Additional Proxy Soliciting Materials (definitive) (defa14a)
November 16 2017 - 5:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 16, 2017
Origo
Acquisition Corporation
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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001-36757
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20-3061907
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(State
or Other Jurisdiction
|
(Commission
File
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(IRS
Employer
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of
Incorporation)
|
Number)
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Identification
Number)
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708
Third Avenue
New
York, New York 10017
(Address
of principal executive offices)(Zip Code)
Registrant’s
telephone number, including area code:
(212) 634-4512
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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|
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
CERTAIN
NOTICES
COMMENCING
AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K, ORIGO ACQUISITION CORPORATION (“OAC”) INTENDS TO HOLD PRESENTATIONS
FOR CERTAIN OF ITS SHAREHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING OAC’S SECURITIES, IN CONNECTION
WITH THE PROPOSED BUSINESS COMBINATION TRANSACTION BETWEEN OAC AND HIGHTIMES HOLDING CORPORATION (“HTH”), AS DESCRIBED
IN THIS REPORT AND ITS EXHIBIT (THE “BUSINESS COMBINATION”).
SHAREHOLDERS
OF OAC AND OTHER INTERESTED PERSONS ARE ADVISED TO READ OAC’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON NOVEMBER 13, 2017 AND ANY AMENDMENTS THERETO IN CONNECTION
WITH OAC’S SOLICITATION OF PROXIES FOR A SPECIAL MEETING OF ITS SHAREHOLDERS RELATED TO THE BUSINESS COMBINATION BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ OAC’S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED NOVEMBER 30, 2016 FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF OAC’S OFFICERS AND DIRECTORS AND THEIR
RESPECTIVE INTERESTS AS SECURITY HOLDERS IN THE SUCCESSFUL CONSUMMATION OF THE BUSINESS COMBINATION. OAC’S DEFINITIVE PROXY
STATEMENT WILL BE DELIVERED TO SHAREHOLDERS OF OAC AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSAL TO APPROVE
THE BUSINESS COMBINATION AND RELATED MATTERS. SHAREHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF SUCH DOCUMENTS, WITHOUT CHARGE,
BY DIRECTING A REQUEST TO: ORIGO ACQUISITION CORPORATION,
708 Third Avenue, New York,
NY 10017
. THESE DOCUMENTS, ONCE AVAILABLE, AND OAC’S ANNUAL REPORT ON FORM 10-K AND OTHER FILINGS OF OAC WITH THE
SEC CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (HTTP://WWW.SEC.GOV).
CERTAIN
FINANCIAL INFORMATION AND DATA CONTAINED IN THE EXHIBITS HERETO ARE UNAUDITED AND DO NOT CONFORM TO SEC REGULATION S-X. ACCORDINGLY,
SUCH INFORMATION AND DATA MAY BE ADJUSTED AND PRESENTED DIFFERENTLY IN OAC’S PRELIMINARY AND DEFINITIVE PROXY STATEMENTS
TO SOLICIT SHAREHOLDER APPROVAL OF THE BUSINESS COMBINATION.
ADDITIONAL
INFORMATION
THIS
REPORT AND THE EXHIBIT HERETO ARE NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY
SECURITIES OR IN RESPECT OF THE PROPOSED BUSINESS COMBINATION DESCRIBED HEREIN AND IN THE EXHBIIT HERETO AND SHALL NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF OAC OR HTH, NOR SHALL THERE BE ANY SALE OF ANY SUCH SECURITIES
IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF SUCH STATE OR JURISDICTION.
CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS
THIS
REPORT AND THE EXHIBIT HERETO INCLUDE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE SAFE HARBOR PROVISIONS
OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF WORDS
SUCH AS "ANTICIPATES", "BELIEVES", "CONTINUE", "EXPECTS", "ESTIMATES", "INTENDS",
"MAY", "OUTLOOK", "PLANS", "POTENTIAL", "PROJECTS", "PREDICTS", "SHOULD",
"WILL", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY. SUCH FORWARD-LOOKING STATEMENTS
WITH RESPECT TO THE TIMING OF THE PROPOSED BUSINESS COMBINATION, AS WELL AS THE EXPECTED PERFORMANCE, RESULTS OF OPERATIONS (INCLUDING
ALL PROJECTED RESULTS OF OPERATIONS OF HTH DETAILED IN THE EXHIBIT HERETO), STRATEGIES, PROSPECTS AND OTHER ASPECTS OF THE BUSINESSES
OF OAC AND HTH AND THE COMBINED COMPANY AFTER COMPLETION OF THE PROPOSED BUSINESS COMBINATION, ARE BASED ON CURRENT EXPECTATIONS
THAT ARE SUBJECT TO SIGNIFICANT RISKS AND UNCERTAINTIES.
A
NUMBER OF FACTORS COULD CAUSE ACTUAL RESULTS OR OUTCOMES TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.
THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: (1) THE OCCURRENCE OF ANY EVENT, CHANGE OR OTHER CIRCUMSTANCES THAT COULD GIVE
RISE TO THE TERMINATION OF THE BUSINESS COMBINATION; (2) THE OUTCOME OF ANY LEGAL PROCEEDINGS THAT MAY BE INSTITUTED AGAINST OAC,
HTH OR OTHERS IN CONNECTION WITH THE BUSINESS COMBINATION; (3) THE INABILITY TO COMPLETE THE BUSINESS COMBINATION HEREIN DUE TO
THE FAILURE TO OBTAIN APPROVAL OF THE SHAREHOLDERS OF OAC OR HTH OR OTHER CONDITIONS TO CLOSING IN SUCH TRANSACTION; (4) THE RISK
THAT OAC AND HTH MAY BE UNABLE TO SECURE A U.S. NATIONAL EXCHANGE LISTING FOR THE POST-TRANSACTION ENTITY; (5) THE RISK THAT THE
PROPOSED BUSINESS COMBINATION DISRUPTS THE CURRENT PLANS AND OPERATIONS OF HTH; (6) THE ABILITY OF OAC AND HTH TO RECOGNIZE THE
ANTICIPATED BENEFITS OF THE BUSINESS COMBINATION, WHICH MAY BE AFFECTED BY, AMONG OTHER THINGS, COMPETITION, THE ABILITY OF THE
COMBINED COMPANY TO GROW AND MANAGE GROWTH PROFITABLY, OPERATE AS A PUBLIC COMPANY AND RETAIN ITS KEY EMPLOYEES; (7) COSTS RELATED
TO THE PROPOSED BUSINESS COMBINATION; (8) CHANGES IN APPLICABLE LAWS OR REGULATIONS OR THEIR INTERPRETATION OR APPLICATION (INCLUDING,
NOTABLY, FEDERAL AND STATE LAWS RELATED TO THE USE, CULTIVATION AND DISTRIBUTION OF CANNABIS-BASED PRODUCTS); (9) THE POSSIBILITY
THAT OAC OR HTH MAY BE ADVERSELY AFFECTED BY OTHER ECONOMIC, BUSINESS, AND/OR COMPETITIVE FACTORS; (10) FUTURE EXCHANGE AND INTEREST
RATES; (11) DELAYS IN OBTAINING, ADVERSE CONDITIONS CONTAINED IN, OR THE INABILITY TO OBTAIN NECESSARY REGULATORY APPROVALS OR
COMPLETE REGULATORY REVIEWS REQUIRED TO COMPLETE THE PROPOSED BUSINESS COMBINATION; AND (12) OTHER RISKS AND UNCERTAINTIES INDICATED
IN THE PRELIMINARY PROXY STATEMENT FILED BY OAC WITH THE SEC, INCLUDING THOSE UNDER “RISK FACTORS” THEREIN, AND OTHER
FILINGS WITH THE SEC BY OAC OR HTH. THESE FACTORS ARE NOT INTENDED TO BE AN ALL-ENCOMPASSING LIST OF RISKS AND UNCERTAINTIES.
THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT AND ITS EXHIBIT ARE BASED ON OAC’S AND HTH’S CURRENT EXPECTATIONS
AND BELIEFS CONCERNING FUTURE DEVELOPMENTS AND THEIR POTENTIAL EFFECTS ON OAC AND HTH. FUTURE DEVELOPMENTS AFFECTING OAC AND HTH
MAY NOT BE THOSE THAT WE HAVE ANTICIPATED. THESE FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS, UNCERTAINTIES (SOME OF
WHICH ARE BEYOND OAC’S AND HTH’S CONTROL) AND OTHER ASSUMPTIONS THAT MAY CAUSE ACTUAL RESULTS OR PERFORMANCE TO BE
MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES MATERIALIZE, OR SHOULD ANY OF THE ASSUMPTIONS MADE PROVE INCORRECT, ACTUAL RESULTS MAY VARY IN MATERIAL RESPECTS
FROM THOSE PROJECTED IN THESE FORWARD-LOOKING STATEMENTS. OAC UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS MAY BE REQUIRED UNDER APPLICABLE SECURITIES
LAWS.
BY
THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEPEND
ON CIRCUMSTANCES THAT MAY OR MAY NOT OCCUR IN THE FUTURE. READERS ARE CAUTIONED THAT FORWARD-LOOKING STATEMENTS (INCLUDING ALL
PROJECTED RESULTS OF OPERATIONS OF HTH DETAILED IN THE EXHIBIT HERETO) ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND THAT ACTUAL
RESULTS OF OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY, AND DEVELOPMENTS IN THE INDUSTRY IN WHICH OAC AND HTH OPERATE MAY DIFFER
MATERIALLY FROM THOSE MADE IN OR SUGGESTED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT OR ITS EXHIBIT. IN ADDITION,
EVEN IF RESULTS OR OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY, AND DEVELOPMENTS IN THE INDUSTRY IN WHICH OAC AND HTH OPERATE
ARE CONSISTENT WITH THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT AND ITS EXHIBIT, THOSE RESULTS OR DEVELOPMENTS MAY
NOT BE INDICATIVE OF RESULTS OR DEVELOPMENTS IN SUBSEQUENT PERIODS.
Item 7.01.
Regulation FD Disclosure.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an investor presentation
that will be used by Origo Acquisition Corporation (the “Company”) in connection with its previously announced agreement
to enter into a business combination with Hightimes Holding Corporation.
Item 8.01. Other Events
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
.
Exhibit
Number
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Description
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99.1
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Investor presentation, dated November 16, 2017.
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NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: November
16, 2017
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ORIGO ACQUISITION CORPORATION
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/s/
Edward J. Fred
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Name:
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Edward
J. Fred
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Title:
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Chief Executive
Officer
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Origo Acquisition Corporation (NASDAQ:OACQU)
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