NOTICE OF EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS
TO BE HELD JUNE 12, 2018
TO THE SHAREHOLDERS OF ORIGO ACQUISITION CORPORATION:
You are cordially
invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of shareholders of Origo
Acquisition Corporation (“Origo,” “Company,” “we,” “us” or “our”) to
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, 11th Floor, New York, New York 10105, for the sole purpose of considering and voting upon the following proposals:
|
●
|
a
proposal to amend (the “Extension Amendment”) Origo’s amended and restated memorandum and articles of association
(the “charter”) to extend the date by which Origo has to consummate a business combination (the “Extension”)
to September 12, 2018 or such earlier date as determined by the Directors (the “Extended Date”); and
|
|
●
|
a
proposal 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 “Adjournment Proposal”).
|
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, and we expect our securities to be delisted from
Nasdaq in the near future.
Origo’s charter
provides that Origo has until June 12, 2018 to complete an initial business combination. Since the completion of the IPO, we have
been dealing with many of the practical difficulties associated with the identification of an initial business combination target,
negotiating business terms with potential targets, conducting related due diligence and obtaining the necessary audited financial
statements. Commencing promptly upon completion of our IPO, we began to search for an appropriate business combination target.
During the process, we relied on numerous business relationships and contacted investment bankers, private equity funds, consulting
firms, and legal and accounting firms.
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 entered
into an amendment to the Merger Agreement on May 22, 2018, pursuant to which HTH agreed to forbear its unilateral right to terminate
the Merger Agreement. 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.
Holders of public
shares may elect to convert their shares in connection with the Extension Amendment so long as they vote for or against the Extension
Amendment. Origo estimates that the per-share pro rata portion of the trust account will be approximately $10.92 at the time of
the extraordinary general meeting. The closing price of Origo’s ordinary shares on May 30, 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 $0.12 more than if he, she or it sold its shares in the open market. Origo cannot assure shareholders
that they will be able to sell their ordinary shares of Origo 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.
Origo’s officers
and directors (“Current Management”) have agreed to contribute to us as a loan $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 $194,000, 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 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 $11.04 per share, in comparison to the current conversion amount of approximately
$10.92 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 not approved, as contemplated by our IPO prospectus and in accordance with our charter, we will automatically wind
up, dissolve and liquidate in accordance with our charter.
Subject to the foregoing,
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. For the Adjournment Proposal, the Board will exercise
its powers in relation to such matters in accordance with the affirmative vote of a majority of votes cast at the 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.
The Origo board
of directors has fixed the close of business on May 21, 2018 as the date for determining Origo shareholders entitled to receive
notice of and vote at the extraordinary general meeting and any adjournment thereof. Only holders of record of Origo
ordinary shares on that date are entitled to have their votes counted at the extraordinary general meeting or any adjournment thereof.
After careful consideration
of all relevant factors, Origo’s board of directors has determined that the Extension Amendment and the Adjournment Proposal
are fair to and in the best interests of Origo and its shareholders, has declared them advisable and recommends that you vote or
give instruction to vote “FOR” the Extension Amendment and the Adjournment Proposal.
Enclosed is the
proxy statement containing detailed information concerning the Extension Amendment, the Adjournment Proposal and the extraordinary
general meeting. Whether or not you plan to attend the extraordinary general meeting, we urge you to read this material
carefully and vote your shares.
I look forward to seeing you at the meeting.
June 1, 2018
|
By Order of the Board of Directors
|
|
|
|
Edward J. Fred
|
|
Chief Executive Officer and Director
|
Your vote is important. Please
sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the extraordinary general
meeting. If you are a shareholder of record, you may also cast your vote in person at the extraordinary general meeting. If
your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares,
or you may cast your vote in person at the extraordinary general meeting by obtaining a proxy from your brokerage firm or bank.
Important Notice Regarding the Availability
of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on June 12, 2018
: This notice of meeting
and the accompany proxy statement are available at http://www.cstproxy.com/origoacquisitioncorp/smp2018.
ORIGO ACQUISITION CORPORATION
708 THIRD AVENUE
NEW YORK, NEW YORK 10017
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 12, 2018
PROXY STATEMENT
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:
|
●
|
a proposal to amend (the “Extension Amendment”) Origo’s amended and restated memorandum and articles of association (the “charter”) to extend the date by which Origo has to consummate a business combination (the “Extension”) to September 12, 2018 or such earlier date as determined by the Directors (the “Extended Date”); and
|
|
|
|
|
●
|
a proposal 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 “Adjournment Proposal”).
|
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, and we expect our securities to be delisted from
Nasdaq in the near future.
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 entered
into an amendment to the Merger Agreement on May 22, 2018, pursuant to which HTH agreed to forbear its unilateral right to terminate
the Merger Agreement. 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 $194,000, 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 $11.04 per share, in comparison to the current conversion amount of approximately $10.92 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 $10.92 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
$10.92 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 2,948,830 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 June 1, 2018 and is first being mailed to shareholders on or about that date.
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY
GENERAL MEETING
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.
|
Why am I receiving this proxy statement?
|
|
A. Origo is a blank
check company formed in August 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, Origo consummated its IPO from which it derived gross proceeds of approximately $42,000,000, including proceeds from the
partial exercise of the underwriters’ over-allotment option. In June 2016, the Company’s shareholders approved
a proposal to extend the date by which the Company had to consummate a business combination from June 12, 2016 to December 12,
2016 (the “Initial Extension”). In December 2016, the Company’s shareholders approved a proposal to further extend
the date by which the Company had to consummate a business combination from December 12, 2016 to March 12, 2017 (the “Second
Extension”). In March 2017, the Company’s shareholders approved a proposal to further extend the date by which the
Company had to consummate a business combination from March 12, 2017 to September 12, 2017 (the “Third Extension”).
In September 2017, the Company’s shareholders approved a proposal to further extend the date by which the Company had to
consummate a business combination from September 12, 2017 to March 12, 2018 (the “Fourth Extension”). In March 2018,
the Company’s shareholders approved a proposal to further extend the date by which the Company had to consummate a business
combination from March 12, 2018 to June 12, 2018 (the “Fifth Extension”). Like most blank check companies, our charter
provides for the return of the IPO proceeds held in trust to the holders of ordinary shares sold in the IPO if there is no qualifying
business combination(s) consummated on or before a certain date (in our case, after the Fifth Extension, June 12, 2018). The
board of directors believes that it is in the best interests of the shareholders to continue Origo’s existence until the
Extended Date in order to allow Origo more time to complete the Merger or another initial business combination.
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.
|
|
|
|
|
Q.
|
What is being voted on?
|
|
A. You are being asked
to vote on:
● a
proposal to amend Origo’s charter to extend the date by which Origo has to consummate a business combination to September
12, 2018 (the “Extended Date”) or such earlier date as determined by the Directors; and
● a
proposal 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 Extension Amendment is essential
to the overall implementation of the board of directors’ plan to complete the Merger or another business combination.
If the Extension Amendment is approved,
holders of public shares may elect to convert their public shares into their pro rata portion of the funds held in the trust account.
Accordingly, the approval will constitute consent for Origo to 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, deliver to the holders
of such converted public shares the pro rata portion of the Withdrawal Amount and retain the remainder of the funds in the trust
account, plus the Contribution (as described below).
|
|
|
|
|
|
|
|
We will not proceed 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 public shares that holders elected to convert into their pro rata portion of the funds held in the trust account (the “Conversion”). The Conversion shall take effect as a repurchase as a matter of Cayman Islands law.
|
|
|
|
|
|
|
|
If the Extension Amendment is not approved,
we will automatically wind up, liquidate and dissolve starting on June 12, 2018, 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. There will be no distribution
from the trust account with respect to our 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 it the funds necessary to complete such liquidation (currently anticipated to be no more than
approximately $15,000) and agreed not to seek repayment of such expenses.
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.
|
Q.
|
Why is the Company proposing the Extension Amendment?
|
|
A. Origo’s charter
provides for the return of the IPO proceeds held in trust to the holders of ordinary shares sold in the IPO if there is no qualifying
business combination(s) consummated on or before June 12, 2018.
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 the 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”).
● 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 Date of the Merger, 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 Closing Date (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 Closing Date, 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 entered into an amendment
to the Merger Agreement on May 22, 2018, pursuant to which HTH agreed to forbear its unilateral right to terminate the Merger Agreement.
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.
Accordingly, the Company’s Board
is proposing the Extension Amendment to extend the Company’s corporate existence until the Extended Date and to allow for
the Conversion.
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 at this time, 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.
|
Q.
|
Why should I vote for the Extension Amendment?
|
|
A. Origo’s board
of directors believes shareholders will benefit from Origo consummating the Merger or another business combination and is proposing
the Extension Amendment to extend the date by which Origo has to complete a business combination until the Extended Date. The
Extension would give Origo a longer period of time to complete the Merger or another initial business combination.
|
|
|
|
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. Pursuant
to our charter, shareholders have the right to convert their public shares into a pro rata portion of the funds held in the trust
account in connection with the Extension. This allows shareholders that are not in favor of the Extension to receive their portion
of the trust account currently contemplated by our charter.
As a result, Origo’s board of
directors recommends that you vote in favor of the Extension Amendment.
|
|
|
|
|
Q.
|
How do the Origo insiders intend to vote their shares?
|
|
A. All of Origo’s
directors, executive officers, initial shareholders and their respective affiliates are expected to vote any ordinary shares over
which they have voting control (including any public shares owned by them) in favor of the Extension Amendment and the Adjournment
Proposal.
|
|
|
|
Origo’s directors, executive officers,
initial shareholders and their respective affiliates are not entitled to convert the initial shares. Shares purchased on the open
market by Origo’s directors, executive officers and their respective affiliates may be converted. On the record date,
Origo’s directors, executive officers, initial shareholders and their affiliates beneficially owned and were entitled to
vote 1,050,000 initial shares, representing approximately 35.6% of Origo’s issued and outstanding ordinary shares. Origo’s
directors, executive officers, initial shareholders and their affiliates did not beneficially own any public shares as of such
date.
Origo’s directors, executive officers,
initial shareholders and their affiliates may choose to buy public shares 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. Any public shares held by or subsequently purchased by affiliates
of Origo may be voted in favor of the Extension Amendment.
|
|
|
|
|
Q.
|
What amount will holders receive upon consummation of a subsequent business combination or liquidation if the Extension Amendment is approved?
|
|
A. 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, 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 $194,000, 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 $11.04 per share, in comparison to the current conversion amount of approximately $10.92 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.
|
Q.
|
What vote is required to adopt the Extension Amendment and the Adjournment Proposal?
|
|
A. Approval of the Extension
Amendment will require a special resolution under Cayman Islands law and our charter. A special resolution is 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.
For the Adjournment Proposal, the Board
will exercise its powers in relation to such matters in accordance with the affirmative vote of a majority of votes cast at the
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.
|
|
|
|
|
Q.
|
What if I don’t want to vote for the Extension Amendment?
|
|
A. If you do not want the Extension Amendment to be approved, you must vote against the Extension Amendment. If the Extension Amendment is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the trust account and paid to the converting holders.
|
|
|
|
|
Q.
|
Will you seek any further extensions to liquidate the trust account?
|
|
A. Other than the extension until the Extended Date as described in this proxy statement, Origo does not anticipate, but is not prohibited from, seeking any further extension to consummate the Merger or another business combination. Origo has provided that all holders of public shares, whether they vote for or against the Extension Amendment, may elect to convert their public shares into their pro rata portion of the trust account and should receive the funds shortly after the extraordinary general meeting. Those holders of public shares who elect not to convert their shares now shall retain conversion rights with respect to future business combinations, or, if no future business combination is brought to a vote of the shareholders or if a business combination is not completed for any reason, such holders shall be entitled to the pro rata portion of the trust account on the Extended Date.
|
|
|
|
|
Q.
|
What happens if the Extension Amendment is not approved?
|
|
A. If the Extension Amendment is not approved, we will automatically liquidate, wind up and dissolve starting on June 12, 2018 in accordance with our charter. Origo’s initial shareholders waived their rights to participate in any liquidation distribution with respect to their initial shares. There will be no distribution from the trust account with respect to our 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, which it believes are sufficient for such purposes. If such funds are insufficient, Edward Fred has agreed to advance us 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.
|
|
|
|
|
Q.
|
If the Extension Amendment is approved, what happens next?
|
|
A. If the Extension Amendment is approved, the Company and its management have until the Extended Date to complete its initial business combination.
|
|
|
|
The Company will remain a reporting
company under the Securities Exchange Act of 1934 (the “Exchange Act”) and its units, ordinary shares, rights and warrants
will remain publicly traded.
If the Extension Amendment is approved,
the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase
the percentage interest of Origo’s ordinary shares held by Origo’s officers, directors, initial shareholders and their
affiliates.
|
|
|
|
|
Q.
|
Who bears the cost of soliciting proxies?
|
|
A. The Company will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through its directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts. 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.
|
|
|
|
|
Q.
|
How do I change my vote?
|
|
A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Origo’s secretary prior to the date of the extraordinary general meeting or by voting in person at the extraordinary general meeting. Attendance at the extraordinary general meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to Origo located at 708 Third Avenue, New York, NY 10017, Attn: Corporate Secretary.
|
|
|
|
|
Q.
|
How are votes counted?
|
|
A. Votes will be counted
by the inspector of election appointed for the meeting, who will separately count “FOR,” “AGAINST” and
“ABSTAIN” votes. The Extension Amendment must be approved by a special resolution (requiring 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.
Abstentions (but not broker non-votes)
will be counted towards the quorum requirement but will not count as votes for the purposes of the voting threshold.
If your shares are held by your broker
as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your
shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If
you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items,
but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine
under the rules of the New York Stock Exchange applicable to member brokerage firms. These rules provide that for routine
matters your broker has the discretion to vote shares held in street name in the absence of your voting instructions. On
non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. We
believe the proposals presented to the shareholders at the extraordinary general meeting will be considered non-discretionary and
therefore your broker cannot vote your shares without your instruction.
|
Q.
|
If my shares are held in “street name,” will my broker automatically vote them for me?
|
|
A. Your broker cannot vote your shares unless you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions.
|
|
|
|
|
Q.
|
What is a quorum requirement?
|
|
A. A quorum of shareholders
is necessary to hold a valid meeting. The presence in person or by proxy or, if a corporation or other non-natural person,
by its duly authorized representative, of the holders of a majority of the outstanding ordinary shares of Origo constitutes a quorum.
Your shares will be counted towards
the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you
vote in person at the extraordinary general meeting. Abstentions (but not broker non-votes) will be counted towards
the quorum requirement but will not count as votes for the purposes of the voting threshold. If there is no quorum present
within half an hour of the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at
the same time and place or to such other day, time and place as the directors may determine.
|
|
|
|
|
Q.
|
Who can vote at the extraordinary general meeting?
|
|
A. Only holders of record
of Origo’s ordinary shares at the close of business on May 21, 2018 are entitled to have their vote counted at the extraordinary
general meeting and any adjournments or postponements thereof. On this record date, 2,948,830 ordinary shares were outstanding
and entitled to vote.
Shareholder of Record: Shares Registered
in Your Name
. If on the record date your shares were registered directly in your name with Origo’s transfer
agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of
record, you may vote in person at the extraordinary general meeting or vote by proxy. Whether or not you plan to attend
the extraordinary general meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is
counted.
Beneficial Owner: Shares
Registered in the Name of a Broker or Bank
. If on the record date your shares were held, not in your name, but
rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial
owner, 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.
|
Q.
|
Does the board recommend voting for the approval of the Extension Amendment and the Adjournment Proposal?
|
|
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.
|
|
|
|
|
Q.
|
What interests do the Company’s current and former directors and officers have in the approval of the proposals?
|
|
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
.”
|
|
|
|
|
Q.
|
What if I object to the Extension Amendment? Do I have appraisal rights?
|
|
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”).
|
|
|
|
|
Q.
|
What happens to the Origo rights and warrants if the Extension Amendment is not approved?
|
|
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.
|
|
|
|
|
Q.
|
What happens to the Origo rights and warrants if the Extension Amendment is approved?
|
|
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.
|
|
|
|
|
Q.
|
What consideration should I be giving to the fact the Company’s securities have been delisted from Nasdaq?
|
|
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.
|
|
|
|
|
Q.
|
What do I need to do now?
|
|
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.
|
|
|
|
|
Q.
|
How do I vote?
|
|
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.
|
Q.
|
How do I convert my shares of Origo ordinary shares?
|
|
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.
|
|
|
|
|
Q.
|
What should I do if I receive more than one set of voting materials?
|
|
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.
|
|
|
|
|
Q.
|
Who is paying for this proxy solicitation?
|
|
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.
|
Q.
|
Who can help answer my questions?
|
|
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
|
|
|
|
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.”
|
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:
|
●
|
discuss future expectations;
|
|
|
|
|
●
|
contain projections of future results of operations or financial condition; or
|
|
|
|
|
●
|
state other “forward-looking” information.
|
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. 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, which was 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, EarlyBirdCapital, Inc. and Hightimes Hold Corp., 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 30,
2018, Origo had approximately $17.6 million, representing approximately $10.92 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 entered
into an amendment to the Merger Agreement on May 22, 2018, pursuant to which HTH agreed to forbear its unilateral right to terminate
the Merger Agreement. 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, and we expect our securities to be delisted from Nasdaq in the near 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.
As
a result of our securities being delisted from Nasdaq, 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.
|
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 $10.92 at the time of the extraordinary general meeting.
The closing price of our ordinary shares on May 30, 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 $0.12 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 $194,000, 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 $11.04 per share, in comparison to the current conversion amount of approximately
$10.92 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 $194,000, 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 $11.04 per share, in comparison to the current conversion amount of approximately $10.92 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 30,
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 $10.92 per share. The
closing price of our ordinary shares on May 30, 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 $0.12 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
$11.04, or $0.12 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 2,948,830 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:
|
●
|
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 $3,074,000 based on the last sale price of $11.60 per unit on the OTC Pink marketplace on May 30, 2018;
|
|
|
|
|
●
|
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 30, 2018;
|
|
|
|
|
●
|
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;
|
|
|
|
|
●
|
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;
|
|
|
|
|
●
|
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;
|
|
|
|
|
●
|
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.
|
|
●
|
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;
|
|
|
|
|
●
|
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;
|
|
|
|
|
●
|
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;
|
|
|
|
|
●
|
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
|
|
|
|
|
●
|
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.
|