The extraordinary general
meeting (the “extraordinary general meeting”) of shareholders of Origo Acquisition Corporation (“Origo,”
“Company,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held
at 10:00 a.m. ET on June 12, 2018, at the offices of Origo’s counsel Ellenoff Grossman & Schole LLP, 1345 Avenue of the
Americas, 11
th
Floor, New York, New York 10105, for the sole purpose of considering and voting upon the following proposals:
Each of the Extension
Amendment and the Adjournment Proposal is more fully described in the accompanying proxy statement. If the Extension Amendment
is approved, holders of ordinary shares issued in the Company’s initial public offering (the “IPO”, and such
shares sold in the IPO are referred to as the “public shares”) may elect to convert their public shares into their
pro rata portion of the funds held in the trust account (the “Conversion”) established at the time of the IPO (the
“trust account”). The Conversion shall take effect as a repurchase as a matter of Cayman Islands law.
Readers are cautioned
that although our securities are currently listed on The Nasdaq Stock Market LLC (“Nasdaq”), effective February 22,
2018, Nasdaq determined to delist our securities and as a result, trading of our securities on Nasdaq was suspended due to the
Company’s non-compliance with certain requirements for continued listing, including (i) the Company’s failure to complete
its proposed business combination with Hightimes Holding Corp., a Delaware corporation (“HTH”) as described below on
or before February 19, 2018, which was the deadline previously set by a Nasdaq Hearings Panel (the “Panel), (ii) the Company’s
non-compliance with Nasdaq Listing Rule 5550(a)(3), which requires issuers listed on The Nasdaq Capital Market to have a minimum
of 300 public holders, (iii) the Company’s non-compliance with Nasdaq Listing Rule 5620(a), because the Company did not timely
hold an annual meeting for the fiscal year ended November 30, 2016 on or before November 30, 2017, and (iv) the Company’s
non-compliance with Nasdaq Listing Rule IM-5101-2, because the Company did not complete a business combination within 36 months
of its initial public offering.
Following our timely
request for review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council (the “Listing Council”),
the Listing Council upheld the Panel’s decision to commence delisting procedures for our securities. We intend to continue
to take such action as necessary to maintain our Nasdaq listing (notwithstanding any suspension of trading on Nasdaq) and to ensure
the listing of the combined entity upon the consummation of the proposed business combination by and between the Company and HTH.
We can provide no assurances, however, that we will be able to maintain our Nasdaq listing. In addition, we have been notified
by the Panel that the deadline of February 19, 2018 set by the Panel represented the full extent of its discretion to continue
the listing.
On July 24, 2017,
we entered into a Merger Agreement, as amended on September 27, 2017, February 28, 2018 and May 22, 2018 (the “Merger Agreement”)
with HTH, HTH Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), and Jose Aldeanueva,
in his capacity as the representative for our shareholders (the “Origo Representative”).
HTH, directly and indirectly
through its direct and indirect subsidiaries, consisting of Trans-High Corporation, a New York corporation (“THC”),
and the subsidiaries of THC, does business as “HIGH TIMES,”® and is an established Cannabis media brand that for
the past 42 years has published “HIGH TIMES,”® Magazine. The business of HTH is focused on the following four fundamental
activities: (a) the publication of a monthly magazine, (b) the production of trade shows, festivals and events which are known
as the “High Times Cannabis Cup”, (c) e-commerce, and (d) licensing and branding.
Pursuant to the Merger
Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Merger
Agreement (the “Closing”), Merger Sub will merge with and into HTH, with HTH continuing as the surviving entity (the
“Merger”) and all holders of HTH equity securities and warrants, options and rights to acquire or securities that convert
into HTH equity securities (collectively, “HTH Securities”) will convert into Origo common shares and, with respect
to options, options to acquire Origo common shares.
More specifically at
the effective time of the Merger (the “Effective Time”):
● All
holders of HTH Securities (excluding HTH options, as described below) shall be entitled to receive in the Merger an aggregate of
23,474,178 common shares of Origo (the “Merger Consideration”), which is equal to $250.0 million divided by the agreed
upon value of the Origo common shares to be issued as Merger Consideration of $10.65 per share. In the event HTH receives in excess
of $5,000,001 in net proceeds from one or more separate sales of common or preferred stock prior to the Closing, then the amount
in excess of $5,000,001 shall increase HTH’s valuation on a dollar-for-dollar basis and increase the number of Origo common
shares representing the Merger Consideration by dividing the increased HTH valuation by the agreed upon value of the Origo common
shares to be issued as Merger Consideration.
● Each
holder of capital stock of HTH shall receive for each share of capital stock of HTH its pro rata share of the Merger Consideration,
treating any outstanding shares of HTH’s preferred stock on an as-converted to Class A common stock basis (and after deducting
from the Merger Consideration payable to such holders of capital stock, the Origo common shares issuable to the holders of HTH’s
8% senior secured convertible promissory notes in an initial aggregate principal amount of $30 million (“HTH Purchase Notes”),
as described below).
● Any
warrants and other rights to acquire equity securities of HTH, and all other securities that are convertible into or exchangeable
for equity securities of HTH, (A) if exercised or converted prior to the Effective Time, shall have the resulting shares of capital
stock of HTH issued upon such exercise treated as outstanding shares of capital stock of HTH, and (B) if not exercised or converted
prior to the Effective Time will be terminated and extinguished at the Effective Time (except for the HTH Purchase Notes, which
shall be converted as described below, and the outstanding HTH options, which shall be assumed by Origo as described below).
● HTH
shall be permitted to increase the principal amount of HTH’s existing secured loan from ExWorks Capital Fund I, L.P (“ExWorks”)
to up to $11.5 million from $7.5 million. Additionally, Origo acknowledged that any shares of HTH Class A common stock issued to
ExWorks pursuant to the convertible note evidencing the ExWorks loan (the “ExWorks Convertible Note”) shall be converted
into Origo common shares at a conversion price equal to 90% of the per share value of the Merger Consideration (i.e., $10.65, or
an ExWorks conversion price of $9.585). Origo further agreed that all Origo common shares issued upon conversion of the ExWorks
Convertible Note shall not be deemed to be part of the Merger Consideration and shall dilute all holders of Origo common shares
on an equitable pro-rata basis. Origo also acknowledged that HTH and ExWorks entered into an amendment, pursuant to which ExWorks
granted HTH an option, exercisable at any time on or before January 29, 2018, to extend the maturity date of the ExWorks loan to
August 28, 2018. On February 8, 2018, the parties entered into a third amendment to the loan and security agreement pursuant to
which the maturity date of the ExWorks loan was extended to February 28, 2020. If HTH elects to exercise the option, it will be
obligated to pay ExWorks an additional fee of $600,000 and issue an additional warrant to ExWorks to purchase shares of HTH Class
A common stock. HTH agreed that prior to the Closing, HTH shall either refinance its indebtedness to ExWorks or exercise the foregoing
option to extend the terminate date of the ExWorks loan to August 28, 2018.
● The
HTH Purchase Notes that are outstanding as of the Closing shall automatically be converted into a number of Origo common shares
calculated by dividing the outstanding principal and interest of all such HTH Purchase Notes by the closing price of Origo’s
common shares on the date of the Closing.
● All
outstanding HTH options will be assumed by Origo and be converted into an option to purchase Origo common shares (each, an “Origo
Assumed Option”) under a new equity incentive plan to be adopted by Origo in connection with the Closing, keeping the same
vesting schedule, but with the number of shares and price per share being equitably adjusted. Origo Assumed Options shall be in
addition to the Merger Consideration and will dilute all holders of Origo securities.
● If,
prior to the date of the Closing (i) Origo has less than $5,000,001 in net tangible assets (excluding the net tangible assets of
HTH) and (ii) HTH shall consummate a public offering of up to $50,000,000 of HTH Class A common stock (“HTH Public Offering”),
then (A) on the date of the Closing, HTH will utilize up to ten percent (10%) of the gross proceeds of such HTH Public Offering
(up to $20 million of such gross proceeds) to pay for all or a portion of Origo deferred expenses as directed by Origo and (B)
if the gross proceeds of a HTH Public Offering exceeds $20 million, HTH will utilize up to $5.0 million of the gross proceeds of
such HTH Public Offering to pay for all or a portion of Origo deferred expenses as directed by Origo.
The Merger Agreement
also provides that, immediately prior to the Effective Time, Origo will reincorporate under the laws of the State of Nevada, whether
by reincorporation, statutory conversion or otherwise.
However, the Company
will not be able to complete the Merger by June 12, 2018. Pursuant to the Merger Agreement, HTH has the right to terminate the
Merger Agreement in the event that the business combination is not completed by April 15, 2018, and as such, the parties will likely
need to enter into an amendment to the Merger Agreement in order to allow for an extension of the timeframe by which to close the
Merger. Therefore, our board has determined that it is in the best interests of our shareholders to extend the date that Origo
has to consummate a business combination to the Extended Date in order to consummate the Merger or another business combination.
Approval of the Extension
Amendment is a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if we do not
have at least $5,000,001 of net tangible assets following approval of the Extension Amendment, after taking into account the Conversion.
If the Extension Amendment
is not approved, we will automatically wind up, liquidate and dissolve starting on June 12, 2018, as contemplated by our IPO prospectus
and in accordance with our charter. In connection therewith, holders of our public shares will receive a per-share amount, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to
us but net of income taxes payable and working capital released to the Company, divided by the number of then outstanding public
shares.
The initial shareholders
have waived their rights to participate in any liquidation distribution with respect to their initial shares. As a consequence
of such waivers, a liquidating distribution will be made only with respect to the public shares. There will be no distribution
from the trust account with respect to Origo’s rights or warrants, which will expire worthless in the event we wind up.
If the Extension Amendment
is approved, the Current Management has agreed to contribute to us as a loan $0.04 for each public share that is not converted,
for each calendar month, or portion thereof, that is needed by Origo to complete the Merger or another business combination from
June 12, 2018 (the date by which Origo is currently required to complete its business combination) until the Extended Date. For
example, if Origo takes until September 12, 2018 to complete its business combination, which would represent three calendar months,
Origo’s insiders would make aggregate maximum Contributions of approximately $200,000, or $0.12 per share (assuming no public
shares were converted) (the “Contribution”). Each Contribution will be deposited in the trust account established in
connection with the IPO within seven calendar days of such calendar month (or portion thereof). Accordingly, if the Extension Amendment
is approved and the Extension is implemented and Origo takes the full time through the Extended Date to complete the initial business
combination, the conversion amount per share at the meeting for such business combination or Origo’s subsequent liquidation
will be approximately $10.92 per share, in comparison to the current conversion amount of approximately $10.80 per share (assuming
no public shares were converted). The Contribution is conditioned upon the implementation of the Extension Amendment. The Contribution
will not occur if the Extension Amendment is not approved or the Extension is not completed. The amount of the Contribution will
not bear interest and will be repayable by us to the Current Management upon consummation of an initial business combination. If
Current Management advises us that it does not intend to make the Contribution, then the Extension Amendment and the Adjournment
Proposal will not be put before the shareholders at the extraordinary general meeting and we will dissolve and liquidate in accordance
with our charter. Current Management will have the sole discretion whether to continue extending for additional calendar months
until the Extended Date and if Current Management determines not to continue extending for additional calendar months, its obligation
to make additional Contributions will terminate.
If there is no Extension
and Origo dissolves and liquidates, Edward Fred, our chief executive officer and director, has agreed that he will be liable to
pay debts and obligations to third parties or target businesses that are owed money by us for services rendered or contracted for
or products sold to us in excess of the net proceeds of the IPO not held in the trust account but only if, and to the extent, that
the claims would otherwise reduce the amount in the trust account payable to its public shareholders in the event of a liquidation,
and only if such a third party or prospective target business does not execute a waiver. There is no assurance, however, that he
will be able to satisfy those obligations. Based on the cash available to Origo outside of its trust account for working capital
and Origo’s outstanding expenses owed to all creditors (both those that have signed trust fund waivers and those that have
not), it is not anticipated that Mr. Fred will have any indemnification obligations. Accordingly, regardless of whether an indemnification
obligation exists, the per share liquidation price for the public shares is anticipated to be approximately $10.80 per share. Nevertheless,
Origo cannot assure you that the per share distribution from the trust account, if Origo liquidates, will not be less than approximately
$10.80 due to unforeseen claims of creditors.
Holders of public shares
may elect to convert their shares in connection with the Extension Amendment whether they vote for or against the Extension Amendment.
If the Extension Amendment is approved, such approval will constitute consent for Origo to (i) remove from the trust account an
amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the trust account relating to
the converted public shares and (ii) deliver to the holders of such converted public shares their pro rata portion of the Withdrawal
Amount. The remainder of such funds, plus the Contribution, shall remain in the trust account. Holders of public shares
who do not convert their public shares now, will retain their conversion rights and their ability to vote on a business combination
through the Extended Date if the Extension Amendment is approved. At the time the Extension Amendment becomes effective, the Company
will also amend the trust account agreement to (i) permit the withdrawal of the Withdrawal Amount from the trust account and (ii)
extend the date on which to liquidate the trust account to the Extended Date.
You are also being
asked to direct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the
extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment.
The record date for
the extraordinary general meeting is May 21, 2018. Record holders of Origo ordinary shares at the close of business
on the record date are entitled to vote or have their votes cast at the extraordinary general meeting. On the record
date, there were 2,654,169 outstanding ordinary shares of Origo including 1,612,830 outstanding public shares. Origo’s
rights and warrants do not have voting rights.
This proxy statement
contains important information about the extraordinary general meeting and the proposals. Please read it carefully and
vote your shares.
This proxy statement
is dated May [__], 2018 and is first being mailed to shareholders on or about that date.
These Questions and
Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully the entire document, including the annexes to this proxy statement.
Q.
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Does the board recommend voting for the approval of the Extension Amendment and the Adjournment Proposal?
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A. Yes. After careful consideration of the terms and conditions of these proposals, the board of directors of the Company has determined that the Extension Amendment and the Adjournment Proposal are fair to and in the best interests of Origo and its shareholders. The board of directors recommends that Origo’s shareholders vote “FOR” the Extension Amendment and the Adjournment Proposal.
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What interests do the Company’s current and former directors and officers have in the approval of the proposals?
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A. Origo’s current and former directors, officers, initial shareholders and their affiliates have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of certain securities of the Company and loans by them that will not be repaid or converted into additional securities in the event of our winding up. See the section entitled “
The Extension Amendment—Interests of Origo’s Current and Former Directors and Officers
.”
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What if I object to the Extension Amendment? Do I have appraisal rights?
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A. Origo shareholders do not have appraisal rights in connection with the Extension Amendment under the Companies Law (2016 Revision) of the Cayman Islands (the “Companies Law”).
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What happens to the Origo rights and warrants if the Extension Amendment is not approved?
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A. If the Extension Amendment is not approved, we will automatically wind up, liquidate and dissolve effective starting on June 12, 2018. In such event, your rights and warrants will become worthless.
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What happens to the Origo rights and warrants if the Extension Amendment is approved?
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A. If the Extension Amendment is approved, Origo will continue to attempt to consummate the Merger or another initial business combination with potential targets until the Extended Date, and will retain the blank check company restrictions previously applicable to it. The rights and warrants will remain outstanding in accordance with their terms.
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Q.
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What consideration should I be giving to the fact the Company’s securities have been delisted from Nasdaq?
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Effective February 22,
2018, Nasdaq determined to delist our securities and as a result, trading was suspended as of such date. While we timely
requested a review of this decision, on May 17, 2018, the Company received a decision from the Nasdaq Listing Council which
upheld the Panel’s decision to delist the Company’s securities from Nasdaq. As a result of such delisting, we could
face significant material adverse consequences, including:
● a
limited availability of market quotations for our securities;
● reduced
liquidity with respect to our securities;
● a
determination that our ordinary shares are “penny stock” which will require brokers trading in our ordinary shares
to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for
our ordinary shares;
● a
limited amount of news and analyst coverage for our ordinary shares; and
● a
decreased ability to issue additional securities or obtain additional financing in the future.
As of the date of this proxy statement, the Company’s units, shares, warrants and rights are quoted
under the trading symbols OACCF, OACQF, OAQCF, and OACRF, respectively, on the OTC Pink marketplace.
See the section entitled
“
The Extension Amendment—Suspension of Listing on Nasdaq
” for additional information.
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What do I need to do now?
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A. Origo urges you to read carefully and consider the information contained in this proxy statement, including the annex, and to consider how the proposals will affect you as an Origo shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.
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How do I vote?
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A. If you are a holder
of record of Origo ordinary shares, you may vote in person at the extraordinary general meeting or by submitting a proxy for the
extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting in person, we urge
you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning
the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the extraordinary
general meeting and vote in person if you have already voted by proxy.
If your shares of Origo are held
in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote
the shares in your account. You are also invited to attend the extraordinary general meeting. However, since
you are not the shareholder of record, you may not vote your shares in person at the extraordinary general meeting unless you request
and obtain a valid proxy from your broker or other agent.
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How do I convert my shares of Origo ordinary shares?
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A. If the Extension
is implemented, each public shareholder who votes for or against the Extension Amendment may seek to convert his public shares
for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid and
funds released to the Company for working capital, calculated as if they had sought conversion of their shares in connection with
any proposed business combination proposal. You will also be able to convert your public shares in connection with any shareholder
vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.
To demand conversion, you must
check the box on the proxy card provided for that purpose and return the proxy card in accordance with the instructions provided,
and, at the same time, ensure your bank or broker complies with the requirements identified elsewhere herein. You will only be
entitled to receive cash in connection with a conversion of these shares if you continue to hold them until the effective date
of the Extension. Any conversion referred to herein shall take effect as a repurchase of shares as a matter of Cayman Islands law.
In connection with tendering
your shares for conversion, you must elect either to physically tender your share certificates to Continental Stock Transfer &
Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, One State Street, 30
th
Floor, New York, New York 10004, Attn: Mark Zimkind,
mzimkind@continentalstock.com
, prior to the vote at the extraordinary
general meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your
shares.
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What should I do if I receive more than one set of voting materials?
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A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Origo shares.
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Who is paying for this proxy solicitation?
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A. Origo will pay
for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and officers may
also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any
additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the
cost of forwarding proxy materials to beneficial owners.
We have retained Advantage Proxy,
Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you have questions about how to vote or direct a vote
in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.
The Company has agreed to pay Advantage Proxy a fee of $5,500 and expenses, for its services in connection with the extraordinary
general meeting.
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Who can help answer my questions?
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A. If you have questions
about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:
Origo Acquisition Corporation
708 Third Avenue
New York, New York 10017
Attn: Jose M. Aldeanueva
Telephone: (212) 634-4512
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or:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
You may also obtain additional
information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where
You Can Find More Information.”
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
We believe that some
of the information in this proxy statement constitutes forward-looking statements. You can identify these statements
by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,”
“believe,” “estimate,” “intends,” and “continue” or similar words. You
should read statements that contain these words carefully because they:
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discuss
future expectations;
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contain
projections of future results of operations or financial condition; or
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state
other “forward-looking” information.
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We believe it is important
to communicate our expectations to our shareholders. However, there may be events in the future that we are not able
to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide
examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described
by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated
delays in the distribution of the funds from the trust account and Origo’s ability to finance and consummate any proposed
business combination. You are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date of this proxy statement.
All forward-looking
statements included herein attributable to Origo or any person acting on Origo’s behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable
laws and regulations, Origo undertakes no obligation to update these forward-looking statements to reflect events or circumstances
after the date of this proxy statement or to reflect the occurrence of unanticipated events.
BACKGROUND
We are a Cayman Islands
exempted company incorporated on August 26, 2014 for the purpose of entering into a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.
In December 2014, we
consummated our IPO of 4,200,000 units, including 200,000 units under the underwriters’ over-allotment option, with each
unit consisting of one ordinary share, one right to receive one-tenth of one ordinary share upon consummation of a business combination
and one warrant to purchase one-half of one ordinary share at a price of $11.50 per full share. The units were sold at an
offering price of $10.00 per unit, generating gross proceeds of $42,000,000.
Prior to our IPO, our
initial shareholders purchased an aggregate of 1,050,000 initial shares from us for an aggregate of $25,000, and simultaneously
with the consummation of the IPO, the insiders and the underwriters in the IPO purchased an aggregate of 286,000 units (the “private
units”), of which our initial shareholders purchased 265,000 private units and the underwriters purchased 21,000 private
units, all for an aggregate of $2,860,000. The net proceeds of the IPO plus the proceeds of the sale of the private
units were deposited in the trust account.
On June 10, 2016, the
Company held an extraordinary general meeting of shareholders (the “Initial Meeting”). At the Initial Meeting, the
shareholders approved each of the following items: (i) the Initial Extension (ii) an amendment to the amended and restated memorandum
and articles of association (the “charter”) to allow the holders of public shares to elect to convert their public
shares into their pro rata portion of the funds held in the Trust Account and (iii) to change the Company’s name from “CB
Pharma Acquisition Corp.” to “Origo Acquisition Corporation”. Under Cayman Islands law, the amendments to the
charter took effect upon their approval.
On May 20, 2016, we
entered into an agreement (the “Transfer Agreement”) with the holders of the 1,050,000 ordinary shares issued by us
prior to the IPO (such shares being referred to as the “initial shares” and the holders of the initial shares (including
the transferees described herein) being referred to as the “initial shareholders”) and each of EJF Opportunities, LLC,
Stephen B. Pudles, Jose M. Aldeanueva, Jeffrey J. Gutovich Profit Sharing Plan and Barry Rodgers (collectively being referred to
as the “investors”) pursuant to which the initial shareholders transferred to the investors the 1,050,000 initial shares
held by them. Our former directors also (i) appointed Edward J. Fred, Jose M. Aldeanueva, Stephen B. Pudles, Jeffrey J. Gutovich
and Barry Rodgers as members of our board of directors and Messrs. Fred and Aldeanueva as Chief Executive Officer and President
and Chief Financial Officer, Treasurer and Secretary of the Company, respectively (such new officers and directors collectively
referred to herein as the “Current Management”), and (ii) tendered their resignations to be effective upon approval
of the prior extension amendment in June 2016.
At the Initial Meeting,
shareholders holding 1,054,401 public shares exercised their right to convert such public shares into a pro rata portion of the
trust account. As a result, approximately $10.76 million (or approximately $10.20 per share) was removed from the trust account
to pay such holders. In connection with the Initial Extension, the Current Management of the Company provided a loan to the Company
of $0.20 for each public share that was not converted, for an aggregate amount of approximately $629,000, and deposited in the
trust account.
On December 12, 2016,
the Company held an annual general meeting of shareholders (the “Second Meeting”). At the Second Meeting, the shareholders
approved the Second Extension. At the Second Meeting, shareholders holding 36,594 public shares exercised their right to convert
such public shares into a pro rata portion of the trust account. Because the Second Extension was approved, the Current Management
of the Company provided a loan to the Company of $0.10 for each public share that was not converted, for an aggregate amount of
approximately $310,900, and deposited in the trust account.
On March 10, 2017,
the Company held an extraordinary general meeting of shareholders (the “Third Meeting”). At the Third Meeting, the
shareholders approved the Third Extension. At the Third Meeting, shareholders holding 1,123,568 public shares exercised their right
to convert such public shares into a pro rata portion of the trust account. Because the Third Extension was approved, the Current
Management of the Company and EarlyBirdCapital, Inc., which served as an underwriter in the Company’s initial public offering,
provided loans to the Company of $0.025 per month for each public share that was not converted, for an aggregate amount of approximately
$300,000, and deposited in the trust account.
On September 12, 2017,
the Company held an extraordinary general meeting of shareholders (the “Fourth Meeting”). At the Fourth Meeting, the
shareholders approved the Fourth Extension. At the Fourth Meeting, shareholders holding 343,806 public shares exercised their right
to convert such public shares into a pro rata portion of the trust account. Because the Fourth Extension was approved, the Current
Management of the Company and EarlyBirdCapital, Inc., which served as an underwriter in the Company’s initial public offering,
provided loans to the Company of $0.025 per month for each public share that was not converted, for an aggregate amount of approximately
$246,250, and deposited in the trust account.
On March 12, 2018, the Company held an extraordinary general meeting of shareholders (the “Fifth
Meeting”). At the Fifth Meeting, the shareholders approved the Fifth Extension. At the Fifth Meeting, shareholders holding
28,801 public shares exercised their right to convert such public shares into a pro rata portion of the trust account. Because
the Fifth Extension was approved, the Current Management of the Company and Hightimes Holding Corp., which served as an underwriter
in the Company’s initial public offering, provided loans to the Company of $0.04 per month for each public share that was
not converted, for an aggregate amount of approximately $195,000, and deposited in the trust account.
In addition to the aforementioned contributions, Current Management and Hightimes Holding Corp. loaned
the Company an additional $654,860 and $21,000, respectively, for the Company’s working capital needs, for an aggregate of
approximately $2,357,010 loaned to the Company by Current Management and EarlyBirdCapital, Inc., which, with interest, will equal
approximately $2,444,345 at the time of repayment. If the Extension Amendment is not approved, the loans will not be repaid
by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company had funds
available to it outside of the trust account.
As of May 21, 2018,
Origo had approximately $17.6 million, representing approximately $10.93 per share of cash, in the trust account.
The mailing address
of Origo’s principal executive office is 708 Third Avenue, New York, NY 10017, and its telephone number is (212) 634-4512.
THE EXTENSION AMENDMENT
The Extension Amendment Proposal
Origo is proposing
to amend its charter to extend the date by which Origo has to consummate a business combination to the Extended Date.
On July 24, 2017,
we entered into a Merger Agreement, as amended on September 27, 2017, February 28, 2018 and May 22, 2018 (the “Merger Agreement”)
with Hightimes Holding Corp., a Delaware corporation (“HTH”), HTH Merger Sub, Inc., a Delaware corporation and our
wholly-owned subsidiary (“Merger Sub”), and Jose Aldeanueva, in his capacity as the representative for our shareholders
(the “Origo Representative”).
HTH, directly and indirectly
through its direct and indirect subsidiaries, consisting of Trans-High Corporation, a New York corporation (“THC”),
and the subsidiaries of THC, does business as “HIGH TIMES,”® and is an established Cannabis media brand that for
the past 42 years has published “HIGH TIMES,”® Magazine. The business of HTH is focused on the following four fundamental
activities: (a) the publication of a monthly magazine, (b) the production of trade shows, festivals and events which are known
as the “High Times Cannabis Cup”, (c) e-commerce, and (d) licensing and branding.
Pursuant to the Merger
Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Merger
Agreement (the “Closing”), Merger Sub will merge with and into HTH, with HTH continuing as the surviving entity (the
“Merger”) and all holders of HTH equity securities and warrants, options and rights to acquire or securities that convert
into HTH equity securities (collectively, “HTH Securities”) will convert into Origo common shares and, with respect
to options, options to acquire Origo common shares.
More specifically at
the effective time of the Merger (the “Effective Time”):
● All
holders of HTH Securities (excluding HTH options, as described below) shall be entitled to receive in the Merger an aggregate of
23,474,178 common shares of Origo (the “Merger Consideration”), which is equal to $250.0 million divided by the agreed
upon value of the Origo common shares to be issued as Merger Consideration of $10.65 per share. In the event HTH receives in excess
of $5,000,001 in net proceeds from one or more separate sales of common or preferred stock prior to the Closing, then the amount
in excess of $5,000,001 shall increase HTH’s valuation on a dollar-for-dollar basis and increase the number of Origo common
shares representing the Merger Consideration by dividing the increased HTH valuation by the agreed upon value of the Origo common
shares to be issued as Merger Consideration.
● Each
holder of capital stock of HTH shall receive for each share of capital stock of HTH its pro rata share of the Merger Consideration,
treating any outstanding shares of HTH’s preferred stock on an as-converted to Class A common stock basis (and after deducting
from the Merger Consideration payable to such holders of capital stock, the Origo common shares issuable to the holders of HTH’s
8% senior secured convertible promissory notes in an initial aggregate principal amount of $30 million (“HTH Purchase Notes”),
as described below).
● Any warrants and other rights to acquire equity securities of HTH, and all other securities that are convertible into or exchangeable
for equity securities of HTH, (A) if exercised or converted prior to the Effective Time, shall have the resulting shares of capital
stock of HTH issued upon such exercise treated as outstanding shares of capital stock of HTH, and (B) if not exercised or converted
prior to the Effective Time will be terminated and extinguished at the Effective Time (except for the HTH Purchase Notes, which
shall be converted as described below, and the outstanding HTH options, which shall be assumed by Origo as described below).
● HTH shall be permitted to increase the principal amount of HTH’s existing secured loan from ExWorks Capital Fund I, L.P (“ExWorks”)
to up to $11.5 million from $7.5 million. Additionally, Origo acknowledged that any shares of HTH Class A common stock issued to
ExWorks pursuant to the convertible note evidencing the ExWorks loan (the “ExWorks Convertible Note”) shall be converted
into Origo common shares at a conversion price equal to 90% of the per share value of the Merger Consideration (i.e., $10.65, or
an ExWorks conversion price of $9.585). Origo further agreed that all Origo common shares issued upon conversion of the ExWorks
Convertible Note shall not be deemed to be part of the Merger Consideration and shall dilute all holders of Origo common shares
on an equitable pro-rata basis. Origo also acknowledged that HTH and ExWorks entered into an amendment, pursuant to which ExWorks
granted HTH an option, exercisable at any time on or before January 29, 2018, to extend the maturity date of the ExWorks loan to
August 28, 2018. On February 8, 2018, the parties entered into a third amendment to the loan and security agreement pursuant to
which the maturity date of the ExWorks loan was extended to February 28, 2020. If HTH elects to exercise the option, it will be
obligated to pay ExWorks an additional fee of $600,000 and issue an additional warrant to ExWorks to purchase shares of HTH Class
A common stock. HTH agreed that prior to the Closing, HTH shall either refinance its indebtedness to ExWorks or exercise the foregoing
option to extend the terminate date of the ExWorks loan to August 28, 2018.
● The
HTH Purchase Notes that are outstanding as of the Closing shall automatically be converted into a number of Origo common shares
calculated by dividing the outstanding principal and interest of all such HTH Purchase Notes by the closing price of Origo’s
common shares on the date of the Closing.
● All
outstanding HTH options will be assumed by Origo and be converted into an option to purchase Origo common shares (each, an “Origo
Assumed Option”) under a new equity incentive plan to be adopted by Origo in connection with the Closing, keeping the same
vesting schedule, but with the number of shares and price per share being equitably adjusted. Origo Assumed Options shall be in
addition to the Merger Consideration and will dilute all holders of Origo securities.
● If,
prior to the date of the Closing (i) Origo has less than $5,000,001 in net tangible assets (excluding the net tangible assets of
HTH) and (ii) HTH shall consummate a public offering of up to $50,000,000 of HTH Class A common stock (“HTH Public Offering”),
then (A) on the date of the Closing, HTH will utilize up to ten percent (10%) of the gross proceeds of such HTH Public Offering
(up to $20 million of such gross proceeds) to pay for all or a portion of Origo deferred expenses as directed by Origo and (B)
if the gross proceeds of a HTH Public Offering exceeds $20 million, HTH will utilize up to $5.0 million of the gross proceeds of
such HTH Public Offering to pay for all or a portion of Origo deferred expenses as directed by Origo.
The Merger Agreement
also provides that, immediately prior to the Effective Time, Origo will reincorporate under the laws of the State of Nevada, whether
by reincorporation, statutory conversion or otherwise.
However, the Company
will not be able to complete the Merger by June 12, 2018. Pursuant to the Merger Agreement, HTH has the right to terminate the
Merger Agreement in the event that the business combination is not completed by April 15, 2018, and as such, the parties will likely
need to enter into an amendment to the Merger Agreement in order to allow for an extension of the timeframe by which to close the
Merger. Therefore, our board has determined that it is in the best interests of our shareholders to extend the date that Origo
has to consummate a business combination to the Extended Date in order to consummate the Merger or another business combination.
If the Extension Amendment
proposal is not approved, we will automatically wind up, dissolve and liquidate starting on June 12, 2018.
Suspension of Listing on Nasdaq
Although our securities
are currently listed on The Nasdaq Stock Market LLC (“Nasdaq”), effective February 22, 2018, Nasdaq determined to delist
our securities and as a result, trading of our securities on Nasdaq was suspended due to the Company’s non-compliance with
certain requirements for continued listing, including (i) the Company’s failure to complete the business combination with
HTH described above on or before February 19, 2018, which was the deadline previously set by a Nasdaq Hearings Panel (the “Panel”),
(ii) the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which
requires issuers listed on The Nasdaq Capital Market to have a minimum of 300 public holders, and (iii) the Company’s non-compliance
with Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”), because the Company did not timely hold an annual
meeting for the fiscal year ended November 30, 2016 on or before November 30, 2017, and (iv) the Company’s non-compliance
with Nasdaq Listing Rule IM-5101-2, because the Company did not complete a business combination within 36 months of its initial
public offering.
Following our timely
request for review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council (the “Listing Council”),
the Listing Council upheld the Panel’s decision to commence delisting procedures for our securities. The Company intends
to continue to take such action as necessary to maintain its Nasdaq listing (notwithstanding any suspension of trading on Nasdaq)
and to ensure the listing of the combined entity upon the consummation of the proposed business combination by and between the
Company and HTH. The Company can provide no assurances, however, that it will be able to maintain our Nasdaq listing. In addition,
we have been notified by the Panel that the deadline of February 19, 2018 set by the Panel represented the full extent of its discretion
to continue the listing.
As of the date of this proxy statement, the Company’s units, shares, warrants and rights are quoted
under the trading symbols OACCF, OACQF, OAQCF and OACRF, respectively, on the OTC Pink marketplace.
As
disclosed by the Company on August 28, 2017, on August 23, 2017, we received written notice from Nasdaq indicating that, based
upon the Company’s non-compliance with the Minimum Public Holders Rule, the Company’s securities would be subject to
delisting unless the Company timely requested a hearing before the Panel. We requested such hearing, at which we presented our
plan to file a new listing application for HTH, complete the proposed business combination, and thereby evidence the combined entity’s
compliance with all requirements for initial listing on Nasdaq. The Panel subsequently granted the Company’s request for
an extension through February 19, 2018 to complete such plan.
Also, as disclosed
by the Company on December 8, 2017, on December 4, 2017, we received written notice from Nasdaq indicating that we did not satisfy
the Annual Meeting Requirement because we did not timely hold an annual meeting for the fiscal year ended November 30, 2016 on
or before November 30, 2017. The notice indicated that the Company’s non-compliance with the Annual Meeting Requirement could
serve as an additional basis for the delisting of the Company’s securities from Nasdaq. The Company thereafter presented
its plan to evidence compliance with the Annual Meeting Requirement promptly following the consummation of the proposed business
combination with HTH and the filing of the requisite periodic reports, which would include the financial statements for the fiscal
year ended November 30, 2017 (as required by Securities and Exchange Commission rules), with the Securities and Exchange Commission.
Also,
as disclosed by the Company on April 5, 2018, on March 27, 2018, the Company received written notice from Nasdaq indicating that
it was not in compliance with Nasdaq Listing Rule IM-5101-2, since the Company had not consummated its initial business combination
within 36 months of the effectiveness of its IPO registration statement, which occurred on December 12, 2014. The notice indicated
that this matter serves as an additional basis for delisting the Company’s securities from Nasdaq and that this matter will
therefore be considered by the Listing Council in connection with the Company’s appeal. The Company addressed this matter
in its appeal.
Also,
as disclosed by the Company on April 5, 2018, on April 6, 2018, the Company received written notice from Nasdaq indicating that
it was not in compliance with Nasdaq Listing Rule 5250(f) since the Company has not yet paid $42,000 in annual listing fees due
to Nasdaq. The notice indicated that the Company will be subject to delisting proceedings if it does not pay the outstanding balance
in full. The notice also indicated that this matter serves as an additional basis for delisting the Company’s securities
from Nasdaq and that this matter will therefore be considered by the Listing Council in connection with the Company’s appeal.
The Company subsequently received an extension from Nasdaq until April 20, 2018 to pay the outstanding balance, which the Company
then paid in a timely manner.
On May 17, 2018, the
Company received a decision by the Listing Council to the Company’s appeal of the Panel’s decision to delist its securities
from Nasdaq, upholding the Panel’s decision to commence delisting procedures for our securities.
As a result of our securities being delisted from Nasdaq, we could face significant material adverse consequences,
including:
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a limited availability of market quotations for our securities;
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reduced liquidity with respect to our securities;
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a determination that our ordinary shares are “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our ordinary shares;
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a limited amount of news and analyst coverage for our ordinary shares; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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The board of directors
believes that decisions regarding Origo’s future, such as whether to continue its existence or have its existence terminate,
should be determined by Origo’s current shareholders and they should not be bound by the restrictions implemented by the
shareholders at the time of the IPO or as contained in the charter. The current shareholders should not be prohibited
from amending the charter to allow Origo to continue its existence, especially since all holders of public shares are being offered
the opportunity to convert their public shares and receive their pro rata portion of the trust account in connection with the approval
of the proposals which will occur close in time to June 12, 2018.
We will not proceed
with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment,
after taking into account the Conversion. All holders of our public shares, whether they vote for or against the Extension Amendment,
are entitled to convert all or a portion of their public shares into their pro rata portion of the trust account, provided that
the Extension is implemented.
A public shareholder’s
election to convert his public shares shall constitute consent for the Company to remove the Withdrawal Amount from the trust account
relating to converted public shares, deliver to the holders of such shares so tendered such pro rata portion of the trust account
and leave the remainder of the funds in the trust account until the earlier to occur of (y) the completion of a business combination
or (z) the Extended Date.
We estimate that the
per-share pro rata portion of the trust account will be approximately $10.93 at the time of the extraordinary general meeting.
The closing price of our ordinary shares on May 21, 2018 was $10.80. Accordingly, if the market price were to remain the same
until the date of the meeting, exercising conversion rights would result in a public shareholder receiving approximately $0.13
more than if he sold his shares in the open market. The Company cannot assure shareholders that they will be able to sell their
shares in the open market, even if the market price per share is higher than the conversion price stated above, as there may not
be sufficient liquidity in its securities when such shareholders wish to sell their shares.
If the Extension Amendment
is approved, the Current Management has agreed to make the Contribution of $0.04 for each public share that is not converted, or
portion thereof, that is needed by Origo to complete the Merger or another business combination from June 12, 2018 (the date by
which Origo is currently required to complete its business combination) until the Extended Date (the “Contribution”).
For example, if Origo takes until September 12, 2018 to complete its business combination, which would represent three calendar
months, Origo’s insiders would make aggregate maximum Contributions of approximately $200,000, or $0.12 per share (assuming
no public shares were converted). Each Contribution will be deposited in the trust account established in connection with Origo’s
initial public offering within seven calendar days from the beginning of such calendar month (or portion thereof). Accordingly,
if the Extension Amendment is approved and the Extension is implemented and Origo takes the full time through the Extended Date
to complete the initial business combination, the conversion amount per share at the meeting for such business combination or Origo’s
subsequent liquidation will be approximately $[__] per share, in comparison to the current conversion amount of approximately $10.93
per share (assuming no public shares were converted). The Contribution is conditioned upon the implementation of the Extension
Amendment. The Contribution will not occur if the Extension Amendment is not approved or the Extension is not completed. Current
Management will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and
if Current Management determines not to continue extending for additional calendar months, its obligation to make additional Contributions
will terminate.
The full text of the
Extension Amendment resolution is set forth in Annex A.
Reasons for the Extension Amendment
Proposal
Origo’s IPO prospectus
and charter provided that Origo had until June 12, 2016 to complete a business combination. In June 2016, the Company’s shareholders
approved the Initial Extension and that date was later extended to December 12, 2016. In December 2016, the Company’s shareholders
approved the Second Extension and that date was further extended to March 12, 2017. In March 2017, the Company’s shareholders
approved the Third Extension and that date was further extended to September 12, 2017. In September 2017, the Company’s shareholders
approved the Fourth Extension and that date was further extended to March 12, 2018. In March 2018, the Company’s shareholders
approved the Fifth Extension and that date was further extended to June 12, 2018. Origo and its officers and directors agreed that
it would not seek to amend Origo’s charter to allow for a longer period of time to complete a business combination unless
it provided dissenting holders of public shares with the right to seek conversion of their public shares in connection therewith.
Origo has determined that it will not be able to consummate a business combination by June 12, 2018. Accordingly, Origo is proposing
the Extension Amendment to allow for a longer period of time to complete the Merger or another business combination.
If the Extension Amendment is Not
Approved
If the Extension Amendment
is not approved, we will automatically wind up, dissolve and liquidate starting on June 12, 2018.
The holders of the
initial shares have waived their rights to participate in any liquidation distribution with respect to such initial shares. There
will be no distribution from the trust account with respect to Origo’s rights or warrants which will expire worthless in
the event we wind up. Origo will pay the costs of liquidation from its remaining assets outside of the trust account. If
such funds are insufficient, Edward Fred has agreed to advance the funds necessary to complete such liquidation (currently anticipated
to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.
If the Extension Amendment is Approved
If the Extension Amendment
is approved, Origo will file an amendment to the charter to extend the time it has to complete a business combination until the
Extended Date. Origo will remain a reporting company under the Securities Exchange Act of 1934 and its units, ordinary shares,
rights and warrants will remain publicly traded. Origo will then continue to work to consummate the Merger or another
initial business combination by the Extended Date.
You are not being
asked to vote on the Merger or any other proposed business combination at this time. If the Extension is implemented and you do
not elect to convert your public shares, you will retain the right to vote on the Merger or any other proposed business combination
when and if one is submitted to shareholders and the right to convert your public shares into a pro rata portion of the trust account
in the event the Merger or another proposed business combination is approved and completed or the Company has not consummated a
business combination by the Extended Date.
If the Extension Amendment
is approved, the Current Management has agreed to make the Contribution of $0.04 for each public share that is not converted, for
each calendar month (commencing on June 12, 2018 and on the 12
th
day of each subsequent month) or portion thereof,
that is needed by Origo to complete the Merger or another business combination from June 12, 2018 (the date by which Origo is currently
required to complete its business combination) until the Extended Date (the “Contribution”). For example, if Origo
takes until September 12, 2018 to complete its business combination, which would represent three calendar months, Origo’s
insiders would make aggregate maximum Contributions of approximately $200,000, or $0.12 per share (assuming no public shares were
converted). Each Contribution will be deposited in the trust account established in connection with Origo’s initial public
offering within seven calendar days from the beginning of such calendar month (or portion thereof). Accordingly, if the Extension
Amendment is approved and the Extension is implemented and Origo takes the full time through the Extended Date to complete the
initial business combination, the conversion amount per share at the meeting for such business combination or Origo’s subsequent
liquidation will be approximately $[__] per share, in comparison to the current conversion amount of approximately $10.93 per share
(assuming no public shares were converted). The Contribution is conditioned upon the implementation of the Extension Amendment.
The Contribution will not occur if the Extension Amendment is not approved or the Extension is not completed. The amount of the
Contribution will not bear interest and will be repayable by us to the Current Management upon consummation of an initial business
combination. If Current Management advises us that it does not intend to make the Contribution, then the Extension Amendment and
the Adjournment Proposal will not be put before the shareholders at the extraordinary general meeting and we will dissolve and
liquidate in accordance with our charter. Current Management will have the sole discretion whether to continue extending for additional
calendar months until the Extended Date and if Current Management determines not to continue extending for additional calendar
months, its obligation to make additional Contributions will terminate.
If the Extension Amendment
is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account will reduce the
amount held in the trust account and Origo’s net asset value based on the number of shares that seek conversion. Origo
cannot predict the amount that will remain in the trust account if the Extension Amendment is approved, and the amount remaining
in the trust account may be only a small fraction of the approximately $17.6 million that was in the trust account as of May 21,
2018. However, we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of
the Extension Amendment and the Conversion (not including the Contribution).
Conversion Rights
If the Extension Amendment
is approved, and the Extension is implemented, each public shareholder, whether they vote for or against the Extension Amendment,
may seek to convert his public shares for a pro rata portion of the funds available in the trust account, less any income taxes
owed on such funds but not yet paid and funds released to the Company for working capital, calculated as if they had voted against
a business combination proposal. You will also be able to convert your public shares in connection with any shareholder vote to
approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.
TO DEMAND CONVERSION,
YOU MUST CHECK THE BOX ON THE PROXY CARD PROVIDED FOR THAT PURPOSE AND RETURN THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS
PROVIDED AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING
DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT
.
You will only be entitled
to receive cash in connection with a conversion of these shares if you continue to hold them until the effective date of the Extension
Amendment.
In connection with
tendering your shares for conversion, you must elect either to physically tender your share certificates to Continental Stock Transfer
& Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, One State Street, 30
th
Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the vote for the Extension
Amendment, or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement
for physical or electronic delivery prior to the vote at the extraordinary general meeting ensures that a converting holder’s
election is irrevocable once the Extension Amendment is approved. In furtherance of such irrevocable election, shareholders making
the election will not be able to tender their shares after the vote at the extraordinary general meeting.
Through the DWAC system,
this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are
held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a
shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate
this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares
or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would
determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any
control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate.
Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through
the DWAC system. Shareholders who request physical stock certificates and wish to convert may be unable to meet the deadline for
tendering their shares before exercising their conversion rights and thus will be unable to convert their shares.
Certificates
that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment will not be converted
into a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders its shares and decides
prior to the vote at the extraordinary general meeting that it does not want to convert its shares, the shareholder may withdraw
the tender. If you delivered your shares for conversion to our transfer agent and decide prior to the vote at the extraordinary
general meeting not to convert your shares, you may request that our transfer agent return the shares (physically or electronically).
You may make such request by contacting our transfer agent at address listed above. In the event that a public shareholder tenders
shares and the Extension Amendment is not approved, these shares will not be converted and the physical certificates representing
these shares will be returned to the shareholder promptly following the determination that the Extension Amendment will not be
approved. The Company anticipates that a public shareholder who tenders shares for conversion in connection with the vote to approve
the Extension Amendment would receive payment of the conversion price for such shares soon after the completion of the Extension.
The transfer agent will hold the certificates of public shareholders that make the election until such shares are converted for
cash or returned to such shareholders.
If properly demanded,
the Company will convert each public share for a pro rata portion of the funds available in the trust account, less any income
taxes owed on such funds but not yet paid and funds released to the Company for working capital, calculated as of two days prior
to the filing of the amendment to the charter. As of the record date, this would amount to approximately $10.93 per share. The
closing price of our ordinary shares on May 21, 2018 was $10.80. Accordingly, if the market price were to remain the same until
the date of the meeting, exercising conversion rights would result in a public shareholder receiving approximately $0.13 more than
if he, she or it sold their shares in the open market. Additionally, if the Extension Amendment is approved and Current Management
makes the maximum Contribution, the conversion price for any subsequent business combination or liquidation will be approximately
$[__], or $[__] per share more than the current conversion price.
If you exercise your
conversion rights, you will be exchanging your ordinary shares for cash and will no longer own the shares. You will be entitled
to receive cash for these shares only if you vote for or against the Extension Proposal, properly demand conversion and tender
your stock certificate(s) to the Company’s transfer agent prior to the vote for the Extension Amendment. If the Extension
Amendment is not approved, these shares will be redeemed in accordance with the terms of the charter promptly following the meeting
as described elsewhere herein.
The Board’s Reasons for the Extension Amendment
If the Extension Amendment
is approved by the requisite vote of shareholders, after the Withdrawal Amount has been removed from the trust account, the remaining
holders of public shares will retain their right to redeem their shares for a pro rata portion of the funds available in the trust
account upon consummation of its initial business combination. In addition, public shareholders who vote for the Extension Amendment
and do not elect to exercise their conversion rights will have the opportunity to participate in any liquidation distribution if
the Company has not completed a business combination by the Extended Date. However, the Company will not proceed with the Extension
Amendment, if after the Conversion, the Company fails to have net tangible assets greater than $5,000,001.
Origo is not asking
you to vote on the Merger or any other proposed business combination at this time. If you vote in favor of the Extension Amendment
and do not elect to convert your public shares, you will retain the right to vote on the Merger or any other proposed business
combination in the future and the right to convert your public shares into a pro rata portion of the trust account in the event
the Merger or another proposed business combination is approved and completed or the Company has not consummated a business combination
by the Extended Date.
As discussed above,
after careful consideration of all relevant factors, Origo’s board of directors has determined that the Extension Amendment
is fair to, and in the best interests of, Origo and its shareholders. The board of directors has approved and declared
advisable adoption of the Extension Amendment and recommends that you vote “FOR” such adoption. The board
of directors expresses no opinion as to whether you should convert your public shares.
Required Vote
The affirmative vote
of 66-2/3% of Origo’s outstanding ordinary shares who attend and vote at the extraordinary general meeting for the Extension
Amendment will be required to approve the Extension Amendment
Recommendation of the Board
The Board recommends
that you vote “FOR” the Extension Amendment. The Board expresses no opinion as to whether you should convert
your public shares.
THE ADJOURNMENT
PROPOSAL
The adjournment proposal,
if adopted, will request the chairman of the extraordinary general meeting (who has agreed to act accordingly) to adjourn the extraordinary
general meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented
to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary
general meeting to approve the Extension Amendment. If the adjournment proposal is not approved by our shareholders, the chairman
of the meeting shall not adjourn the extraordinary general meeting to a later date in the event, based on the tabulated votes,
there are not sufficient votes at the time of the extraordinary general meeting to approve the Extension Amendment.
The full text of the
Adjournment Proposal is set forth in Annex A.
Required Vote
The affirmative vote
of a majority of the Company’s shares present (in person or by proxy) and voting at the extraordinary general meeting will
be required to direct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of
the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment.
Recommendation
The Board recommends
that you vote “FOR” the adjournment proposal.
THE EXTRAORDINARY GENERAL MEETING
Date, Time and
Place.
The extraordinary general meeting of Origo’s shareholders will be held at 10:00 a.m., ET on June
12, 2018, at the offices of Origo’s counsel, Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11
th
Floor, New York, NY 10105.
Voting Power; Record
Date
. You will be entitled to vote or direct votes to be cast at the extraordinary general meeting, if you owned
Origo ordinary shares at the close of business on May 21, 2018, the record date for the extraordinary general meeting. You
will have one vote per proposal for each Origo share you owned at that time. Origo rights and warrants do not carry
voting rights.
Votes Required
. Approval
of the Extension Amendment proposal will require a special resolution (a resolution passed by a majority of at least two-thirds
of members who, being entitled to do so, vote at the extraordinary general meeting). The affirmative vote of a majority of
the Company’s shares present (in person or by proxy) and voting at the extraordinary general meeting will be required to
adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies
if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the
Extension Amendment.
At the close of business
on the record date, there were 2,654,169 outstanding ordinary shares of Origo each of which entitles its holder to cast one vote
per proposal.
If you do not want
the Extension Amendment approved, you must vote against the proposal. If you want to obtain your pro rata portion of the trust
account in the event the Extension is implemented, which will be paid shortly after the shareholder meeting which is scheduled
for June 12, 2018, you must vote for or against the Extension Amendment and demand conversion of your shares.
Proxies; Board Solicitation
. Your
proxy is being solicited by the Origo board of directors on the proposal to approve the Extension Amendment being presented to
shareholders at the extraordinary general meeting. No recommendation is being made as to whether you should elect to
convert your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still
revoke your proxy and vote your shares in person at the extraordinary general meeting.
We have retained Advantage
Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you have questions about how to vote or direct
a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.
The Company has agreed to pay Advantage Proxy a fee of $5,500 and expenses, for its services in connection with the special meeting.
Required Vote
Approval of the Extension
Amendment will require a special resolution (a resolution passed by a majority of at least two-thirds of members who, being entitled
to do so, vote at the extraordinary general meeting).
The affirmative vote
of a majority of the Company’s shares present (in person or by proxy) and voting at the extraordinary general meeting will
be required to direct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of
the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment.
All of Origo’s
directors, executive officers, initial shareholders and their affiliates are expected to vote all ordinary shares owned by them
in favor of the Extension Amendment and the Adjournment Proposal. On the record date, such holders represented approximately
35.6% of Origo’s issued and outstanding ordinary shares.
In addition, Origo’s
directors, executive officers, initial shareholders and their affiliates may choose to buy ordinary shares of Origo in the open
market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to
purchase shares from shareholders who would otherwise have voted against the Extension Amendment and elected to convert their shares
into a portion of the trust account. Any ordinary shares of Origo purchased by affiliates will be voted in favor of
the Extension Amendment.
Interests of Origo’s Current Management and Prior Management
When you consider the
recommendation of the Origo board of directors, you should keep in mind that Origo’s current and prior executive officers
and directors, have interests that may be different from, or in addition to, your interests as a shareholder. These
interests include, among other things:
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If the Extension Amendment is not approved and we are forced to wind up, dissolve and liquidate by June
12, 2018 in accordance with our charter, the 265,000 private units that were acquired by our prior management team simultaneously
with the IPO for an aggregate purchase price of $2,650,000 will be worthless. Such units had an aggregate market value
of approximately $2,954,750 based on the last sale price of $11.15 per unit on the OTC Pink marketplace on May 21, 2018;
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If the Extension Amendment is not approved and we are forced to wind up, dissolve and liquidate by June
12, 2018 as contemplated by our IPO prospectus and in accordance with our charter, the 1,050,000 ordinary shares currently held
by our Current Management (as transferees from prior management), which were initially acquired prior to the IPO by the initial
shareholders for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with
respect to such shares). Such shares had an aggregate market value of approximately $11,340,000 based on the last sale price of
$10.80 per share on the OTC Pink marketplace on May 21, 2018;
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Edward Fred, our chief executive officer and director agreed that he would be liable under certain circumstances to ensure that the proceeds in the trust account were not reduced by the claims of target businesses or vendors or other entities that were owed money by the Company for services rendered, contracted for or products sold to the Company. We cannot assure you that Mr. Fred will be able to satisfy these obligations if he is required to do so as we have not asked him to reserve any funds necessary to satisfy any such obligations;
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All rights specified in Origo’s charter relating to the right of officers and directors to be indemnified by Origo, and of Origo’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after the Extension. If the Extension is not approved and Origo liquidates, Origo will not be able to perform its obligations to its officers and directors under those provisions;
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At the Initial Meeting, shareholders holding 1,054,401 public shares exercised their right to convert such public shares into a pro rata portion of the trust account. Because the Initial Extension was approved, the Current Management of the Company provided a loan to the Company of $0.20 for each public share that was not converted, for an aggregate amount of approximately $629,000, and deposited in the trust account. In addition to the aforementioned contribution, Current Management loaned the Company an additional $370,880 for the Company’s working capital needs, for an aggregate of $1,000,000 loaned to the Company. If the Extension Amendment is not approved, the loans will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company had funds available to it outside of the trust account;
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At the Second Meeting, shareholders holding 36,594 public shares exercised their right to convert such public shares into a pro rata portion of the trust account. Because the Second Extension was approved, the Current Management of the Company provided a loan to the Company of $0.10 for each public share that was not converted, for an aggregate amount of approximately $310,900, and deposited in the trust account.
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At the Third Meeting, shareholders holding 1,123,568 public shares exercised their right to convert such public shares into a pro rata portion of the trust account. Because the Third Extension was approved, the Current Management of the Company provided a loan to the Company of $0.025 per month for each public share that was not converted, for an aggregate amount of approximately $300,000, and deposited in the trust account. In addition to the aforementioned contributions, Current Management loaned the Company an additional $537,000 for the Company’s working capital needs. If the Extension Amendment is not approved, the loans will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company had funds available to it outside of the trust account;
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At the Fourth Meeting, shareholders holding 343,806 public shares exercised their right to convert such public shares into a pro rata portion of the trust account. Because the Fourth Extension was approved, the Current Management of the Company provided a loan to the Company of $0.025 per month for each public share that was not converted, for an aggregate amount of approximately $246,250, and deposited in the trust account. Prior to the Fourth Meeting, the Company had received an aggregate of $1.5 million in outstanding convertible notes, including accrued interest, from Current Management. In addition, Current Management and EarlyBirdCapital, Inc. subsequently loaned the Company an additional $222,000 and $150,000 respectively, pursuant to certain promissory notes. If the Extension Amendment is not approved, the loans will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company had funds available to it outside of the trust account;
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At
the Fifth Meeting, shareholders holding 28,801 public shares exercised their right to convert such public shares into a pro
rata portion of the trust account. Because the Fifth Extension was approved, the Current Management of the Company provided
a loan to the Company of $0.04 per month for each public share that was not converted, for an aggregate amount of
approximately $200,000, and deposited in the trust account. Prior to the Fifth Meeting, the Company had received an
aggregate of $1.5 million in outstanding convertible notes, including accrued interest, from Current Management. In
addition, Current Management and Hightimes Holding Corp. subsequently loaned the Company an additional
$153,500 and $85,500 respectively, pursuant to certain promissory notes. If the Extension Amendment is not approved, the
loans will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the
extent that the Company had funds available to it outside of the trust account;
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Fortress Biotech, an affiliate of our prior management, has loaned the Company an aggregate of approximately $325,000. The loans are non-interest bearing and are payable at the consummation of a business combination. Fortress Biotech has agreed to convert the loans into additional private units at $10.00 per unit (or 32,500 units) upon consummation of an initial business combination. If the Extension Amendment is not approved, the loans will be forgiven as the Company will not be able to repay them; and
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Origo’s officers, directors, initial shareholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Origo’s behalf, such as identifying and investigating possible business targets and business combinations. If Origo fails to obtain the Extension and is forced to wind up, dissolve and liquidate, they will not have any claim against the trust account for reimbursement. Accordingly, Origo will not be able to reimburse these expenses. Although as of the record date, Origo’s officers, directors, initial shareholders and their affiliates had not incurred any unpaid reimbursable expense, they may incur such expenses in the future.
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