July 3, 2019
Jia Sheng
Chief Executive Officer and Director
Hunter Maritime Acquisition Corp.
Tower A, WangXin Building
28 Xiaoyun Rd
Chaoyang District, Beijing, 100027
Re: Hunter Maritime Acquisition Corp.
Form 20-F for the Fiscal Year Ended December 31, 2018
Response dated June 14, 2019
File No. 001-37947
Dear Mr. Sheng:
We have reviewed your June 14, 2019 response to our comment letter and
have the
following comments. In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
May 31, 2019 letter.
Form 20-F for Fiscal Year Ended December 31, 2018
Our Service Process for E-APP Products, page 37
1. We note from your response to comment four that if E-APP product is not
fully
subscribed within the subscription period the local financial asset
exchange ("exchange")
will provide the subscribed-for amount to the borrower. Please revise
your future filings
to address the following:
Expand your disclosure to more clearly explain what is a "local
financial asset
exchange".
Clarify whether you, or any other party (related or not), have any
obligation or
guaranty when funding is provided by an exchange.
Jia Sheng
FirstName LastNameJia Sheng
Hunter Maritime Acquisition Corp.
Comapany NameHunter Maritime Acquisition Corp.
July 3, 2019
July 3, 2019 Page 2
Page 2
FirstName LastName
2. We note your response to comment four relating to performance guaranty
obligations and
that 31.0% of your 2018 E-APP transaction volume was guaranteed by
related parties (i.e.,
entities owned by your founder(s) or key management of the company).
Please address the
following:
Tell us, and revise your future filings to clarify, where (and how)
in the service process
for E-APP products borrowers are introduced to guarantors. In this
regard, clarify
if borrowers may provide their own guarantors. In addition,
clarify if there is a
separate fee that borrowers or you must pay to related parties for
guarantor services
and quantify the fee amounts.
Tell us, and revise your future filings to discuss, if the company
has receivables from
related parties related to guaranty obligations. Quantify the
amounts and tell us where
those amounts are presented within Note 19 (Related Party
Transactions and Balances)
within your notes to the combined and consolidated financial
statements.
Revise your disclosure in future filings to specify the names of the
related parties.
Also, tell us if the related parties (i.e., the guarantors) are
variable interest entities
and provide us with your accounting analysis. Refer to ASC 810-10.
We understand from your response to comment 20 (refer to the 3rd
bullet point) that
none of your officers, or any other related parties are required,
explicitly or implicitly,
to fund any shortfall if the guarantor is unable to fulfill their
guaranty obligations to
lenders. Reconcile this statement with your disclosure on page
F-36 (Guarantor -
Related Parties) as well as the the fact that 31.0% of your E-APP
transaction volume is
guaranteed by related parties (i.e., entities owned by your
founder(s) or key
management of the company).
Stage 4 Loan Disbursement, page 37
3. We note your response to comment five relating to the service fees you
charge. Please tell
us your accounting in the event that the borrower does not authorize
the custodian bank to
transfer the service fees.
Key Factors Affecting Results of Operations
The regulatory environment in China, page 57
4. We note your response to comment 10. Please revise your future filings
to address the
following:
Provide additional disclosure to discuss why you expect these
regulations will only
have a temporary impact on your business.
Provide disclosure which discusses the details of the "three
reductions" including the
implementation of the reductions and any other details that would
help investors
understand the timing and expected current and continuing impact
on your financial
statements.
Discuss if, and how, the "three reductions" will impact your E-APP
services.
Item 5. Operating and Financial Review and Prospects
Jia Sheng
Hunter Maritime Acquisition Corp.
July 3, 2019
Page 3
Key Operational Metrics, page 63
5. We note your response to comment 13. Please explain to us why you
believe annualized
transaction volume is more directly correlated with revenue, as well
as, why you believe it
better reflects your operating performance.
6. We note you response to comment 15. Please tell us how the average fee
rates in your
proposed disclosure reconcile with those presented in your response to
comment 14.
7. Please revise your future filings to disclose the compensation rates
for your E-APP
services.
You may contact Michael Henderson, Staff Accountant at 202-551-3364 or
Hugh West,
Accounting Branch Chief at 202-551-3872 if you have any questions.
FirstName LastNameJia Sheng Sincerely,
Comapany NameHunter Maritime Acquisition Corp.
Division of
Corporation Finance
July 3, 2019 Page 3 Office of
Financial Services
FirstName LastName