Amended Statement of Ownership (sc 13g/a)
February 23 2017 - 11:37AM
Edgar (US Regulatory)
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 shares, $0.0001 par value
|
|
Warrants
to purchase Class A common shares
|
(Title
of Class of Securities)
|
Y37828111
(Class A common shares)
|
|
Y37828129
(Warrants)
|
(CUSIP
Number)
|
February
22, 2017
|
(Date
of Event That 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)
☐ 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 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
|
SCHEDULE
13G/A
|
PAGE
2 OF 6
|
CUSIP
No. Y37828129
1.
|
NAMES
OF REPORTING PERSONS
Shoei
Kisen Kaisha, Ltd.
|
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
Japan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
1,500,000
Class A common shares
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
1,500,000
Class A common shares
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
Class A common shares
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.89%
(1)
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
|
(1)
The percentage used in this Schedule 13G/A is calculated based upon an aggregate of 15,173,100 shares of Class A Common
Stock issued and outstanding, which is the sum of (i) 15,000,000 Class A common shares outstanding as of November 23, 2016, as
reported in the Issuer’s Report of Foreign Issuer on Form 6-K, filed with the Securities and Exchange Commission (the “SEC”)
on November 30, 2016 and (ii) the 173,100 Class A common shares issued by the Issuer on December 16, 2016 in relation to a partial
exercise of the over-allotment option for which an additional 173,100 Units were sold, as reported in the Issuer’s Report
of Foreign Issuer on Form 6-K filed with the SEC on December 20, 2016. For the purpose of this calculation, the number of “founder
shares” outstanding has not been taken into account. The founder shares are classified as Class B common shares, which will
automatically convert into Class A common shares at the time of Issuer’s initial business combination on a one-for-one basis,
subject to certain adjustments. Issuer has not completed an initial business combination as of February 22, 2017. For the reasons
stated in Item 4 of this filing, the Warrants (as described hereinafter) are being excluded from the beneficial ownership calculations
with regards to the Class A common shares.
CUSIP
No. Y37828111
|
SCHEDULE
13G/A
|
PAGE
3 OF 6
|
CUSIP
No. Y37828129
1.
|
NAMES
OF REPORTING PERSONS
Shoei
Kisen Kaisha, Ltd.
|
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
Japan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
750,000
Warrants
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
750,000
Warrants
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
Warrants
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.85%
(1)
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
|
(1)
On January 6, 2017, the Issuer announced that commencing on January 9, 2017 holders of the Issuer’s Units may elect
to separately trade the Class A common shares and warrants to purchase Class A common shares (“Warrant”). As of February
22, 2017, the aggregate number of Warrants beneficially owned by the Reporting Person is 750,000. The percentage used in this
Schedule 13G/A is calculated based upon 10,942,963 Warrants outstanding, which is the sum of (i) 10,833,333 Warrants outstanding
as of November 23, 2016, as reported in the Issuer’s Report of Foreign Issuer on Form 6-K, filed with the SEC on November
30, 2016 in connection with the consummation of Issuer’s IPO and (ii) 109,630 Warrants issued by the Issuer on December
16, 2016 as reported in the Issuer’s Report of Foreign Issuer on Form 6-K filed with the SEC on December 20, 2016 in connection
with a partial exercise of the over-allotment option granted to the underwriters in the Issuer’s IPO for an additional 173,100
Units; and a private sale of 23,080 additional Warrants.
CUSIP
No. Y37828111
|
SCHEDULE
13G/A
|
PAGE
4 OF 6
|
CUSIP
No. Y37828129
Item 1(a).
|
|
Name
of Issuer:
|
|
|
Hunter
Maritime Acquisition Corp.
|
Item 1(b).
|
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
Trust
Company Complex
Suite
206, Ajeltake Road
P.O.
Box 3055, Majuro
Marshall
Islands MH96960
|
Item 2(a).
|
|
Name
of Person(s) Filing:
|
|
|
Shoei
Kisen Kaisha, Ltd.
|
Item 2(b).
|
|
Address
of Principal Business Office, or, if None, Residence:
Shoei
Kisen Kaisha, Ltd.:
1-4-52, Koura-cho, Imabari-city, Ehime-pref., 799-2111, Japan
|
Item 2(c).
|
|
Citizenship:
|
|
|
Shoei
Kisen Kaisha, Ltd. is incorporated under the laws of Japan.
|
Item 2(d).
|
|
Title
of Class of Securities:
|
|
|
Units,
each consisting of one Class A common share, $0.0001 par value, and one-half Warrant
|
Item 2(e).
|
|
CUSIP
Number:
|
|
|
Y37828103
|
Item 3.
|
|
Not
Applicable
|
CUSIP
No. Y37828111
|
SCHEDULE
13G/A
|
PAGE
5 OF 6
|
CUSIP
No. Y37828129
Item
4.
|
|
Ownership:
|
|
|
On
November 22, 2016, the Reporting Person acquired 1,500,000 Units issued by the Issuer.
Each Unit consists of one Class A common share, $0.0001 par value, and one-half warrant
to purchase Class A common shares. Each full Warrant entitles the holder to purchase
one Class A common share at a price of $11.50 per share, commencing on the later of:
(i) 30 days after the consummation of the initial business combination of the Issuer;
and (ii) 12 months from the closing of the Issuer’s initial public offering (“IPO”)
which completed on November 23, 2016 as reported in the Issuer’s Report of Foreign
Issuer on Form 6-K filed with the SEC on the same day. As of February 22, 2017, the Warrants
are not excisable within 60 days and therefore are being excluded from the beneficial
ownership calculations with regards to the lass A common shares.
On
January 6, 2017, the Issuer announced that commencing on January 9, 2017 holders of the
Issuer’s Units may elect to separately trade the Class A common shares and Warrant.
As of February 22, 2017, the aggregate number of Warrants beneficially owned by the Reporting
Person is 750,000. The percentage used in this Schedule 13G/A is calculated based upon
10,942,963 Warrants outstanding, which is the sum of (i) 10,833,333 Warrants outstanding
as of November 23, 2016, as reported in the Issuer’s Report of Foreign Issuer on
Form 6-K, filed with the SEC on November 30, 2016 in connection with the consummation
of Issuer’s IPO and (ii) 109,630 Warrants issued by the Issuer on December 16,
2016 as reported in the Issuer’s Report of Foreign Issuer on Form 6-K filed with
the SEC on December 20, 2016 in connection with a partial exercise of the over-allotment
option granted to the underwriters in the Issuer’s IPO for an additional 173,100
Units; and a private sale of 23,080 additional Warrants.
The
information required by Items 4(a) – (c) is set forth in Rows (5) – (11)
and footnote (1) of the cover pages for the Reporting Person and is incorporated herein
by reference.
|
Item
5.
|
|
Ownership
of Five Percent or Less of a Class.
|
|
|
Not
Applicable
|
Item
6.
|
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
|
Not
Applicable.
|
Item
7.
|
|
Identification
and Classification of the Subsidiary That Acquired the Security Being Reported by the Parent Holding Company or Control Person.
|
|
|
Not
Applicable
|
Item
8.
|
|
Identification
and Classification of Members of the Group.
|
|
|
Not
Applicable
|
Item
9.
|
|
Notice
of Dissolution of the Group.
|
|
|
Not
Applicable
|
Item
10.
|
|
Certification:
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect.
|
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 22, 2017
|
Shoei Kisen Kaisha, Ltd.
:
|
|
|
|
|
|
By:
|
/s/
Keizo Kashiwagi
|
|
|
Name:
|
Keizo Kashiwagi
|
|
Title:
|
Director
|
Hunter Maritime Acquisit... (CE) (USOTC:HUNTF)
Historical Stock Chart
From Dec 2024 to Jan 2025
Hunter Maritime Acquisit... (CE) (USOTC:HUNTF)
Historical Stock Chart
From Jan 2024 to Jan 2025