not completed?
A.
If 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 Amendment will not become effective.  In such event, Hunter 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 Trust Account , in an amount expected to be equal to approximately $10.125 per Class A common share, 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. Any redemption of Public Shares from the Trust Account shall be effected automatically by function of the Charter prior to any voluntary winding up. If Hunter is required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to its public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Business Corporations Act. In that case, investors may be forced to wait beyond November 23, 2018 before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. "
The Proxy Statement is hereby amended to delete the section "The Extension Amendment Proposal—   Effect of Failure of the Extension Amendment" in its entirety and to replace it with the following:

"Effect of Failure of the Extension Amendment
 
If the Extension Amendment is not approved, Hunter 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 Trust Account (net of taxes payable), in an amount expected to be equal to approximately $10.125 per Class A common share, pro rata to the public shareholders by way of redemption, and cease all operations except for the purposes of winding up of our affairs, as further described herein. This redemption of public shareholders from the Trust Account shall be done automatically by function of our Charter and prior to any voluntary winding up.
 
If Hunter is required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to holders of the Public Shares, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Business Corporations Act. In that case, investors may be forced to wait beyond April 23, 2019 (assuming the Extension Amendment is approved) before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. Hunter's Sponsor has waived its rights to participate in any liquidation distribution with respect to their Class B common shares. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless."

The Proxy Statement is hereby amended to delete the first paragraphy of the section "Liquidation of the Trust Account" in its entirety and to replace it with the following:

"If either of the Amendment Proposals is not approved or the Extension Tender Offer is not consummated by November 23, 2018, we (i) will terminate the Extension Tender Offer, (i) cease all operations except for the purpose of winding up, (iii) as promptly as reasonably possible after November 23, 2018, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including investment earnings (less up to $100,000 of investment earnings to pay dissolution expenses and net of taxes payable and any amounts released to us to fund working capital requirements), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), and (iv) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii), to our obligations under Marshall Islands law to provide for claims of creditors and the requirements of other applicable law."

_________


This Supplement should be read together with the matters set forth in the Proxy Statement. In additions, shareholders are urged to review the Extension Tender Offer materials, including the Offer to Purchase, as may be supplemented or amended,  and Letter of Transmittal, and other related documents that Hunter has or will distribute to its shareholders as such materials contain important information about the Extension Tender Offer.

If you have already returned a validly executed proxy card, your votes will be recorded unless you submit a subsequent proxy or otherwise revoke your prior proxy prior to the special meeting. If your warrants or shares are held in "street name" you may revoke any prior vote or proxy by following the telephone and/or Internet voting procedures provided to you by your bank or broker until 11:59 P.M. Eastern Time on the day before the Special Meeting.
If you have any questions or need assistance voting your shares or if you would like additional copies of the proxy materials or if you have questions about the Extension Amendment or the IMTA Amendment or all proposals to be presented at the Special Meeting, or the Extension Tender Offer you should contact Hunter's proxy solicitation agent and Information Agent at the following address and telephone number:
 
Morrow Sodali LLC
470 West Avenue, Stamford, Connecticut 06902
Telephone: (800) 662-5200
Banks and brokerage firms: (203) 658-9400
HUNT.info@morrowsodali.com