Current Report Filing (8-k)
June 13 2018 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
June 13, 2018 (June 12, 2018)
Origo
Acquisition Corporation
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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001-36757
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N/A
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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708
Third Avenue
New
York, New York 10017
(Address
of Principal Executive Offices) (Zip Code)
(212)
634-4512
(Registrant’s
Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 12, 2018, in connection with the Meeting (as defined below), Origo Acquisition Corporation (the “
Company
”)
filed the Amendment (as defined below) with the Cayman Registrar of Companies. A copy of the Amendment is attached as Exhibit
3.1 hereto and is incorporated by reference herein.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
June 12, 2018, the Company held an extraordinary general meeting of shareholders (the “
Meeting
”). At the Meeting,
the Company’s shareholders approved an amendment (the “
Amendment
”) to the Company’s Amended and
Restated Memorandum and Articles of Association, as amended, extending the date by which the Company must consummate its initial
business combination to September 12, 2018 or such earlier date as determined by the Company’s board of directors (the “
Extension
Amendment
”). The final voting results for the Extension Amendment were as follows:
For
|
Against
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Abstentions
|
Broker
Non-Votes
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2,553,993
|
2,175
|
0
|
0
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Shareholders
holding 238,859 public shares exercised their right to convert such public shares into a pro rata portion of the trust account.
As a result, an aggregate of approximately $2.6 million (or approximately $10.92 per share) will be removed from the Company’s
trust account to pay such holders.
As
indicated in the Company’s proxy statement relating to the Meeting, since the Extension Amendment was approved, the Company’s
management has agreed to contribute to the Company as a loan $0.04 for each public share that was not converted, for each calendar
month (commencing on June 12, 2018 and on the 12th day of each subsequent month), or portion thereof, that is needed by the Company
to complete a business combination from June 12, 2018 until September 12, 2018, to be deposited in the Company’s trust account.
Accordingly, the Company’s management will contribute an aggregate of approximately $55,000 (the “
Contribution
”)
to the Company within seven calendar days from the beginning of each such calendar month (or portion thereof), with the initial
Contribution to be contributed by June 19, 2018. If the Company takes the full time through September 12, 2018 to complete the
initial business combination, the conversion amount per share at the meeting for such business combination or the Company’s
subsequent liquidation will be approximately $11.04 per share. The amount of the Contribution will not bear interest and will
be repayable by the Company to the lenders upon consummation of an initial business combination.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
Dated: June 13,
2018
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ORIGO
ACQUISITION CORPORATION
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By:
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/s/
Edward J. Fred
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Name: Edward
J. Fred
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Title: Chief
Executive Officer
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