Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a)

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 September 11, 2017, at the offices of Origo’s counsel Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11 ^th Floor, New York, New York 10105, for the sole purpose of considering and voting upon the following proposals:

Each of the Extension Amendment and the Adjournment Proposal is more fully described in the accompanying proxy statement. If the Extension Amendment is approved, holders of ordinary shares issued in the Company’s initial public offering (the “IPO”, and such shares sold in the IPO are referred to as the “public shares”) may elect to convert their public shares into their pro rata portion of the funds held in the trust account (the “Conversion”) established at the time of the IPO (the “trust account”). The Conversion shall take effect as a repurchase as a matter of Cayman Islands law.

On July 24, 2017, we entered into a Merger Agreement (the “Merger Agreement”) with Hightimes Holdings 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.

●             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).

●             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.

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 September 12, 2017. 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 September 12, 2017, 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 $0.025 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 September 12, 2017 (the date by which Origo is currently required to complete its business combination) until the Extended Date. For example, if Origo takes until December 12, 2017 to complete its business combination, which would represent three calendar months, Origo’s insiders would make aggregate Contributions of approximately $150,000 (assuming no public shares were converted) (the “Contribution”). Each Contribution will be deposited in the trust account established in connection with the IPO within seven calendar days of such calendar month (or portion thereof). Accordingly, if the Extension Amendment is approved and the Extension is implemented and Origo takes the full time through the Extended Date to complete the initial business combination, the conversion amount per share at the meeting for such business combination or Origo’s subsequent liquidation will be approximately $10.725 per share, in comparison to the current conversion amount of approximately $10.65 per share (assuming no public shares were converted). The Contribution is conditional 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 $10.65 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 $10.65 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 August 21, 2017.  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 3,321,437 outstanding ordinary shares of Origo including 1,985,437 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 August [●], 2017 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.

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:

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 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 $[●] for the Company’s working capital needs, for an aggregate of approximately $[●] million loaned to the Company, which, with interest, will equal $[●] million 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 August [●], 2017, Origo had approximately $[●] million, representing approximately $[●] 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 (the “Merger Agreement”) with Hightimes Holdings 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.

●          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).

●          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.

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 September 12, 2017. 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 September 12, 2017.

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 September 12, 2017.

 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 $10.65 at the time of the extraordinary general meeting. The closing price of our ordinary shares on August [●], 2017 was $[●]. 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 $[●] 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 $0.025 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 September 12, 2017 (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 December 12, 2017 to complete its business combination, which would represent three calendar months, Origo’s insiders would make aggregate Contributions of approximately $150,000 (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 $10.725 per share, in comparison to the current conversion amount of approximately $10.65 per share (assuming no public shares were converted). The Contribution is a condition to 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. 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 September 12, 2017. 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 September 12, 2017.

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 $0.025 for each public share that is not converted, for each calendar month (commencing on September 12, 2017 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 September 12, 2017 (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 December 12, 2017 to complete its business combination, which would represent three calendar months, Origo’s insiders would make aggregate Contributions of approximately $150,000 (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 $10.725 per share, in comparison to the current conversion amount of approximately $10.65 per share (assuming no public shares were converted). The Contribution is conditional 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 $[●] million that was in the trust account as of August [●], 2017.  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 $10.65 per share. The closing price of Origo’s ordinary shares on August [●], 2017 was $[●]. 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 $[●] 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 Contribution, the conversion price for any subsequent business combination or liquidation will be approximately $10.725, or $0.075 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 September 11, 2017, 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 August 21, 2017, 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 3,321,437 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 September 11, 2017, 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 31.6% 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: