NCF Wealth Holdings Ltd entered into a definitive agreement to acquire Hunter Maritime Acquisition Corp. (NasdaqCM:HUNT) in a reverse merger transaction on October 5, 2018. Under the terms, Hunter Maritime will issue 200 million Class A common shares and additional 20 million Class A common shares if the combined entity achieves net income before tax of CNY 825 million ($120.11 million) for the 2019 fiscal year, increasing proportionately up to 30 million Class A common shares if it achieves net income before tax of CNY 1.05 billion ($152.87 million) and 15 million Class A common shares if it achieves net income before tax of CNY 1.37 billion ($198.73 million) for the 2020 fiscal year, increasing proportionately up to 20 million Class A common shares if it achieves net income before tax of CNY 1.68 billion ($244.59 million). Upon closing, Hunter Maritime’s executive officers and Directors have agreed to resign from their respective positions. The Board of Directors of the combined entity is expected to consist of five members, all of which shall be designated by stockholders of NCF Wealth. Post closing, Huanxiang Li will be President and Director while Jia Sheng will be Chief Executive Officer and Director of the combined entity. The transaction is subject to, approval of transaction by shareholders of Hunter Maritime and NCF Wealth, Hunter Maritime having at least $5 million of net tangible assets on the closing date, listing approval of new shares by Nasdaq Stock Market, and each of the voting agreement, registration rights agreement, escrow agreement and class B conversion agreement being entered into and in full force and effect. As of October 5, 2018, Board of Directors of Hunter Maritime has approved the deal. Board of Directors of NCF Wealth has unanimously approved the transaction. As on October 31, 2018, the long stop date has been extended to April 23, 2019. The transaction is expected to complete by November 23, 2018. As per announcement made on March 20, 2019, the transaction is expected to close on or about March 21, 2019. Gary J Wolfe and Robert E. Lustrin of Seward & Kissel LLP acted as legal advisors to Hunter Maritime. Giovanni Caruso of Loeb & Loeb LLP acted as legal advisor to NCF Wealth.