S-4/A 1 s108534_s4a.htm S-4/A

Registration No. 333-221527

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Amendment No. 1

ORIGO ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	6770	N/A
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification No.)

708 Third Avenue

New York, NY 10017

(212) 634-4512

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edward J. Fred

Origo Acquisition Corporation

708 Third Avenue

New York, NY 10017

(212) 634-4512

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Douglas S. Ellenoff, Esq.

Stuart Neuhauser, Esq

Lawrence A. Rosenbloom, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105-0302

(212) 370-1300

Stephen A. Weiss, Esq.

Megan J. Penick, Esq.

CKR Law

1330 Avenue of the Americas, 14th Floor
New York, New York 10019

(212) 259-7300

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this Registration Statement is declared effective, (ii) a statutory redomestication (the “Redomestication”) has been effected, pursuant to which Origo Acquisition Corporation, a Cayman Islands company (“Origo”), has been converted into a Nevada corporation having the name High Times Media Corporation (the “Successor”); and (iii) the satisfaction or waiver of all conditions under the merger agreement described in this registration statement (the “Business Combination”).

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated ☐		Smaller reporting company ☒
		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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	☐

CALCULATION OF REGISTRATION FEE⁽¹⁾

Title of Each Class of Securities to be Registered	Amount to be Registered		Maximum Offering Price Per Security		Proposed Maximum Aggregate Offering Price			Amount of Registration Fee⁽⁶⁾
Common Stock⁽²⁾		31,067,200	$	10.675	$	331,642,360	⁽⁴⁾	$	41,290
Redeemable Warrants⁽³⁾		2,259,250	$	0.35	$	790,738	⁽⁵⁾	$	99
TOTAL		33,326,450			$	332,433,098		$	41,389

(1)

The Calculation of Registration Fee table above corrects a calculation error in the initial filing of the Form S-4. Of the $41,389 registration fee due, $41,380.91 was previously paid in connection with the initial filing of this Form S-4 and an additional $8.09 is being paid in connection with this filing.

(2)

Represents the sum of (a) 3,445,481 shares of Common Stock issuable upon conversion of outstanding ordinary shares of the Registrant, $.0001 par value per share, (“Ordinary Shares”) upon the completion of the redomestication of the Registrant from a Cayman Islands company to a Nevada corporation (the “Redomestication”) (including (i) 467,850 Ordinary Shares issuable upon conversion of the outstanding rights (“Right”) of the Registrant to receive one-tenth of one Ordinary Share per Right upon completion of the business combination (“Business Combination”) pursuant to a merger agreement dated as of July 24, 2017 by among the Registrant, Hightimes Holding Corp., HTHC Merger Sub, Inc. (a wholly owned subsidiary of the Registrant) and Jose Aldeanueva, as the Registrant’s representative (as amended, the “Merger Agreement”) and (ii) 35,750 Ordinary Shares issuable upon conversion of the certain convertible promissory notes, (b) 23,474,178 shares of Common Stock issuable pursuant to the Merger Agreement, (c) estimated maximum number of 2,259,250 shares of Common Stock issuable upon the exercise of the Redeemable Warrants (such Common Stock is being offered on a continuous basis to the holders of the related Redeemable Warrants), (d) 462,000 shares of Common Stock issuable upon the exercise of options, and (e) 1,199,791 shares of Common Stock to be issued as a result of debt conversion of ExWorks notes.

(3)

Represents Redeemable Warrants which will be converted on a one-for-one basis for Redeemable Warrants of the Successor in connection with the Redomestication.

(4)

Pursuant to Rules 457(c) and 457(f) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is the product obtained by multiplying $10.675 (the average of the high and low prices of Origo Shares as reported on the NASDAQ Capital Market on November 9, 2017), by 31,067,200, which equals the sum of shares of common stock as described in note (1) above.

(5)

Pursuant to Rules 457(c) and 457(f) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is the product obtained by multiplying $0.35 (the average of the high and low prices of Origo Shares as reported on the NASDAQ Capital Market on November 9, 2017), by 2,259,250, which equals the sum of shares of common stock as described in note (2) above.

(6)

Computed based on a rate of $124.50 per $1,000,000 of the proposed maximum aggregate offering price, which is equal to 0.0001245 multiplied by the proposed maximum aggregate offering price.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

As used in this Registration Statement, the term “Registrant” refers to Origo prior to the Redomestication and to the Successor, High Times Media Corporation, following the Redomestication.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED DECEMBER 29, 2017

To the Shareholders of Origo Acquisition Corporation:

You are cordially invited to attend the extraordinary general meeting of the shareholders (the “Special Meeting”) of Origo Acquisition Corporation (“Origo”) to be held on _______________, 2018 at _________ a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. Only shareholders who held ordinary shares of Origo at the close of business on ______, 2018 will be entitled to vote at the Special Meeting and at any adjournments and postponements thereof.

As we previously announced, Origo entered into a merger agreement, dated July 24, 2017 (the “Merger Agreement”), with Hightimes Holding Corp. (“HTH”) and certain other parties, which provides for the merger of a wholly owned subsidiary of Origo with and into HTH (the “Merger”), with HTH remaining as the surviving entity and a wholly owned subsidiary of Origo. HTH 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 currently focused on four fundamental activities: (a) the publication of the HIGH TIMES® monthly print and on-line 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.

Subject to the shareholder approval as described in the accompanying proxy statement/prospectus and satisfaction or waiver of the other conditions specified in the Merger Agreement, the following will occur:

●

Immediately prior to consummation of the Merger, Origo will cease to be a Cayman Islands company and will redomesticate by converting into a Nevada corporation (the “Redomestication”). The name of the continuing Nevada corporation will be High Times Media Corporation (referred to herein as the “Successor”).

●

Following the Redomestication, a wholly owned subsidiary of the Successor will merge with and into HTH, with HTH remaining as the surviving entity.

●

Pursuant to the Merger, all common stockholders of HTH and holders of warrants to purchase shares of common stock of HTH will be entitled to receive Successor’s common stock, on the basis described in the accompanying proxy statement/prospectus.

●

All outstanding options of HTH will be assumed by the Successor.

Origo has applied for the listing of the common stock of the Successor on the Nasdaq Capital Market (“Nasdaq”) following the consummation of the Merger, under the symbol HITM. Origo has also applied for the listing of the redeemable warrants, rights, and units of the Successor on Nasdaq.

We are asking you to vote to approve the Redomestication and the Business Combination at the Special Meeting, as well as the other matters to be considered at the Special Meeting. The Board has approved the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Redomestication) and has determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Origo and its shareholders. Your approval of the Redomestication and Business Combination is one of the conditions to the consummation of the Merger.

The Origo units, ordinary shares, rights and warrants are listed on Nasdaq under the symbols “OACQU,” “OACQ,” “OACQR” and “OACQW,” respectively. Units not separated continue to be listed under the symbol “OACQU.” On December 26, 2017, the closing sale price of Origo ordinary shares was $10.60 per share.

Your vote is very important. As a condition to the completion of the Merger and other transactions contemplated by the Merger Agreement, an affirmative vote of holders of a majority of the voting power of the ordinary shares of Origo entitled to vote on the proposal, which are present at the Special Meeting, is required. The obligations of Origo and HTH to complete the Merger are subject to a number of conditions set forth in the Merger Agreement and are summarized in the accompanying proxy statement/prospectus. More information about Origo and HTH, the Special Meeting and the transactions contemplated by the Merger Agreement is contained in the accompanying proxy statement/prospectus. You are encouraged to read the accompanying proxy statement/prospectus in its entirety, including the section titled “Risk Factors” beginning on page 16.

We strongly support the Merger and the other transactions contemplated by the Merger Agreement, and enthusiastically recommend that you vote in favor of the proposals presented to you for approval at the Special Meeting. Thank you for your continued support of Origo.

	Very truly yours,

	/s/ Edward J. Fred

	Chief Executive Officer
	Origo Acquisition Corporation

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated __________, 2018 and is first being mailed to the shareholders of Origo on or about ______________, 2018.

ORIGO ACQUISITION CORPORATION

708 Third Avenue

New York, New York 10017

NOTICE OF EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS
TO BE HELD ON ____________, 2018

TO THE SHAREHOLDERS OF ORIGO ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Special Meeting”) of Origo Acquisition Corporation (“Origo”), a Cayman Islands exempted company, will be held at _______ a.m. Eastern Time, on __________, 2018, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1)

The Redomestication Proposal – To consider and vote upon a proposal to change the corporate structure and domicile of Origo from an exempted company organized under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Nevada (the “Redomestication”). The Redomestication will be effected by Origo filing Articles of Domestication and Articles of Incorporation (the “Nevada Redomestication Documents”) with the Nevada Secretary of State, and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Redomestication, Origo will change its corporate name to “High Times Media Corporation” (the “Successor”) and all outstanding securities of Origo will be deemed to constitute outstanding securities of the Successor, as described in more detail in the accompanying proxy statement/prospectus. The Redomestication is expected to become effective immediately prior to the consummation of the Business Combination (as defined below). We refer to this proposal as the “Redomestication Proposal.” The form of the Articles of Domestication, which includes the proposed Nevada Articles of Incorporation and the Bylaws, each of which will become effective upon the Redomestication, are attached to the accompanying proxy statement/prospectus as Annexes A and B.

(2)

The Business Combination Proposal - To consider and vote upon a proposal to adopt and approve the Merger Agreement (“Merger Agreement”), dated as of July 24, 2017, as amended on September 27, 2017, by and among Origo, HTHC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Origo (“Merger Sub”), Hightimes Holding Corp., a Delaware corporation (“HTH”), and Jose Aldeanueva, in the capacity as the Origo representative (the “Representative”), and to approve the Merger and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Business Combination”). Pursuant to the Merger Agreement, Merger Sub will merge with and into HTH (the “Merger”), with HTH continuing as the surviving entity of the Merger and becoming a wholly owned subsidiary of the Successor as described in more detail in the attached proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement and certain other agreements to be entered into pursuant to the Merger Agreement are attached to the proxy statement/prospectus as Annex C.

(3)

The 2018 Equity Incentive Plan Proposal – To consider and vote upon the approval of the 2018 Equity Incentive Plan. We refer to this as the “2018 Equity Incentive Plan Proposal.” A copy of the 2018 Equity Incentive Plan is attached to the proxy statement/prospectus as Annex D.

(4)

The Adjournment Proposal – To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Origo that more time is necessary or appropriate to consummate the Business Combination. We refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the 2018 Equity Incentive Plan Proposal, and the Redomestication Proposal, as the “Proposals.”

These Proposals are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Origo Shares at the close of business on _____________, 2018 (the “Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

After careful consideration, Origo’s board of directors (the “Board”) has determined that the Proposals are fair to, and in the best interests of, Origo and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, the 2018 Equity Incentive Plan Proposal and the Redomestication Proposal, and “FOR” the Adjournment Proposal, if presented.

Each of the Redomestication Proposal, the Business Combination Proposal, and the 2018 Equity Incentive Plan Proposal is interdependent upon the others, and the Business Combination and 2018 Equity Incentive Plan Proposals must be approved by the record holders of a majority of the voting Origo Shares as of the Record Date in order for Origo to consummate the Business Combination contemplated by the Merger Agreement. The Redomestication Proposal must be approved by at least a two-thirds majority of the voting Origo Shares as of the Record Date.

All shareholders of Origo are cordially invited to attend the Special Meeting in person. To ensure your representation at the Special Meeting, however, you are urged to mark, sign, and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a shareholder of record of Origo Shares, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please mark, sign, and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

	By Order of the Board of Directors

	/s/ Edward J. Fred
	Edward J. Fred
	Chief Executive Officer

_____________, 2018

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS, AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES CONVERTED INTO CASH. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT ORIGO CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE BUSINESS COMBINATION PROPOSAL BY MARKING YOUR PROXY CARD WHERE INDICATED THEREIN FOR REQUESTING REDEMPTION AND TENDERING YOUR SHARES TO ORIGO’S TRANSFER AGENT PRIOR TO THE VOTE AT THE MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF ORIGO SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated ______________, 2018 and is first being mailed to the shareholders of Origo on or about ______________, 2018.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Origo that is not included in or delivered with this proxy statement/prospectus. This information is available without charge to shareholders of Origo upon written or oral request. You can obtain the documents incorporated by reference into this document through the Securities and Exchange Commission website at www.sec.gov or by requesting them in writing or by telephone at the appropriate address or telephone number below:

Jose M. Aldeanueva

Chief Financial Officer, Secretary and Treasurer

Origo Acquisition Corporation

708 Third Avenue

New York, NY 10017

(212) 634-4512

Information contained on the Origo website is expressly not incorporated by reference into this proxy statement/prospectus.

To obtain timely delivery, Origo shareholders must request the information no later than five business days before the date of the Origo Special Meeting, or no later than ________________, 2018.

For further information, see “Where You Can Find More Information” below.

TABLE OF CONTENTS


FREQUENTLY USED TERMS		1
SUMMARY OF THE MATERIAL TERMS OF THE PROPOSALS		3
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		7
RISK FACTORS		16
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		46
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF HTH		48
SELECTED HISTORICAL FINANCIAL INFORMATION OF ORIGO		49
SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION		50
EXTRAORDINARY GENERAL MEETING OF ORIGO SHAREHOLDERS		54
THE REDOMESTICATION PROPOSAL		59
THE BUSINESS COMBINATION PROPOSAL		76
THE 2018 EQUITY INCENTIVE PLAN PROPOSAL		101
THE ADJOURNMENT PROPOSAL		106
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ORIGO		113
DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF ORIGO		118
DESCRIPTION OF ORIGO SECURITIES		123
BUSINESS OF THE HIGH TIMES GROUP		132
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HIGH TIMES GROUP		143
BENEFICIAL OWNERSHIP OF SECURITIES		158
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		160
PRICE RANGE AND DIVIDENDS OF SECURITIES		164
COMPARATIVE SHARE INFORMATION		166
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		167
APPRAISAL RIGHTS		173
OTHER SHAREHOLDER COMMUNICATIONS		173
LEGAL MATTERS		173
INDEPENDENT AUDITORS		173
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		173
TRANSFER AGENT AND REGISTRAR		173
SUBMISSION OF SHAREHOLDER PROPOSALS		174
FUTURE SHAREHOLDER PROPOSALS		174
WHERE YOU CAN FIND MORE INFORMATION		174
INDEX TO FINANCIAL STATEMENTS		F-0

ANNEX A	Articles of Incorporation of Successor
ANNEX B	Bylaws of Successor
ANNEX C	Merger Agreement, as amended
ANNEX D	2018 Equity Incentive Plan

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Origo” refer to Origo Acquisition Corporation (which prior to the Redomestication is a company incorporated in the Cayman Islands, and thereafter a corporation incorporated in the State of Nevada).

In this document:

“2018 Equity Incentive Plan Proposal” means the proposal to be considered at the special meeting for the shareholders to ratify and approve the 2018 Equity Incentive Plan of the Successor.

“Adjournment Proposal” means the proposal to approve any decision by Origo or its representatives to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Special Meeting to approve Redomestication Proposal and the Business Combination Proposal.

“Board” means the Board.

“Business Combination” means the business combination of Origo and HTH pursuant to the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the Business Combination and pursuant to the rules of Nasdaq the issuance of a number of shares of the Successor pursuant that exceeds 20% of the number of Origo Shares that is currently outstanding.

“Closing” means the closing of the Business Combination.

“Closing Proceeds” means the sum of (i) the funds remaining in the Trust Account immediately prior to the Closing, after giving effect to the redemptions by Public Shareholders (but before giving effect to the payment of any expenses incurred in connection with the Merger Agreement or the Business Combination or repayment of any outstanding loans of Origo).

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” refers to Origo and the High Times Group together following consummation of the Business Combination.

“Companies Law” means the Companies Law (2013 Revision) of the Cayman Islands.

“Effective Time” means the Merger having become effective pursuant to its terms upon consummation of the Business Combination.

“High Times Group” means HTH and the direct and indirect subsidiaries of HTH, which currently consist of Trans-High Corporation, a New York corporation (“THC”) and its subsidiaries, including High Times Productions, Inc., a New York corporation.

“HTH” or “Hightimes Holding” means Hightimes Holding Corp., a Delaware corporation.

“Initial Shares” means the initial 1,050,000 Origo Shares issued to its founders (the “Former Initial Shareholders”), which were transferred to new shareholders (the “Current Initial Shareholders”) pursuant to a Transfer Agreement dated as of May 20, 2016.

“Memorandum and Articles of Association” means Origo’s current Memorandum and Articles of Association, as amended.

“Merger” means the statutory merger of Merger Sub with and into HTH (following the Redomestication) under the applicable provisions of the Delaware General Corporation Law, with HTH remaining as the surviving entity.

“Merger Agreement” means the Merger Agreement, dated as of July 24, 2017 by and among Origo, HTH, Merger Sub and Jose Aldeanueva in the capacity as the Representative, as amended on September 27, 2017.

“Merger Sub” means HTHC Merger Sub, Inc, a Delaware corporation which is currently wholly owned by Origo.

“Origo” means Origo Acquisition Corporation (which prior to the Redomestication is a company incorporated in the Cayman Islands, and thereafter a corporation incorporated in the State of Nevada).

“Origo’s IPO” means Origo’s initial public offering.

“Origo Private Units” means the Origo units issued in private placements on December 17, 2014 and December 24, 2014.

“Origo Private Shares” means the Origo Shares that are part of the Origo Private Units.

“Origo Shares” means the ordinary shares, par value $0.0001 per share, of Origo.

“Public Shareholders” means the holders of Origo Shares that were sold in Origo’s IPO (whether they were purchased in the initial public offering or thereafter in the open market).

“Public Shares” means Origo Shares sold in Origo’s initial public offering (whether they were purchased in the initial public offering or thereafter in the open market).

“Redemption” means the right of the holders of Origo Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Redomestication” means the continuation of Origo by way conversion of Origo into a Nevada corporation, with the Origo Shares becoming common stock of the Nevada corporation under the applicable provisions of the Companies Law and the Nevada Revised Statutes, and the term includes all matters and necessary or ancillary changes in order to effect such Redomestication, including the adoption of the Articles of Incorporation and Bylaws for the Successor consistent with Nevada law (as attached hereto at Annexes A and B) and changing the name and registered office of Origo. Pursuant to the Redomestication, Origo’s existence as a Cayman Islands company would cease.

“Redomestication Proposal” means the proposal be considered at the Special Meeting to approve the Redomestication.

“Special Meeting” means the extraordinary general meeting of the shareholders of Origo, to be held on __________ at ________ a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

“Successor” means Origo as a Nevada corporation following the Redomestication. Upon the effectiveness of the Redomestication, Origo will change its corporate name to “High Times Media Corporation.”

“THC” or “Trans-High” means Trans-High Corporation, a New York corporation acquired by HTH in February 2017.

“Trust Account” means the trust account of Origo, which holds the net proceeds of Origo’s initial public offering and the sale of the Origo Private Units, together with interest earned thereon, less amounts released to pay income or other tax obligations, and to meet working capital requirements.

SUMMARY OF THE MATERIAL TERMS OF THE PROPOSALS

This summary, together with the sections entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting.

Origo

Origo, a Cayman Islands exempted company, was incorporated on August 26, 2014 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities. Origo was formerly known as CB Pharma Acquisition Corp.

The Redomestication Proposal

Origo is proposing to change its corporate structure and domicile from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Nevada. The Redomestication is expected to become effective immediately prior to the consummation of the Business Combination, and will be effected by Origo filing Articles of Domestication and Articles of Incorporation (the “Nevada Redomestication Documents”) with the Nevada Secretary of State, and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Redomestication, Origo will change its corporate name to “High Times Media Corporation” (referred to in this proxy statement/prospectus as the “Successor”), and all outstanding securities of Origo will be deemed to constitute outstanding securities of the continuing Nevada corporation, as described in more detail in this proxy statement/prospectus. Please read the section entitled, “The Redomestication Proposal.”

The Business Combination Proposal

HTH, directly and indirectly through its direct and indirect subsidiaries consisting of 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 four fundamental activities, (a) the publication of a HIGH TIMES® 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. References in this proxy statement/prospectus to High Times Group includes HTH and the direct and indirect subsidiaries of HTH, which currently consist of THC and its subsidiaries, including High Times Productions, Inc., a New York corporation.

Origo and HTH have agreed to a Business Combination under the terms of a merger agreement, dated as of July 24, 2017, as amended on September 27, 2017. This agreement, as may be further amended or supplemented from time to time, is referred to in this proxy statement/prospectus as the “Merger Agreement.” Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub, a Delaware corporation and a wholly-owned subsidiary of Origo will merge with and into HTH, with HTH continuing as the surviving entity and becoming a wholly owned subsidiary of the Successor. See the section entitled, “The Business Combination Proposal.”

The Merger Agreement is subject to standard conditions to the Closing. In addition, the Closing is subject to the following additional conditions:

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The Securities and Exchange Commission (the “SEC”) shall have declared effective a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), to register the issuance of the securities to be issued in the Redomestication and the Business Combination; and

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The shareholders of Origo shall have approved (i) the Redomestication, (ii) the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement, (iii) the 2018 Equity Incentive Plan, (iv) such other matters as HTH and Origo may mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by the Merger Agreement, and (v) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of Origo.

Pursuant to the Merger Agreement, upon the Closing, (i) all the shares of common stock of HTH and warrants to purchase common stock of HTH issued and outstanding immediately prior to the Merger will be cancelled in exchange for the right to receive an aggregate of 23,474,178 shares of common stock of the Successor, subject to certain adjustments, and (ii) all outstanding options of HTH will be assumed by the Successor. See the section entitled, “The Business Combination Proposal—General Description of the Merger Agreement and Merger Consideration.”

Each party agreed in the Merger Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, including covenants regarding (1) the provision of access to their properties, books and personnel, (2) confidentiality, (3) the operation of their respective businesses in the ordinary course of business, (3) filing their reports required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provision of interim financial statements, and efforts regarding Nasdaq listing requirements, (4) no solicitation of other competing transactions, subject to certain exclusions (5) notifications of certain breaches, consent requirements or other matters, (6) efforts to consummate the Closing and obtain third party and regulatory approvals, (7) further assurances, (8) public announcements and (9) use of funds in the Trust Account.

Origo has agreed to certain covenants in the Merger Agreement with respect to its obligations to file a proxy statement/prospectus for a special meeting of its shareholders to approve the Merger Agreement and the related transactions. Origo has agreed to have its board of directors adopt a new Equity Incentive Plan reasonably acceptable to HTH, and to submit such new plan to its shareholders for their ratification and approval.

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including among other reasons, (1) by Origo to HTH if the Closing has not occurred on or prior to March 12, 2018 and by written notice by HTH to Origo if all the conditions to Closing have not been satisfied by December 12, 2017, (2) by either party if Origo receives notice from acceptable securities exchanges, including Nasdaq, that the Successor’s common stock will not be approved for listing on such exchanges, (3) by HTH if at Closing and after payment of all transaction and other expenses payable by Origo and payment in connection with Redemptions (as defined herein), Origo does not have net tangible assets of at least $5,000,001, (4) by either party in the event of the other party’s uncured breach (subject to certain materiality qualifiers), or (5) by Origo if its shareholders do not approve the Merger Agreement and related transactions.

Certain large shareholders of HTH have agreed that they will not, subject to certain exceptions, transfer, sell, tender or otherwise dispose of the shares of the Successor that they will receive as a result of the Merger for a certain period of time. Such stockholders will enter into lock-up agreements prior to the closing to evidence such restrictions. Please read the section entitled, “The Business Combination Proposal — Lock-Up Agreement.”

In addition, HTH provided Origo with executed voting agreements (each, a “Voting Agreement”) from HTH’s shareholders that are executive officers or directors or otherwise hold at least 5% of the outstanding shares of HTH’s common stock. Under the Voting Agreements, the HTH shareholders party thereto will generally agree to vote all of their HTH shares in favor of the Merger Agreement and related transactions and to otherwise take certain other actions in support of the Merger Agreement and related transactions and refrain from taking actions that would adversely affect such HTH stockholder’s ability to perform its obligations under the Voting Agreement. Each Voting Agreement prevents transfers of the HTH shares held by the HTH stockholder party thereto between the date of the Voting Agreement and the date of the meeting of HTH stockholders.

At the Closing, the Successor will enter into a Consulting Services Agreement with Oreva Capital Corp., a Delaware corporation (the “Consultant” or “Oreva”), pursuant to which the Consultant is to perform certain services for the Successor, including administrative services, dealing with investment bankers, investor relations consultants and other members of the investment community, and assisting in connection with proposed acquisitions, dispositions and financings. Adam Levin, the Chief Executive Officer and a director of HTH, is Managing Director of Oreva.

In addition, immediately after the Closing, the current executive officers of the Successor will resign, and the following persons will be appointed as the executive officers of the Successor: Adam E. Levin, Chief Executive Officer and President, David Peck, Senior Vice President of Publishing, and David Newberg, Chief Financial Officer, Treasurer and Secretary.

The 2018 Equity Incentive Plan Proposal

Origo is proposing that its shareholders approve the 2018 Equity Incentive Plan of the Successor (the “2018 Equity Incentive Plan””) which will become effective upon the consummation of the Business Combination and have the following principal features:

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Types of Awards; Shares Available for Awards: The 2018 Equity Incentive Plan provides for the following types of awards: stock options, stock appreciation rights, restricted stock, restricted stock units, and stock bonuses.

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Grant of Awards; Shares Available for Awards: Certain employees, directors, consultants and advisors will be eligible to receive grants of awards under the 2018 Equity Incentive Plan. If the shareholders approve the 2018 Equity Incentive Plan Proposal, the number of ordinary shares available for issuance under the plan will be equal to 10% of the outstanding common stock of the Successor on the effective date of the consummation of the Business Combination. No person will receive stock options or stock appreciation rights for more than 1,500,000 shares. If any common stock of the Successor issued pursuant to an award are forfeited or cancelled, then such shares that are forfeited or cancelled will be or become available for issuance under the 2018 Equity Incentive Plan.

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Stock Options: Stock options may be qualified as an incentive stock option (an “Incentive Stock Option”) under the Code, and the regulations thereunder, or a stock option not qualified as such under the Code (collectively, an “option”). The exercise price of an option will be equal to or greater than the fair market value of the Ordinary Shares on the date of grant; provided, however, Incentive Stock Options granted to an employee who owns more than 10% of the voting power of the Successor’s stock (a “ten-percent employee”) will have an exercise price of not less than 110% of the fair market value on the date of grant. An option may be exercised within such period or periods as may be determined by the Committee; provided, however, any Incentive Stock Option granted to a ten-percent employee will not be exercisable after the expiration of five (5) years from the date of grant and any other option will expire ten (10) years from the date of grant. No option will vest sooner than one (1) year from grant.

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Stock Appreciation Rights: The Compensation Committee of the Successor (the “Committee”) may grant stock appreciation rights under the 2018 Equity Incentive Plan, which will be exercisable as determined by the Successor’s Committee but for a term not in excess of ten (10) years. No stock appreciation right may be granted with a vesting period of less than one (1) year from the date of grant.

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Restricted Stock and Restricted Stock Units. The Committee may grant restricted stock and restricted stock units. Unless otherwise provided in an award agreement, such awards shall vest in one or more increments over a service period of no less than three (3) years; provided, however, that this limitation does not apply to awards to non-employee directors pursuant to the Successor’s director compensation program; and provided further, that awards shall immediately vest if a participant terminates employment or service by reason of death, disability or retirement.

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Performance Compensation Awards. The Committee will be authorized to grant any award under the 2018 Equity Incentive Plan in the form of a Performance Compensation Award by conditioning the vesting of the award on the attainment of specific performance criteria of the Successor and/or one or more Affiliates, divisions or operational units, or any combination thereof, as determined by the Committee.

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Stock Bonus Awards. The Committee will be authorized to grant awards of unrestricted common stock of the Successor or other awards denominated in common stock of the Successor, either alone or in tandem with other awards, under such terms and conditions as the Committee may determine.

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Termination of Employment; Disability; Death; Retirement. Upon termination of employment, or cessation of a non-employee director’s service on the Successor’s board of directors, an award previously granted, unless otherwise specified in the award agreement, will, to the extent not exercised with respect to any option or stock appreciation right, or to the extent that any of the designated goals (including any service period) with respect to any other award have not been achieved prior to the lapse of any such restrictions and/or to the extent that, for whatever reason, such award has not vested, become null and void and be forfeited, subject to certain conditions and exceptions.

The Board has concluded that the adoption of the 2018 Equity Incentive Plan will:

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Maintain and strengthen the Successor’s ability to attract and retain key employees, directors, consultants and certain other individuals providing services to us and to motivate them to remain focused on long-term stockholder value performance;

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Support Successor’s strategy of using equity as a key component of employee and director total compensation;

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Provide for a variety of equity awards and cash awards that could have tax advantages, provide performance incentives to Successor’s executive team that align their interests with those of its stockholders and provide compensation practices that are consistent with market trends;

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Allow the Successor to continue to offer lower cash components of its executive compensation mix by providing for a variety of equity-based compensation vehicles; and

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Allow the Successor to provide significant compensation to its executives that is “at-risk.”

A summary of the 2018 Equity Incentive Plan is set forth in the “The 2018 Equity Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the 2018 Equity Incentive Plan is attached hereto as Annex D.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of Origo shareholders, including the Redomestication Proposal, the Business Combination Proposal, and the 2018 Equity Incentive Plan Proposal. The following questions and answers do not include all the information that is important to shareholders of Origo. We urge the shareholders of Origo to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Why am I receiving this proxy statement/prospectus?

You are receiving this proxy statement/prospectus in connection with the Special Meeting of Origo shareholders. Origo is holding the Special Meeting of its shareholders to consider and vote upon the following five proposals. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

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Origo’s shareholders are being asked to consider and vote upon a proposal to change the corporate structure and domicile of Origo from an exempted company organized under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Nevada (the “Redomestication Proposal”). The Redomestication will be effected by Origo filing Articles of Domestication and Articles of Incorporation (the “Nevada Redomestication Documents”) with the Nevada Secretary of State, and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Redomestication, Origo will change its corporate name to “High Times Media Corporation” and all outstanding securities of Origo will be deemed to constitute outstanding securities of the Successor, as described in more detail in this proxy statement/prospectus. The Redomestication is expected become effective immediately prior to the consummation of the Business Combination. The form of Articles of Domestication, which includes the Successor’s proposed Articles of Incorporation and Bylaws, each of which will become effective upon the Redomestication, are attached to this proxy statement/prospectus as Annexes A and B. See the section entitled, “The Redomestication Proposal.”

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Origo’s shareholders are also being asked to consider and vote upon a proposal to approve the Merger Agreement and the Business Combination contemplated thereby (the “Business Combination Proposal”). The Merger Agreement provides that, among other things, Origo’s wholly owned subsidiary, Merger Sub, will merge with and into HTH, with HTH continuing as the surviving entity and becoming a wholly owned subsidiary of Origo. Shareholder approval of the Merger Agreement and the transactions contemplated thereby is required by the Merger Agreement and by Origo’s amended and restated Memorandum and Articles of Association. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex C, and Origo encourages its shareholders to read it in its entirety. See the section entitled, “The Business Combination Proposal.”

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Origo’s shareholders are also being asked to consider and vote upon the 2018 Equity Incentive Plan. Among other things, the 2018 Equity Incentive Plan, which would become effective following the consummation of the Business Combination, is intended to maintain and strengthen our ability to attract and retain key employees, directors, consultants and certain other individuals providing services to us and to motivate them to remain focused on long-term shareholder value. See the section entitled, “The 2018 Equity Incentive Plan Proposal.” A copy of the 2018 Equity Incentive Plan is attached to this proxy statement/prospectus as Annex D, and Origo encourages its shareholders to read it in its entirety.

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Origo’s shareholders are also being requested to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Origo that more time is necessary or appropriate to consummate the business combination. We refer to this proposal as the “Adjournment Proposal” and, together with the Redomestication Proposal, Business Combination Proposal, and the 2018 Equity Incentive Plan Proposal, as the “Proposals.”). See the section entitled, “The Adjournment Proposal.”

The presence, in person or by proxy, of Origo shareholders representing a majority of the total votes of the Origo Shares issued and outstanding on the Record Date and entitled to vote on the resolutions to be considered at the Special Meeting will constitute a quorum for the Special Meeting.

What if I do not vote my Origo Shares or if I abstain from voting?

The approval of Business Combination and 2018 Equity Incentive Plan Proposals require the affirmative vote of a majority of the outstanding Origo Shares as of the Record Date either in person or by proxy, and which were voted at the Special Meeting. The Redomestication Proposal must be approved by at least a two-thirds majority of the voting Origo Shares as of the Record Date either in person or by proxy, and which were voted at the Special Meeting. Abstentions will not be counted as votes properly cast for purposes of the Proposals. As a result, if you abstain from voting on the Proposals, your Origo Shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the Memorandum and Articles of Association), but the abstention will have no effect on the outcome of such proposal.

What proposals must be passed in order for the Business Combination to be completed?

The Business Combination will not be completed unless the Business Combination Proposal and the Redomestication Proposal are approved. If Origo does not consummate a business combination by March 12, 2018, Origo will be required to dissolve and liquidate itself and return the monies held within its Trust Account to its Public Shareholders.

How does the Board recommend that I vote on the proposals?

The Board unanimously recommends that you vote as follows:

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“FOR” approval of the Business Combination Proposal;

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“FOR” approval of the Redomestication Proposal;

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“FOR” approval of the 2018 Equity Incentive Plan Proposal; and

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“FOR” approval of the Adjournment Proposal.

How many votes do I have?

Origo shareholders have one vote per Origo Share on each proposal to be voted upon.

Why is Origo proposing the Redomestication?

The Board believes that it would be in the best interests of the shareholders of Origo to effect the Redomestication in order to align the legal structure of Origo with the nature of Origo’s business going forward. The Redomestication will be contingent upon the approval of the Business Combination by the Origo shareholders and the Merger Agreement being in full force and effect prior to the Redomestication. Because the Successor will continue to operate as a corporation organized in the United States, it was the view of the Board that the Origo should also be structured as a corporation organized in the United States. In addition, the Board believes that the Redomestication will provide a greater measure of flexibility and simplicity in corporate transactions and will reduce the costs of doing business.

What is involved with the Redomestication?

The Redomestication will require Origo to file required documents in both the Cayman Islands and the State of Nevada. On the effective time of the Redomestication, the separate existence of Origo will cease as a Cayman Islands exempted company and Origo will become and continue as a Nevada corporation and will change its corporate name to “High Times Media Corporation.” Origo’s Memorandum and Articles of Association will be replaced by the Nevada Articles of Incorporation and Bylaws, and your rights as a shareholder will cease to be governed by Cayman Islands law and will be governed by Nevada law.

When do you expect that the Redomestication will be effective?

The Redomestication is expected to become effective prior to the consummation of the Business Combination.

How will the Redomestication affect my securities of Origo?

Pursuant to the Redomestication, and without further action on the part of Origo’s shareholders, each outstanding ordinary share will be deemed to constitute one outstanding share of Successor’s common stock. Although it will not be necessary for you to exchange your certificates representing ordinary shares after the Redomestication, the Successor will, upon request, exchange your Origo share certificates for the applicable number of shares of Successor’s common stock, and all certificates for securities issued after the Redomestication will be certificates representing securities of the Successor.

Why is Origo proposing the Business Combination?

Since Origo’s incorporation, the Board has sought to identify suitable candidates in order to effect a business combination, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. In its review of HTH, the Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the Board has determined that the proposed Business Combination is in the best interests of Origo shareholders.

How will the Current Initial Shareholders vote in connection with the Proposals?

As of November 8, 2017, the Current Initial Shareholders own of record an aggregate of 1,050,000 Origo Shares, representing approximately 35% of the issued and outstanding Origo Shares. All of the Current Initial Shareholders, as well as all of its officers and directors, have agreed to vote the ordinary shares owned by them in favor of the Proposals. The Current Initial Shareholders, as of the date of this proxy statement/prospectus, have not acquired any Origo Shares in the aftermarket. However, any subsequent purchase by the Current Initial Shareholders of Origo Shares in the aftermarket will make it more likely that the Proposals will be approved as such shares would be voted in favor of the Proposals.

May the Current Initial Shareholders, Origo’s directors, executive officers, advisors or their affiliates purchase shares in connection with the Business Combination?

The Current Initial Shareholders or Origo’s directors, executive officers, advisors or their affiliates may purchase Origo Shares in privately negotiated transactions or in the open market either prior to or after the closing of the Business Combination, including from Origo shareholders who would have otherwise elected to have their shares redeemed. However, they have no current commitments or plans to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, any such purchases shall be subject to limitations regarding possession of any material nonpublic information not disclosed to the seller and they will not make any such purchases if such purchases are prohibited by Regulation M under the Exchange Act. Any such purchase would include a contractual acknowledgement that the selling shareholder, although still the record holder of Origo Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event the Current Initial Shareholders or Origo’s directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the Trust Account.

Do I have Redemption Rights with respect to my Origo Shares?

The Public Shareholders may seek to have their shares redeemed, regardless of whether they vote for or against the Business Combination. All redemptions (“Redemptions”) will be effectuated as repurchases under Origo’s Memorandum and Articles of Association and Cayman Islands law. Any Public Shareholder who affirmatively votes either for or against the Business Combination Proposal will have the right to demand that his/her shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination). However, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Public Shareholders exercising Redemption Rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. A Public Shareholder will be entitled to receive cash for these shares only if the Business Combination is consummated.

The Current Initial Shareholders and Origo’s directors, executive officers and their affiliates have agreed to waive their Redemption Rights with respect to their 1,050,000 Initial Shares, and such shares will be excluded from the pro rata calculation used to determine the per-share Redemption price. Also excluded from the pro rata calculation are 28,600 Ordinary Shares underlying the Origo Private Units held by Fortress and EBC and 19,250 Ordinary Shares underlying any Origo Private Units issuable upon conversion of the promissory note issued to the Current Management evidencing a loan to Origo. However, if the Current Initial Shareholders and Origo’s directors, executive officers and their affiliates acquired Public Shares in or after Origo’s IPO (or acquire Public Shares following the date of this proxy statement/prospectus), they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if Origo fails to complete a Business Combination by March 12, 2018.

Under section 48.2 of Origo’s Memorandum and Articles of Association, the Business Combination may only be consummated if Origo has net tangible assets of at least US$5,000,001 upon such consummation. Origo and HTH have agreed that the US$5,000,001 net tangible assets test shall include the consolidated net tangible assets of HTH and its subsidiaries.

These rights to demand Redemption of the Public Shares into cash are sometimes referred to herein as “Redemption Rights.”

Is there a limit on the number of shares I may redeem?

A Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking Redemption Rights with respect to 30% or more of the Public Shares. Accordingly, all shares in excess of 30% of the Public Shares owned by a holder will not be redeemed for cash. On the other hand, a Public Shareholder who holds less than 30% of the Public Shares may have all of the Public Shares held by him or her redeemed for cash.

How do I exercise my Redemption Rights?

If you are a Public Shareholder and you seek to have your shares redeemed, you must (i) affirmatively vote either for or against the Business Combination Proposal and (ii) demand, no later than the close of the vote on the Business Combination Proposal, that Origo redeem your shares into cash. You may make this demand by either checking the box on the proxy card or submitting your request in writing to Origo’s transfer agent, at the address listed at the end of this section, and delivering your shares to Origo’s transfer agent physically or electronically using The Depository Trust Company’s Deposit Withdrawal at Custodian (“DWAC”) system prior to the vote at the meeting.

If you (i) initially do not vote with respect to the Business Combination Proposal but then wish to vote for or against it, or (ii) wish to exercise your Redemption Rights but initially do not check the box on the proxy card providing for the exercise of your Redemption Rights and do not send a written request to Origo’s transfer agent to exercise your Redemption Rights, you may request Origo to send you another proxy card on which you may indicate your intended vote or your intention to exercise your Redemption Rights. You may make such request by contacting Origo at the phone number or address listed at the end of this section.

Any request for Redemption, once made by a Public Shareholder, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. In addition, if you deliver your shares for Redemption to Origo’s transfer agent and later decide prior to the Special Meeting not to elect Redemption, you may request that Origo’s transfer agent return the shares (physically or electronically). You may make such request by contacting Origo’s transfer agent at the phone number or address listed at the end of this section.

Any corrected or changed proxy card or written demand of Redemption Rights must be received by Origo’s secretary prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for Redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent prior to the vote at the meeting.

If a Public Shareholder votes for or against the Business Combination Proposal and properly demands Redemption as described above, then, if the Business Combination is consummated, Origo will convert these shares into cash. Such amount will be paid promptly after consummation of the Business Combination. If you exercise your Redemption Rights, then you will be exchanging your Origo Shares for cash and will no longer own these shares following the Business Combination.

If you are a Public Shareholder and you exercise your Redemption Rights, it will not result in either the exercise or loss of any Origo warrants or Origo rights that you may hold. Your Origo warrants and Origo rights will continue to be outstanding following a Redemption of your Origo Shares and will become exercisable or exchangeable, respectively, upon consummation of the Business Combination.

What happens to the funds deposited in Origo’s Trust Account after consummation of the Business Combination?

After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise Redemption Rights, to pay the amounts due under the working capital notes that have not been converted into Origo Private Units, to pay transaction expenses incurred in connection with the Business Combination, including approximately US$1,700,000.00 in fees to Origo’s investment bankers in connection with the transaction, and for working capital of the Successor and its subsidiaries (consisting of HTH and its direct and indirect subsidiaries (the “Combined Company”)) and general corporate purposes of the Combined Company. Such funds may also be used to reduce the indebtedness and certain other liabilities of the Combined Company.

What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

Public Shareholders may vote in favor of the Business Combination and still exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of Redemptions by Public Shareholders. With fewer Public Shares and Public Shareholders, the trading market for the Successor’s securities may be less liquid and the Successors may not be able to meet the listing standards for a national securities exchange. Furthermore, the funds available from the Trust Account for working capital purposes of the combined company after the Business Combination may not be sufficient for its future operations and may not allow the Combined Company to reduce HTH’s indebtedness and/or pursue its strategy for growth. If the maximum number of Public Shareholders properly demand Redemption such that Origo and HTH have US$5,000,001 in combined net tangible assets upon the Closing, the Combined Company would be expected to have cash and cash equivalents of approximately $6.6 million immediately after the Closing and after payment of expenses of the transaction. See the section entitled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of High Times Group—Liquidity and Capital Resources.”

What happens if the Business Combination is not consummated?

On September 11, 2017, we held an extraordinary general meeting of shareholders to approve an extension of the date by which we must complete an initial business combination from September 12, 2017 to March 12, 2018. Under the terms of the Merger Agreement, Origo has the right to seek an extension of the dates by which it must complete a business combination until March 12, 2018. Such extension has been reflected in an amendment to Origo’s Memorandum and Articles of Association.

If we do not consummate the Business Combination and fail to complete an initial business combination by March 12, 2018, it will trigger Origo’s automatic dissolution and liquidation pursuant to the terms of its Memorandum and Articles of Association.

The amount in the Trust Account (less US$297.76 representing the aggregate nominal par value of the Public Shares) under the Companies Law will be treated as share premium which is distributable under the Companies Law provided that immediately following the date on which the distribution is proposed to be made, Origo is able to pay its debts as they fall due in the ordinary course of business.

If Origo is forced to liquidate the Trust Account, a Public Shareholder will receive its pro rata share of the Trust Account upon liquidation. Origo expects the amount in the Trust Account will be approximately US$17.6 million, or approximately US$10.80 per share, at the time of liquidation. Prior to such distribution, Origo would be required to assess all claims that may be potentially brought against it by its creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over its Public Shareholders with respect to amounts that are owed to them. Origo cannot assure its shareholders that it will properly assess all claims that may be potentially brought against it. As such, Origo’s shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event Origo enters an insolvent liquidation.

Each of the Current Initial Shareholders has agreed to waive its rights to participate in any liquidation of the Trust Account or other assets with respect to the Initial Shares.

Edward J. Fred, Origo’s Chief Executive Officer and President has agreed that, if Origo liquidates the Trust Account prior to the consummation of a business combination, he will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by Origo for services rendered or contracted for or products sold to Origo in excess of amounts held by Origo outside the Trust Account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account and only to the extent such target businesses or vendors or other entities did not sign an agreement waiving all claims to any funds held in the Trust Account. Origo cannot assure its shareholders that Mr. Fred will be able to satisfy those obligations if he is required to do so. See the section entitled, “Information Related to Origo—Liquidation If No Business Combination” for additional information.

There will be no distribution from the Trust Account with respect to Origo’s warrants or rights. If the Business Combination or another business combination is not consummated within the required time period, the Origo warrants and rights will not become exercisable or exchangeable, respectively, and will expire worthless.

When do you expect the business combination to be completed?

It is currently anticipated that the Business Combination will be consummated promptly following the Origo Special Meeting on _____________, 2018. For a description of the conditions for the completion of the Business Combination, see the section entitled, “The Business Combination Proposal—The Merger Agreement—Conditions to the Closing of the Business Combination.”

Why is Origo proposing the 2018 Equity Incentive Plan?

The 2018 Equity Incentive Plan, which would become effective following the consummation of the Business Combination, is intended to maintain and strengthen our ability to attract and retain key employees, directors, consultants and certain other individuals providing services to us and to motivate them to remain focused on long-term shareholder value. This will be especially important to Origo security holders following the Business Combination.

Do I have appraisal rights if I object to any of the Proposals?

No. Origo’s shareholders do not have appraisal rights under the Companies Law in connection with the Business Combination or the other Proposals.

What do I need to do now?

Origo urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Proposals will affect you as a shareholder of Origo. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

How do I vote?

If you are a holder of record of Origo Shares, you may vote in person at the Special Meeting or by submitting a proxy with respect to the Special Meeting. You may submit your proxy by marking, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares (by submitting a voting instruction card or through another means provided by your broker, bank or nominee) or, if you wish to attend the meeting and vote in person, obtain a legal proxy from your broker, bank or nominee.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

What happens if I sell my Origo Shares after the Record Date but before the Special Meeting?

If you transfer Origo Shares after the Record Date but before the date of the Special Meeting, you will retain your right to vote at the Special Meeting.

May I change my vote after I have mailed my signed proxy card?

Yes. If you want to change your vote, you should send a later-dated, signed proxy card to Origo’s secretary at the address set forth below so that it is received by Origo’s secretary prior to the vote at the Special Meeting or you may attend the Special Meeting and vote in person. Shareholders also may revoke their proxy by sending a notice of revocation to Origo’s secretary, which must be received by Origo’s secretary prior to the vote at the Special Meeting. If your shares are held in “street name,” you should contact your broker for information on how to change or revoke your voting instructions.

What should I do with my share certificates?

Origo shareholders who do not elect to have their shares converted for a pro rata share of the Trust Account should not submit their share certificates now or after the Business Combination, because their shares will not be converted or exchanged in the Business Combination. Origo shareholders who exercise their Redemption Rights must deliver their share certificates to Origo’s transfer agent (either physically or electronically) prior to the vote at the meeting in order to properly demand Redemption of their shares.

What should I do if I receive more than one set of voting materials?

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. 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. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. 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.

Who will solicit and pay the cost of soliciting proxies?

Origo will pay the cost of soliciting proxies for the Special Meeting. Origo also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Origo Shares for their expenses in forwarding soliciting materials to beneficial owners of Origo Shares and in obtaining voting instructions from those owners. Origo’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Jose M. Aldeanueva

Chief Financial Officer, Secretary and Treasurer

Origo Acquisition Corporation

708 Third Avenue

New York, New York 10017

Tel: (212) 634 – 4512

Email: jaldea@aol.com

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 Origo from documents filed with the Securities and Exchange Commission by following the instructions in “Where You Can Find More Information.” If you are a Public Shareholder and you intend to seek Redemption of your shares, you will need to demand Redemption by checking the box on your proxy card and delivering your shares (either physically or electronically) to Origo’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, New York 10004

Attn: Mark Zimkind

Email: mzimkind@continentalstock.com

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this Business Combination.

The value of your investment in Origo following consummation of the Business Combination will be subject to the significant risks affecting, among other things, Origo and HTH’s business, financial condition or results of operations. If any of the events described below occur, Origo’s post-Business Combination business and financial results could be adversely affected in a material way. This could cause the trading price of the Successor’s common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment.

Risks Factors Relating to the High Times Group

The net income of High Times Group has declined between 2014 and 2016, which may make it difficult for investors to predict future performance based on current operations.

During the three-year period from 2014 to 2016, the net income of THC and its subsidiaries declined from $3,421,592 in 2014 to net loss of ($2,926,000) in 2016. For the nine months ended September 30, 2017, the consolidated net loss of the High Times Group was ($15,955,000). Although $6,689,000 of the net loss for the nine months ended September 30, 2017 resulted from non-recurring stock compensation charge and the High Times Group is anticipating a return to profitability commencing in fiscal year 2018, any forecasts the High Times Group makes about its operations may prove to be inaccurate. The High Times Group must, among other things, determine what constitutes appropriate risks, rewards, and level of investment in its publications and events, respond to economic and market variables outside of its control, respond to competitive developments and continue to attract, retain and motivate qualified employees. There can be no assurance that the High Times Group will be successful in meeting these challenges and addressing such risks and the failure to do so could have a could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. The decision by Origo shareholders whether to approve the Merger Agreement and the transactions contemplated thereby must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in the early stage of development. As a result of these risks, challenges and uncertainties, the value of the High Times Group could be significantly reduced or completely lost.

The independent public accounting firm for the High Times Group has issued a “going concern” opinion.

The High Times Group is indebted to its senior secured lender in the amount of $11,500,000 pursuant to a loan that matures as late as August 2018. The High Times Group’s ability to continue as a going concern may depend upon its ability to obtain the necessary financing needed to meet such debt obligation when it comes due. HTH plans to provide for its capital requirements that are not met by income from operations by issuing additional equity or debt securities. No assurance can be given that additional capital will be available when required or on terms acceptable to HTH. The outcome of this issue cannot be predicted at this time and there is no assurance that, if achieved, the High Times Group will have sufficient funds to meet its obligations and execute its business plan. Partially as a result of the foregoing the independent auditors for the High Times Group has issued a “going concern” opinion in connection with the audit of the 2015 and 2016 financial statements.

High Times Group may not be able to service its indebtedness.

Pursuant to a senior loan agreement, as amended (the “Senior Loan Agreement”), High Times Group has incurred $11,500,000 of senior secured indebtedness issued to ExWorks Capital Fund I, L.P., (“ExWorks”) its senior lender, which is payable at the rate of $100,000 per month commencing September 2017 and all of which indebtedness matures on February 28, 2018. Interest is payable monthly at the rate of 15% per annum. ExWorks also received a warrant, exercisable for a nominal consideration of $0.001 per share commencing August 2017, to purchase shares of Class A Common Stock, representing 2.75% of HTH’s fully-diluted common stock.

When the loan matures, ExWorks is entitled to an additional fee of $1.2 million. On August 7, 2017, ExWorks granted High Times Group 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. If the option is exercised, High Times Group is obligated to pay ExWorks an additional fee (excluding the $1.2 million fee due at the original maturity date of February 28, 2018) of $600,000 and issue a second warrant to ExWorks to purchase shares of Class A Common Stock, representing 1.375% of HTH’s fully-diluted common stock.

Accordingly, the Line of Credit ("LOC") was modified so that the funded amount of the LOC was converted to a Convertible Note with an exercise price of 90% of Merger Offer Price, and is convertible upon the merger with Origo at ExWorks' option. The Company was permitted to increase the principal amount of Company's existing secured loan from ExWorks Capital Fund I, L.P to up to $11.5 million from $7.5 million. For the increase in the LOC the Company agreed to issue by November 15, 2017 20,380 Common A Shares.

HTH also issued $30,000,000 of purchase notes to the former stockholders of THC Although High Times Group believes that the $30,000,000 of purchase notes will automatically convert into shares of the voting Class A Common Stock of HTH upon completion of the contemplated merger with Origo, there is no assurance that High Times Group will be able meet all of the conditions to force the conversion of such purchase notes, including the ability High Times Group to list its Common Stock on a “Qualified Stock Exchange” (as defined). If the purchase notes do not convert into Class A Common Stock, HTH will owe the former stockholders of THC quarterly installments payments of $1.5 million, plus accrued interest, with final payment of $16.5 million due on February 28, 2020. There is no assurance that HTH will be able to adequately service its senior debt or the purchase notes out of cash flow or refinance such senior debt or purchase notes on or before their respective maturity dates. A default under the purchase notes or to HTH’s senior lender under the senior loan and security agreement could result in a foreclosure on all of the assets of High Times Group, which would result in the loss of 100% of the equity investments of holders of securities of HTH and Origo.

The High Times Group may not be able to realize adequate net proceeds from a Regulation A+ offering (the “Offering”).

The High Times Group intends to ameliorate the risks of defaults under its indebtedness and obtain additional working capital to achieve its business goals by consummating a Regulation A+ initial public offering (the “Offering”). In this regard, HTH has confidentially submitted for review by the SEC a Form 1-A and related Offering Circular with the SEC for a proposed initial public offering and will seek to raise $20,000,000 from the sale of 1,818,182 shares of its Class A common stock at an initial per share offering price of $11.00. HTH valued its shares of Class A common stock prior to the Offering at $225 million. There can be no assurance that the Offering will be qualified by the SEC or that the High Times Group will be able to raise any meaningful net proceeds from the Offering in amounts needed to significantly reduce or retire its indebtedness to ExWorks and provide necessary working capital. In addition, even if the High Times Group does consummate the Offering, there is no assurance that it will meet the conditions to force conversion of the Purchase Notes, including a listing on a Qualified Securities Exchange.

Under the terms of the Merger Agreement, in the event that HTH realizes net proceeds from the Offering in excess of $5,000,000, such excess net proceeds will increase the $250 million valuation of the High Times Group on a dollar for dollar basis, with a corresponding increase in and the number of Origo shares constituting the Merger Consideration. Accordingly, if for example, HTH was able to realize net proceeds of $17,500,000 from the sale of all 1,818,182 shares being offered in the Offering, it would increase the $250,000,000 valuation to $262,000,000 with a corresponding increase in the Merger Consideration from 23,474,178 Origo shares to 24,647,887 Origo shares. This would result in further dilution to the existing holders of Origo shares and related Origo securities.

As of September 30, 2017, the High Times Group had a significant negative stockholder’s equity and Hightimes Holding and/or Origo must raise and/or retain a minimum of $17.2 million or more in net cash proceeds in order for Hightimes Holding to list its shares of Class A Common Stock on Nasdaq or for Origo to retain its listing of the Origo shares on Nasdaq upon consummation of the Business Combination.

The consolidated balance sheet of the High Times Group as of September 30, 2017, reflects a negative stockholders’ equity of approximately $43.2 million. Even after giving effect to the anticipated conversion of all outstanding principal amount of Purchase Notes into Class A Common Stock, the High Times Group’s pro forma consolidated stockholders equity would still be a negative $13.2 million. In order to meet the Nasdaq initial listing requirement of a $4,000,000 tangible net worth, the High Times Group would either need to raise a minimum of approximately $17.2 million of combined net proceeds in its contemplated CF Offering and Regulation A+ Offering, or upon completion of the Business Combination, the combined net proceeds received by the High Times Group from its contemplated financings coupled with the net tangible equity of Origo retained by it immediately prior to the Business Combination would have to be, in the aggregate, not less than $17.2 million. To the extent that the High Times Group continues to incur losses, such combined net cash proceeds that will be required to meet the Nasdaq initial listing requirement will further increase. In addition, upon consummation of the Business Combination, pursuant to the terms of the Merger Agreement, the combined companies must have a consolidated stockholders equity of not less than $5.0 million, as a result of which such required combined net cash proceeds would be $18.2 million or more. There can be no assurance that such minimum stockholders equity will be achieved by the combined companies or that, upon consummation of the Business Combination, Hightimes Holding Class A common stock will meet the initial Nasdaq listing requirements or that the shares of common stock of the Successor upon consummation of the Business Combination will qualify for continued listing on Nasdaq.

The High Times Group has a limited operating history in the sale of products associated with the cannabis industry, which makes it difficult to accurately evaluate its business prospects.

The High Times Group has historically engaged in the publication of a monthly print and on-line magazine and the production and sponsorship of trade shows, festivals and events. Although the High Times Group contemplates various e-commerce initiatives and licensing its High Times brand, as well as developing an e-commerce store and licensing and branding initiatives for cannabis-based products, the High Times Group has no operating history in the commercial sale of products offered to users and producers of cannabis and cannabis-related products through wholesale or retail channels. While the High Times Group intends to pursue, acquire and integrate horizontal business lines involving the commercial sale of cannabis-related products, the High Times Group cannot guarantee that it will be successful in these prospective business initiatives and as a result its business prospects are difficult to accurately evaluate.

Customer complaints and negative publicity regarding the products and services of the High Times Group could hurt the business and reputation of the High Times Group.

From time to time, the High Times Group may receive complaints from customers regarding the quality of its media content distributed through its High Times brand and its live-events and productions. Presently as a result of its print and online publications, and in the future in the event the High Times Group furthers its business lines involved in the commercial sale of cannabis-related products, it may be subject to complaints from consumers regarding the nature and quality of goods sold by the High Times Group. Dissatisfied consumers may threaten legal action against the High Times Group if no reimbursement is made. The High Times Group may become subject to product liability lawsuits from customers alleging injury because of a purported defect in its products or services, claiming substantial damages and demanding payments from the High Times Group. The High Times Group is in the chain of ownership when it supplies or distributes products, and therefore is subject to the risk of being held legally responsible for such products. Given the nature of these products (including their relation to cannabis or for other reasons), these claims may not be covered by the High Times Group’s insurance policies. Any resulting litigation could be costly for the High Times Group, divert management attention, result in increased costs of doing business, or otherwise have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. Any negative publicity generated as a result of customer frustration or disagreement with the products or services of the High Times Group, or with its websites or trade shows, could damage its reputation and diminish the value of its brand name, which could have a material adverse effect on its business, results of operations, and financial condition.

The cannabis industry is extremely speculative and its legality is uncertain, making the business of the High Times Group subject to inherent risk.

The possession, consumption, production and sale of cannabis has historically been, and continues to be, illegal under U.S. federal law and in many state and local jurisdictions that have not passed legislation to the contrary. A number of states have decriminalized cannabis to varying degrees and other states have created exemptions specifically for medical cannabis. Seven states (Alaska, Colorado, Maine, Massachusetts, Nevada, Oregon and Washington) have legalized the recreational use of cannabis, and California will legalize the recreational use of cannabis in January 2018. 21 states and the District of Columbia have some type of legal status for medicinal cannabis, and variations in laws exist among states that have legalized, decriminalized, or created medical cannabis exemptions. In the other states, the cultivation of cannabis for medicinal or personal use continues to be prohibited except for those states that allow small-scale cultivation by the individual in possession of medical cannabis needing care or that person's caregiver. Active enforcement of state laws that prohibit personal cultivation of cannabis could have a material adverse effect on the business, reputation, results of operations, and financial condition of the High Times Group.

While the High Times Group believes that legalization trends are favorable and create a compelling business opportunity for early movers, there is no assurance that those trends will continue or be realized, that existing limited markets will continue to be available or that any new markets for cannabis and related products will emerge for the High Times Group. The business plan of the High Times Group is based on the premise that cannabis legalization will expand, that consumer demand for cannabis will continue to exceed supply for the foreseeable future, and that consumer demand for cannabis for medical and recreational uses will grow as it becomes legal to possess and use it and its derivative products, such as oils and certain food items. There is no assurance that this premise will prove to be correct or that the High Times Group will be generate increasing revenues or profits in the future. Moreover, if cannabis legalization is scaled back or reversed at the state level, or if the federal government increases its regulation and prosecution of cannabis-related activities, the ability of the High Times Group to generate revenue and profit could materially and adversely impacted.

Enforcement of federal law under the CSA by the Department of Justice and the Trump administration may negatively impact the ability of the High Times Group to pursue its prospective business operations and/or generate revenues.

Under the federal Controlled Substance Act (“CSA”), the policies and regulations of the federal government and its agencies are that cannabis (marijuana) is a Schedule 1 Controlled Substance that is addictive and has no medical benefit. Enforcement of the CSA, including as it relates to cannabis, is subject to prosecutorial discretion and available resources. In the case of cannabis, and particularly in light of the growing legalization of cannabis at the state level, enforcement of the CSA is uncertain and could change rapidly, leaving businesses such as the High Times Group hard pressed to react and operate their businesses.

In an effort to provide guidance to federal law enforcement, under the Obama Administration, the Department of Justice (“DOJ”) issued Guidance Regarding Cannabis Enforcement to all United States attorneys in a memorandum from Deputy Attorney General David Ogden on October 19, 2009 (the “Ogden Memorandum”), in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and in a memorandum from Deputy Attorney General James Cole on August 29, 2013 (the “Cole Memorandum”). Each memorandum provides that the DOJ is committed to the enforcement of the CSA, but the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent and rational way.

Under the Trump administration, however, there is a risk that the enforcement of Federal laws under CSA may be “stepped up”, and that the guidance in the Ogden Memorandum and the Cole Memorandum may be overruled, thereby reversing course on the former Obama administration policies towards the Federal regulation of cannabis. Pursuant to a Presidential Executive Order signed in February 2017, the Attorney General created a Task Force on Crime Reduction and Public Safety to review, and provide recommendations with respect to, strategies to reduce crime, including, in particular, illegal immigration, drug trafficking, and violent crime. According to the Attorney General, one of the mandates of the Task Force is to undertake a review of existing policies in the areas of charging, sentencing, and marijuana to ensure consistency with the Department's overall strategy on reducing violent crime and with Administration goals and priorities. The Task Force was reviewing policies regarding the CSA and accepting recommendations regarding possible amendments through the end of July 2017. However, to date, the Task Force has yet to release those comments or make formal recommendations to change the laws. Should Congress enact legislation to enhance or expand the enforcement of the CSA provisions relating to marijuana, or if the Trump administration, or any future administration, seeks to enforce Federal laws regulating the production, possession, distribution, dispensation, administration, testing, or delivery of cannabis to the detriment of states that have enacted medical or recreational marijuana laws, the future and potential business prospects of the High Times Group would become more challenging, perhaps significantly so. Any such legislation or enforcement policies could adversely affect the business, results of operations, and financial condition of the High Times Group.

Moreover, Congress enacted an omnibus spending bill for fiscal year 2017 including a provision prohibiting the U.S. Department of Justice (which includes the Drug Enforcement Administration) from using funds appropriated by that bill to prevent states from implementing their cannabis laws. This provision, however, is effective only until September 30, 2017 and must be renewed by Congress in subsequent years. In order to extend the prohibition, it must be specifically included in the fiscal year 2018 Commerce, Justice, and Science (CJS) Appropriations bill. Currently, only the Senate version of the fiscal 2017 CJS Appropriations bill includes the prohibition and the House version does not. In USA vs. McIntosh, the United States Court of Appeals for the Ninth Circuit held that this provision prohibits the U.S. Department of Justice from spending funds from relevant appropriations acts to prosecute individuals who engage in conduct permitted by state cannabis laws and who strictly comply with such laws. However, the Ninth Circuit’s opinion, which only applies to the states of Alaska, Arizona, California, Hawaii, and Idaho, also held that persons who do not strictly comply with all state laws and regulations regarding the distribution, possession and cultivation of cannabis have engaged in conduct that is unauthorized, and in such instances the U.S. Department of Justice may prosecute those individuals. As a result, if Congress fails to include the provision prohibiting the U.S. Department of Justice from using funds appropriated by that bill to prevent states from implementing their cannabis laws, and the federal government decides to strictly enforce federal law with respect to cannabis operations, the High Times Group may have difficulty or may be unable to operate all or aspects of its business.

The High Times Group may become subject to adverse proceedings or findings by federal or state agencies due to its involvement in the cannabis industry.

The High Times Group does not cultivate, dispense or sell cannabis or any derivatives of the cannabis plant, such as oils or edible products, although products utilizing or relating to cannabis have been used and sold at Cannabis Cup trade show events operated by the High Times Group since 2010 in states that permit the medical and recreational use of cannabis. Notwithstanding the efforts of High Time Group to ensure compliance with all applicable laws, rules and regulations at these events and otherwise in connection with its business, it is possible that the High Times Group may be accused by federal or state agencies of violating certain laws or regulations that involve the use or promotion of cannabis. Any related proceedings or adverse findings arising out of such proceedings would divert management attention, result in increased costs of doing business, and otherwise could have a material adverse effect on the business, reputation, results of operations, and financial condition of the High Times Group and perhaps the viability of its ongoing business

The High Times Group may be required to collect sales and other taxes.

New excise taxes may be imposed on the sale and production of products associated with cannabis by federal and state taxing authorities, suppressing sales. New government tax regulations may require that the High Times Group be responsible to collect those excise taxes, increasing its costs and risks. The High Times Group does not expect to collect sales or other similar taxes with respect to goods sold by it via its website, except for buyers from the State of California. The High Times Group expects to file quarterly sales tax returns with the State of California. Other states may, however, seek to impose sales tax collection obligations on out-of-state companies such as the High Times Group which engage in or facilitate online commerce, and a number of proposals have been made at the state and local level that would impose additional taxes on the sale of goods and services through the Internet. Such proposals, if adopted, could substantially impair the growth of Internet commerce, and could adversely affect the opportunity of the High Times Group to derive financial benefit from such activities. Moreover, a successful assertion by one or more states or any foreign country that the High Times Group should collect sales or other taxes on the exchange of merchandise on the High Times Group’s system could have a material adverse effect on the business, results operations, and financial condition of the High Times Group. Legislation limiting the ability of the states to impose taxes on Internet-based transactions has been proposed in the U.S. Congress. The High Times Group cannot assure that this legislation will ultimately be enacted into law or that the final version of this legislation will not contain a limited time period in which such tax moratorium will apply. In the event that the tax moratorium is imposed for a limited time period, there can be no assurance that the legislation will be renewed at the end of such period. Failure to enact or renew this legislation could allow various states to impose taxes on Internet-based commerce and the imposition of such taxes could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

The business of the High Times Group may be subject to various government regulations, and its inability to comply fully with such regulations could harm its business.

The High Times Group may become subject to various federal, state and local laws affecting the possession, consumption, production, supply and sale of cannabis. The Federal Trade Commission, the Federal Food and Drug Administration, the Federal Drug Enforcement Agency and equivalent state agencies regulate all aspects of cannabis and the advertising and representations made by businesses in the sale of cannabis or cannabis-related products. The inability of the High Times Group to fully comply with these regulations, particularly as they evolve and are subject to varying degrees of regulatory oversight and discretion, would have material adverse effect on the business, reputation, results of operations, and financial condition of the High Times Group.

In addition, the ongoing and future business plans of the High Times Group rely on its ability to successfully establish and maintain effective controls that follow the United States Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) Guidance, “BSA Expectations Regarding Marijuana-Related Businesses,” in vetting and monitoring potential and actual customers and clients. Financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under the federal money laundering statutes, unlicensed money transmitter statutes and the Bank Secrecy Act (“BSA”). However, supplemental guidance from the U.S. Department of Justice directs federal prosecutors to consider the federal enforcement priorities enumerated in the Cole Memorandum when determining whether to charge institutions or individuals with any of the financial crimes described above based upon cannabis-related activity. While the High Times Group believes that it is not currently subject to the BSA or FinCEN guidelines, the High Times Group may be required institute policies and procedures that mirror the stated goals of the FinCEN guidelines and will provide a framework by which we believe we can comply with the federal government’s stated objectives with respect to the potential conflict of law.

The High Times Group is also subject to government laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general. The High Times Group is not currently subject to direct federal, state or local regulation, or laws or regulations applicable to access to or commerce on the Internet, other than regulations applicable to businesses generally. It is possible that a number of laws and regulations may be adopted with respect to the Internet or other online services covering issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. In addition, applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy is uncertain. The vast majority of such laws was adopted prior to the advent of the Internet and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. In addition, numerous states, including the State of California in which the headquarters of the High Times Group are located, have regulations regarding the manner in which “wholesalers/retailers” may conduct business and the liability of “wholesalers/retailers” in conducting such business. There is a risk that governmental agencies will attempt to impose additional regulations impacting the High Times Group in the future, and such imposition could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. For example, several states have also proposed legislation that would limit the uses of personal user information gathered online or require online services to establish privacy policies. Changes to existing laws or the passage of new laws intended to address these issues, as well as laws, rules and regulations related to cannabis, could create uncertainty in the marketplace that could reduce demand for the services of the High Times Group or increase the cost of doing business as a result of litigation costs or increased service delivery costs, or could in some other manner could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. In addition, because the services of the High Times Group are expected to be accessible worldwide, and the High Times Group expects to eventually facilitate sales of goods to users worldwide, other jurisdictions may claim that the High Times Group is required to qualify to do business as a foreign corporation in a particular state or foreign country. The failure of any of the companies within the High Times Group to qualify as a foreign corporation in a jurisdiction where it is required to do so could subject the High Times Group to taxes and penalties for the failure to qualify, and could result in the inability of the High Times Group to enforce contracts in such jurisdictions. Any such new legislation or regulation, or the application of laws or regulations from jurisdictions whose laws do not currently apply to the business of the High Times Group, could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

The High Times Group may incur uninsured losses and insurance may be difficult to obtain or maintain.

Although the High Times Group maintains casualty, liability and property insurance coverage, along with workmen’s compensation and related insurance, the High Times Group cannot assure that it will not incur uninsured liabilities and losses as a result of the conduct of its current and future business operations. In particular, the High Times Group may incur liability involving the commercial sale of cannabis-related products or its live-events media business (including the Cannabis Cup) is deemed to have caused a personal injury. Uninsured losses in any significant amount could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

Moreover, because of its involvement in the cannabis industry, insurance policies that are otherwise readily available to business owners, such as workers’ compensation, general liability, and directors’ and officers’ insurance, may be more difficult for the High Times Group to find and more expensive for to obtain. There is a risk that the High Times Group may be unable to find and maintain such insurance policies, or that the cost of these policies will be unaffordable. If the High Times Group is unable to obtain or maintain such insurance policies on desirable terms, or at all, its ability to conduct business may be inhibited and it may be exposed to additional risks and financial liabilities.

The insurance coverage of the High Times Group may be inadequate to cover all significant risk exposures; because it is associated with the cannabis industry, it has a difficult time obtaining the various forms of insurance that are desired to operate its business, which may expose the High Times Group to additional risk and financial liabilities.

The High Times Group will be exposed to liabilities that are particular to the products and services we provide. While the High Times Group intends to maintain insurance for certain risks, the amount of its insurance coverage may not be adequate to cover all claims or liabilities, and it may be forced to bear substantial costs resulting from the risks and uncertainties of its business. It is also not possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage on terms favorable to the High Times Group, or at all, could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. The High Times Group does not have any business interruption insurance. Any business disruption or natural disaster could result in substantial losses, costs and diversion of resources.

Currently, the High Times Group has very limited insurance coverage in place for its business, personal property or workers' compensation insurance, directors’ and officers' liability insurance, and general liability insurance.

Insurance that is otherwise readily available in other industries is more difficult for the High Times Group to obtain, and more expensive, because the High Times Group is involved in, and does business with, individuals or businesses engaged in, the cannabis industry. There are no guarantees that the High Times Group will be able to find such insurances in the future, or that the cost will be affordable to it. If the High Times Group is forced to go without such insurance, it may be unable to enter into certain business sectors, its growth may be inhibited and, as a result, it may be exposed to additional risks and financial liabilities.

If the High Times Group is unable to pay for material and services timely, the High Times Group could be subject to liens.

If the High Times Group fails to pay for materials and services for its business on a timely basis, its assets could be subject to material men’s and workmen’s liens. The High Times Group may also be subject to bank or secured liens in the event that it defaults on loans from banks or its secured lenders, if any.

The management of the High Times Group will be subject to conflicts of interest.

Certain members of the management of the High Times Group may in the future become associated with or employed by other companies, which are engaged, or may become engaged, in the cultivation or dispensing of cannabis and cannabis related products or services. Conflicts of interest between the affiliates and/or directors and the High Times Group may arise by reason of such relationships. In addition, upon the Closing, the Successor will enter into a consulting services agreement (the “Consulting Services Agreement”) with Oreva Capital Corp., a Delaware corporation (“Oreva”), pursuant to which Oreva is to perform certain services for the Successor. Adam E. Levin, the Chief Executive Officer and Chairman of the High Times Group is the principal stockholder of Oreva.

The High Times Group may not achieve its goals and objectives.

While the management of the High Times Group believes that its experience and relationships will moderate this risk to some degree, no representation is made that any aspect of the High Times Group’s expansion projects will be successful.

Targeted markets may not develop as expected.

If a market for the contemplated e-commerce store and contemplated licensing of the High Times brand does not develop, or if products associated with cannabis or other products and services that the High Times Group hopes to establish are not developed or commercialized as the High Times Group expects, or if the High Times Group fails to address the needs of this market, its business will be harmed. The High Times Group may not be able to successfully address these risks and difficulties or others, including those described elsewhere in these risk factors. Failure to adequately address these risks and difficulties could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

Security breaches and other disruptions could compromise the information maintained by the High Times Group and expose it to liability, which would cause its business and reputation to suffer.

In the ordinary course of business, the High Times Group may collect and store sensitive data, including intellectual property, its proprietary business information and that of its customers and business partners, and personally identifiable information of the High Times Group’s customers, in its data centers and on its networks. The secure processing, maintenance and transmission of this information is critical to the business strategy of the High Times Group. Despite the High Times Group’s planned security measures, its information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise the High Times Group’s network, services and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, and disruption to the High Times Group’s operations and the services it provides to customers. This often times results in a loss of confidence in a company’s products and services, which could adversely affect its ability to earn revenues and competitive position and could have a material adverse effect on the High Times Group’s business, results of operations, and financial condition.

The products and services that High Times Group hopes to develop will likely result in increased costs.

The High Times Group expects its development costs to increase in future periods as it expands into new areas, and such increased costs could negatively affect its future operating results. The High Times Group expects to continue to expend substantial financial and other resources on its current business operations, including the publication of HIGH TIMES® magazine and related content, and the creation of organized live-event experiences and licensing and branding initiatives. Furthermore, the High Times Group intends to invest in marketing, licensing and product development programs, as well as associated sales and marketing programs, and general administration. These investments may not result in increased revenue or growth in the business. The failure of the High Times Group to materially increase its revenues could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

The inability of the High Times Group to effectively control costs and still maintain its business relationships, could have a material adverse effect on its business, results of operations, and financial condition.

It is critical that the High Times Group appropriately align its cost structure with prevailing market conditions to minimize the effect of economic downturns on its operations and, in particular, to build and maintain its user relationships. However, the High Times Group is limited in its ability to reduce expenses due to the ongoing need to continue to invest in research and development. In circumstances of reduced overall demand for the products and services of the High Times Group, its high cost structure could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. The inability of the High Times Group to align its cost structure in response to economic downturns on a timely basis could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. Conversely, adjusting the cost structure to fit economic downturn conditions may have a negative effect on the High Times Group during an economic upturn or periods of increasing demand for products. If the High Times Group too aggressively reduces its costs, it may not have sufficient resources to capture opportunities for expansion and growth and meet customer demand. The inability of High Times Group to effectively manage resources and capacity to capitalize on periods of economic upturn could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

If High Times Group is unable to accurately predict and respond to market developments or demands, its business, results of operations and financial condition will be adversely affected.

The cannabis industry is characterized by rapidly evolving technology, government regulations and methodologies. This makes it difficult to predict demand and market acceptance for the products and services of High Times Group. In order to succeed, High Times Group needs to adapt the products it offers in order to keep up with technological developments and changes in consumer needs. High Times Group cannot guarantee that it will succeed in enhancing its products and services, or developing or acquiring new products or features that adequately address changing technologies, user requirements and market preferences. High Times Group also cannot assure you that the products and services it offers will be accepted by end users. If the products and services offered by High Times Group are not accepted by customers, such sources will no long purchase such products and services, which could have a material adverse effect on the business, results of operations, and financial condition of High Times Group. Changes in technologies, industry standards, the regulatory environment and customer requirements, and new product introductions by existing or future competitors, could render the existing products of High Times Group obsolete and unmarketable, or require High Times Group to enhance current products or develop new products. This may require it to expend significant amounts of money, time, and other resources to meet these demands. This could strain its personnel and financial resources. Furthermore, many modernization projects deal with customer mission critical applications, and therefore encapsulate risk for the customer.

High Times Group may be unable to identify, purchase or integrate desirable acquisition targets. Future acquisitions may not be successful and we may not realize the anticipated cost savings, revenue enhancements or other synergies from such acquisitions.

The High Times Group plans to investigate and acquire strategic businesses with the potential to be accretive to earnings, increase its market penetration, brand strength and its market position or enhancement its existing product offerings. There can be no assurance that the High Times Group will identify or successfully complete transactions with suitable acquisition candidates in the future.

Additionally, if the High Times Group were to undertake a substantial acquisition, the acquisition would likely need to be financed in part through additional financing from banks, through public offerings or private placements of debt or equity securities or through other arrangements. There can be no assurance that the necessary acquisition financing would be available to the High Times Group on acceptable terms if and when required.

The current owners of the High Times Group acquired the business of the High Times Group in February 2017 and is in the process of completing the transition to the new ownership. There also can be no assurance that the completed acquisition of THC will be successful. The High Times Group could have difficulty integrating the operations, systems, management and other personnel, technology and internal controls of THC or future acquisitions. These difficulties could disrupt the ongoing business of the High Times Group, distract its management and employees, increase its expenses and could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. Matters related to integration may also delay and/or jeopardize strategic initiatives in place to enhance profitability. The High Times Group may also experience an adverse impact on its operations and revenues if acquisition or integration activities disrupt key customer and supplier relationships or if the High Times Group fails to retain, motivate and integrate key management and other employees of acquired businesses. Even if the High Times Group are able to integrate successfully, it may not be able to realize the potential cost savings, synergies and revenue enhancements that may be anticipated from any such acquisition, either in the amount or within the time frame that it expected, and the costs of achieving these benefits may be higher than, and the timing may differ from, what the High Times Group expected. Furthermore, the entities that the High Times Group or the Successor acquire in the future may not maintain effective systems of internal controls, or the High Times Group may encounter difficulties integrating its system of internal controls with those of acquired entities, which could prevent the High Times Group and the Successor from meeting their respective reporting obligations.

In connection with any acquisitions, the High Times Group may acquire liabilities that may not adequately be covered by insurance or an enforceable indemnity or similar agreement from a creditworthy counterparty. Additionally, fees and expenses incurred in connection with any acquisitions could be material. As a result, the High Times Group may be responsible for significant out-of-pocket expenditures and these fees and liabilities, if they materialize, could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if the High Times Group’s acquisitions do not yield expected returns, the High Times Group may be required to take charges to its operating results based on this impairment assessment process, which could adversely affect its results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect the High Times Group’s operating results. The High Times Group may also unknowingly inherit liabilities from acquired businesses or assets that arise after the acquisition and that are not adequately covered by indemnities. In addition, if an acquired business fails to meet the High Times Group’s expectations, its operating results, business and financial position may suffer.

High Times Group has not conducted an evaluation of the effectiveness of its internal control over financial reporting and will not be required to do so until 2018. If the High Times Group is unable to implement and maintain effective internal control over financial reporting investors may lose confidence in the accuracy and completeness of its financial reports and the market price of its common stock may be negatively affected.

As a public company, the High Times Group will be required to maintain internal control over financial reporting for the year ending December 31, 2018 and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires that the High Times Group evaluate and determine the effectiveness of its internal control over financial reporting and, beginning with its annual report for the fiscal year ending December 31, 2018, provide a management report on the internal control over financial reporting, which must be attested to by its independent registered public accounting firm to the extent we decide not to avail ourselves of the exemption provided to an emerging growth company, as defined by The Jumpstart Our Businesses Act of 2012 (the “JOBS Act”). Since the High Times Group has not conducted an evaluation of the effectiveness of its internal control over financial reporting, the High Times Group may have undiscovered material weaknesses. If the High Times Group has a material weakness in its internal control over financial reporting, it may not detect errors on a timely basis and our financial statements may be materially misstated. The High Times Group is in the process of designing and implementing the internal control over financial reporting required to comply with this obligation, which process may be time consuming, costly, and complicated. If the High Times Group identifies material weaknesses in its internal control over financial reporting, if it is unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, if it is unable to assert that our internal control over financial reporting are effective, or if its independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting, if and when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of its common stock could be negatively affected, and the High Times Group could become subject to investigations by the stock exchange on which its securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

High Times Group may not be able to effectively manage its growth or improve its operational, financial, and management information systems, which could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

In the near term, High Times Group intends to expand the scope of its operations activities significantly. If High Times Group is successful in executing its business plan, it will experience growth in its business that could place a significant strain on its business operations, finances, management and other resources. The factors that may place strain on its resources include, but are not limited to, the following:

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The need for continued development of financial and information management systems;

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The need to manage strategic relationships and agreements with manufacturers, customers and partners; and

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Difficulties in hiring and retaining skilled management, technical, and other personnel necessary to support and manage the business.

Additionally, the strategy of High Times Group could produce a period of rapid growth that may impose a significant burden on its administrative and operational resources. Its ability to effectively manage growth will require the High Times Group to substantially expand the capabilities of its administrative and operational resources and to attract, train, manage, and retain qualified management and other personnel. There can be no assurance that the High Times Group will be successful in recruiting and retaining new employees, or retaining existing employees.

High Times Group cannot provide assurances that its management will be able to manage this growth effectively. Its failure to successfully manage growth could result in its sales not increasing commensurately with capital investments or could otherwise have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

High Times Group faces significant competition across the media landscape, including from magazine publishers, digital publishers, social media platforms, search platforms, portals and digital marketing services, among others, which it expects will continue, and as a result we may not be able to maintain or improve High Times Group’s operating results.

High Times Group competes with other magazine publishers for market share and for the time and attention of consumers of print magazine content. The proliferation of choices available to consumers for information and entertainment has resulted in audience fragmentation and has negatively affected overall consumer demand for print magazines and intensified competition with other magazine publishers for share of print magazine readership. High Times Group also competes with digital publishers and other forms of media, including, among others, social media platforms, search platforms, portals and digital marketing services. The competition it faces has intensified as a result of the growing popularity of mobile devices, such as smartphones and social-media platforms, and the shift in consumer preference from print media to digital media for the delivery and consumption of content, including video content. Social media and other platforms such as Facebook, Twitter, Snapchat, Google and Yahoo! are successful in gathering national, local and entertainment news and information from multiple sources and attracting a broad readership base. News aggregation websites and customized news feeds (often free to users) may reduce our traffic levels by minimizing the need for the audience to visit High Times Group’s websites or use our digital applications directly. Given the ever-growing and rapidly changing number of digital media options available on the Internet, the High Times Group may not be able to increase our online traffic sufficiently and retain or grow a base of frequent visitors to its websites and applications on mobile devices. In addition, the ever-growing and rapidly changing number of digital media options available on the Internet may lead to technologies and alternatives that the High Times Group is not able to offer.

These new platforms have reduced the cost of producing and distributing content on a wide scale, allowing new free or low-priced digital content providers to compete with the High Times Group and other magazine publishers. The ability of High Times Group’s paid print and digital content to compete successfully with free and low-priced digital content, including video content, depends on several factors, including its ability to differentiate and distinguish its content from free or low-priced digital content, as well as its ability to increase the value of paid subscriptions to our customers by offering a different, deeper and richer digital experience. If the High Times Group is unable to distinguish its content from that of its competitors or adapt to new distribution methods, its business, financial condition and results of operations may be adversely affected.

High Times Group is exposed to risks associated with the current challenging conditions in the magazine publishing industry.

High Times Group has experienced declines in its print and other advertising revenues and circulation revenues due to challenging conditions in the magazine publishing industry. For the years ended December 31, 2016, 2015 and 2014, its print and digital advertising revenues declined 6.4%, 30.6% and increased 68.8%, respectively, as compared to the preceding year despite it having maintained or gained market share in advertising revenues in each of 2016, 2015, and 2014, and its circulation revenues (subscription and newsstand) declined 23.8%, 34.4% and increased 5.9%, respectively, as compared to the preceding year. The challenging conditions and High Times Group’s declining revenues may limit its ability to invest in our brands and pursue new business strategies, including acquisitions, and make it more difficult to attract and retain talented employees and management. Moreover, while High Times Group has reduced its costs significantly in recent years to address these challenges, it will need to reduce costs further and such reductions are subject to risks.

High Times Group profits may be affected by its ability to respond to recent and future changes in technology and consumer behavior.

Technology used in the publishing industry continues to evolve rapidly, and advances in that technology have led to alternative methods for the delivery and consumption of content, including via mobile devices such as smartphones. These technological developments have driven changes in consumer behavior, especially among younger demographics. Shifts to digital platforms present several challenges to High Times Group’s historical business model, which is based on the production and distribution of print magazines. In order to remain successful, High Times Group must continue to attract readers and advertisers to its print products while also continue to adapt its business model to address changing consumer demand for digital content across a wide variety of devices and platforms.

This adaptation poses certain risks. First, advertising models and pricing for digital platforms may not be as economically attractive to us as in print magazines, and High Times Group’s ability to continue to package print and digital audiences for advertisers could change in the future. Second, it is unclear whether it will be economically feasible for the High Times Group to grow paid digital circulation to scale. Further, High Times Group’s practice of offering certain content on its websites for free may reduce demand for its paid content. In addition, the increasing adoption of ad-blocking tools could negatively impact the revenues that the High Times Group generates on its digital platforms.

The transition from print to digital platforms may also reduce the benefit of important economies of scale the High Times Group has established in its print production and distribution operations. The scale of its print operations has allowed it to support significant vertical integration in our production, consumer marketing and retail distribution operations, among others, as well as to secure attractive terms with its third-party suppliers, all of which have provided it with significant economic and competitive advantages. As the size of its print operations declines, the advantages of the economies of scale in its print operations may also decline.

Also, the shift to digital distribution platforms, many of which are controlled by third parties, may lead to pricing restrictions, the loss of distribution control, further loss of a direct relationship with advertisers and consumers and greater susceptibility to technological problems or failures in third-party systems as compared to High Times Group’s existing print distribution operations. Further, High Times Group may be required to incur significant costs as it continues to acquire new expertise and infrastructure to accommodate the shift to digital platforms, including additional consumer software and digital and mobile content development expertise, and it may not be able to economically adapt existing print production and distribution assets to support its digital operations. If High Times Group is unable to successfully manage the transition to a greater emphasis on digital platforms, continue to negotiate mutually agreeable arrangements with digital distributors or otherwise respond to changes in technology and consumer behavior, its business, financial condition and results of operations may be adversely affected.

In addition, the advertising industry continues to experience a shift toward digital advertising. Because rates for digital advertising are generally lower than for traditional print advertising, High Times Group’s digital advertising revenue may not fully replace print advertising revenue lost as a result of the shift. Growing consumer reliance on mobile devices adds additional pressure, as advertising rates are generally lower on mobile devices than on personal computers. If High Times Group is unable to effectively grow digital advertising revenues through the development of advertising products that are compelling to both marketers and consumers, its business, financial condition and results of operations may be adversely affected.

If High Times Group fails to develop or acquire technologies that adequately serve changing consumer behaviors and support our evolving business needs, our business, financial condition and prospects may be adversely affected.

In order to respond to changing consumer behaviors, High Times Group needs to invest in new technologies and platforms to deliver content and provide products and services where consumers demand it. If the High Times Group fails to develop or acquire the necessary consumer-facing technologies or if the technologies it develops or acquires are not received favorably by consumers, its business, financial condition and prospects may be adversely affected. In addition, as its business evolves and it develops new revenue streams, the High Times Group must develop or invest in new technology and infrastructure that satisfy the needs of the changing business. If it fails to do so, its business, financial condition and prospects may suffer. Further, if it fails to update its current technology and infrastructure to minimize the potential for business disruption, High Times Group’s business, financial condition and prospects may be adversely affected.

Consolidation of the competitors of High Times Group in the markets in which it operates could place the High Times Group at a competitive disadvantage and reduce its profitability.

High Times Group operates in an industry which is highly fragmented due to the regulatory environment. However, there may be a trend or competitive advantage in consolidation to acquire value-added assets or scale our operations through its brand recognition. At the same time, such consolidation of its competitors may jeopardize the strength of the position of the High Times Group in one or more of the markets in which the High Times Group operates and any operational advantages or assets that it owns. Losing some of those advantages or assets could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

If High Times Group is unable to continually innovate and increase efficiencies, its ability to attract new customers may be adversely affected.

In the area of innovation, the High Times Group must be able to develop new technologies, content and products that appeal to its customers. This depends, in part, on the technological and creative skills of its personnel and on its ability to protect its intellectual property rights. The High Times Group may not be successful in the development, introduction, marketing, and sourcing of new technologies, content or products, that satisfy customer needs, achieve market acceptance, or generate satisfactory financial returns.

If High Times Group is unable to adopt or incorporate technological advances into its content and products, its business could become less competitive, uncompetitive, or obsolete and it may not be able to compete effectively with competitors' products.

The High Times Group expects that technological advances in the processes and procedures for Cannabis cultivation equipment will continue to occur. As a result, there are risks that products that compete with its products could be improved or developed. If the High Times Group is unable to adopt or incorporate technological advances, its products could be less efficient or cost-effective than methods developed and sold by its competitors, which could cause its products to become less competitive, uncompetitive or obsolete, which could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group

Litigation may adversely affect the business, financial condition, and results of operations of the High Times Group.

From time to time in the normal course of its business operations, the High Times Group may become subject to litigation that may result in liability material to its financial statements as a whole or may negatively affect its operating results if changes to its business operations are required. The cost to defend such litigation may be significant and may require a diversion of resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of its business, regardless of whether the allegations are valid or whether the High Times Group is ultimately found liable. Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of the insurance coverage of the High Times Group for any claims could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

If High Times Group fails to protect or develop its intellectual property, its business, operations and financial condition could be adversely affected.

Any infringement or misappropriation of intellectual property of the High Times Group could damage its value and limit its ability to compete. The High Times Group may have to engage in litigation to protect the rights to its intellectual property, which could result in significant litigation costs and require a significant amount of management time and attention. In addition, the ability of the High Times Group to enforce and protect its intellectual property rights may be limited in certain countries outside the United States, which could make it easier for competitors to capture market position in such countries by utilizing technologies that are similar to those developed or licensed by the High Times Group.

The High Times Group may also find it necessary to bring infringement or other actions against third parties to seek to protect its intellectual property rights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute and there can be no assurance that the High Times Group will have the financial or other resources to enforce its rights or prevent other parties from developing similar technology or designing around its intellectual property.

Although High Times Group believes that its intellectual property does not and will not infringe upon the patents or violate the proprietary rights of others, it is possible such infringement or violation has occurred or will occur in the future, which could have a material adverse effect on the business, results of operations, and financial condition of High Times Group.

High Times Group is not aware of any infringement by it of any person's or entity's intellectual property rights. In the event that products or services the High Times Group offers or sells are deemed to infringe upon the patents or proprietary rights of others, the High Times Group could be required to modify its products or services or to obtain a license for the manufacture and/or sale of such products or services or cease selling such products or services. In such event, there can be no assurance that the High Times Group would be able to do so in a timely manner, upon acceptable terms and conditions, or at all, and the failure to do any of the foregoing could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

There can be no assurance that the High Times Group will have the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation action. If products or services, or proposed products or services, are deemed to infringe or likely to infringe upon the patents or proprietary rights of others, the High Times Group could be subject to injunctive relief and, under certain circumstances, become liable for damages, which could also could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

The trade secrets of the High Times Group may be difficult to protect.

The success of the High Times Group depends upon the skills, knowledge, and experience of its scientific and technical personnel, its consultants and advisors, as well as its licensors and contractors. Because the High Times Group operates in several highly competitive industries, it relies in part on trade secrets to protect its proprietary technology and processes. However, trade secrets are difficult to protect. The High Times Group enters into confidentiality or non-disclosure agreements with its corporate partners, employees, consultants, outside scientific collaborators, developers, and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third parties confidential information developed by the receiving party or made known to the receiving party by the High Times Group during the course of the receiving party's relationship with the High Times Group. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to the High Times Group will be the exclusive property of the High Times Group, and the High Times Group enters into assignment agreements to perfect its rights.

These confidentiality, inventions and assignment agreements may be breached and may not effectively assign intellectual property rights to the High Times Group. Its trade secrets also could be independently discovered by competitors, in which case the High Times Group would not be able to prevent the use of such trade secrets by its competitors. The enforcement of a claim alleging that a party illegally obtained and was using our trade secrets could be difficult, expensive and time consuming and the outcome would be unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. The failure to obtain or maintain meaningful trade secret protection could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

High Times Group faces intense competition and many of its competitors have greater resources that may enable them to compete more effectively.

The cannabis information, cultivation and dispensary industry is intensely competitive and the High Times Group expect competition to intensify further in the future. The websites of the High Times Group will be subject to competition for advertisers. The High Times Group will be subject to competition from well-established commercial cannabis information providers, media companies, growers and suppliers that have all necessary government permits. Some of its competitors have greater capital resources, facilities and diversity of product lines, which may enable them to compete more effectively in this market. As a potential supplier of other Cannabis products, the High Times Group competes with several larger and better-known companies that specialize in supplying and distributing a vast array of commercial goods. These competitors may devote their resources to developing and marketing products that will directly compete with the product lines of the High Times Group. Due to this competition, there is no assurance that the High Times Group will not encounter difficulties in obtaining revenues and market share or in the positioning of its products. There are no assurances that competition in the respective industries in which the High Times Group operates will not lead to reduced prices for its products and services. The inability of the High Times Group to successfully compete with existing companies and new entrants to the market could have a material adverse effect on the business, operations and financial condition of the High Times Group.

Current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase such competitors’ ability to successfully market their tools and services. The High Times Group also expect that competition may increase as a result of eventual consolidation within the industry. As the High Times Group develops new products and services, it may begin to compete with companies with which it has not previously competed. The High Times Group may be unable to differentiate its products and services from those of its competitors, or successfully develop and introduce new products and services that are less costly than, or superior to, those of its competitors. This could have a material adverse effect on the business, results of operations and financial condition of the High Times Group.

The future success of the High Times Group will depend on its key executive officers and its ability to attract, retain, and motivate qualified personnel.

The future success of the High Times Group largely depends upon the continued services of its executive officers and management team. If one or more of its executive officers are unable or unwilling to continue in their present positions, the High Times Group may not be able to replace them readily, if at all. Additionally, the High Times Group may incur additional expenses to recruit and retain new executive officers. If any of its executive officers joins a competitor or forms a competing company, the High Times Group may lose some of its potential customers. Finally, the High Times Group does not maintain “key person” life insurance on any of its executive officers. Because of these factors, the loss of the services of any of these key persons could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group.

The continuing ability of the High Times Group to attract and retain highly qualified personnel will also be critical to its success because it will need to hire and retain additional personnel as its business grows. There can be no assurance that the High Times Group will be able to attract or retain highly qualified personnel. The High Times Group faces significant competition for skilled personnel in its industry. This competition may make it more difficult and expensive to attract, hire, and retain qualified managers and employees. Because of these factors, the High Times Group may not be able to effectively manage or grow its business, which could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. As a result, the value of your investment could be significantly reduced or completely lost.

The consideration being paid to the management or the High Times Group was not based on arms-length negotiation.

The compensation and other consideration paid or being paid by the High Times Group to its management has not been determined based on arm’s length negotiations. While management believes that the consideration is fair for the work being performed, the High Times Group cannot assure that the consideration to management reflects the true market value of its services.

High Times Group depends on its management but has no key man insurance.

High Times Group’s business, to date, and for the foreseeable future, will be significantly dependent on its management team, directors and key consultants.

The loss of any one of these individuals could have a material adverse effect on the High Times Group. If the High Times Group lost the services of any one or more of its executive officers or key employees, it would need to devote substantial resources to finding replacements, and until replacements were found, the High Times Group would be operating without the skills or leadership of such personnel, any of which could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. As previously discussed, the High Times Group currently does not carry “key-man” life insurance policies covering any of these individuals.

There are risks associated with the proposed expansion of the High Times business.

Any expansion plans undertaken by the High Times Group to increase or expand its operations entail risks, which may negatively impact the profitability of the High Times Group. Consequently, investors must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the High Times Group at that time, and (ii) management of such expanded operations may divert management’s attention and resources away from its existing operations, any of which factors could have a material adverse effect on the business, results of operations, and financial condition of the High Times Group. The High Times Group cannot assure investors that its products, procedures, or controls will be adequate to support the anticipated growth of its operations.

High Times Group may have difficulty accessing the service of banks, which may make it difficult for us to operate.

Since the use, possession, cultivation and distribution of marijuana is illegal under federal law, many banks will not accept for deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty finding a bank willing to accept their business. The inability to open or maintain bank accounts may make it difficult for the High Times Group to operate our marijuana-related businesses. If any of its bank accounts are closed, the High Times Group may have difficulty processing transactions in the ordinary course of business, including paying suppliers, employees and landlords, which could have a significant negative effect on its operations and results of operations.

High Times Group could become subject to Section 280E of the Code

Section 280E of the Code prohibits marijuana businesses from deducting their ordinary and necessary business expenses, forcing such businesses to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a marijuana business depends on how large its ratio of nondeductible expenses is to its total revenues. Although the High Times Group does not cultivate, dispense or sell cannabis or any derivatives of the cannabis plant, and therefore does not believe that it is subject to Section 280E of the Code, there is no assurance that the Internal revenue Services (the “IRS”) may not take a different position, which, if sustained, could materially and adversely affect the future profitability of the High Times Group.

Data Privacy and Security

High Times Group’s business activities are subject to laws and regulations governing the collection, use, sharing, protection and retention of personal data, which continue to evolve and have implications for how such data is managed. In addition, the Federal Trade Commission (the “FTC”) continues to expand its application of general consumer protection laws to commercial data practices, including to the use of personal and profiling data from online users to deliver targeted Internet advertisements. Most states have also enacted legislation regulating data privacy and security, including laws requiring businesses to provide notice to state agencies and to individuals whose personally identifiable information has been disclosed as a result of a data breach.

Similar laws and regulations have been implemented in many of the other jurisdictions in which the High Times Group operates, including the European Union. Recently, the European Union adopted the General Data Protection Regulation (“GDPR”), which is intended to provide a uniform set of rules for personal data processing throughout the European Union and to replace the existing Data Protection Directive (Directive 95/46/EC). Fully enforceable as of May 25, 2018, the GDPR expands the regulation of the collection, processing, use and security of personal data, contains stringent conditions for consent from data subjects, strengthens the rights of individuals, including the right to have personal data deleted upon request, continues to restrict the trans-border flow of such data, requires mandatory data breach reporting and notification, increases penalties for non-compliance and increases the enforcement powers of the data protection authorities. Also, in 2015, the European Court of Justice invalidated the U.S.-E.U. Safe Harbor framework, one of the legal mechanisms through which personal data could be transferred from the European Union to the United States, and the mechanism relied upon by the Company with respect to certain personal data transfers among the Company’s businesses, and between the Company and some of its third-party service providers. The Company has been putting into place, and working with its third-party service providers to implement, alternative legal mechanisms for cross-border personal data transfers.

In response to such developments, industry participants in the U.S., and Europe have taken steps to increase compliance with relevant industry-level standards and practices, including the implementation of self-regulatory regimes for online behavioral advertising that impose obligations on participating companies, such as the High Times Group, to give consumers a better understanding of advertisements that are customized based on their online behavior. High Times Group continues to monitor pending legislation and regulatory initiatives to ascertain relevance, analyze impact and develop strategic direction surrounding regulatory trends and developments, including any changes required in the Company’s data privacy and security compliance programs.

HTH is an emerging growth company and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make its Common Stock less attractive to investors.

For as long as HTH continues to be an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. HTH cannot predict if investors will find its Common Stock less attractive because it will rely on these exemptions. If some investors find HTH’s Common Stock less attractive as a result, there may be a less active trading market for its Common Stock and its stock price may be more volatile.

HTH will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of its Common Stock that is held by non-affiliates exceeds $700 million as of June 30, (ii) the end of the fiscal year in which it has total annual gross revenue of $1 billion or more during such fiscal year, (iii) the date on which it issues more than $1 billion in non-convertible debt in a three-year period or (iv) five years from the date of this proxy statement.

Risk Factors Related to Origo

If Origo is unable to consummate a business combination, Public Shareholders may be forced to wait until March 12, 2018 before receiving liquidation distributions.

Origo has until March 12, 2018 to complete a business combination. Origo has no obligation to return funds to investors prior to such date unless it consummates a business combination prior thereto and only then in cases where investors have sought to convert their Origo Shares. Only after the expiration of this full time period will Public Shareholders be entitled to liquidation distributions if Origo is unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate your investment, you may be forced to sell your securities potentially at a loss.

Origo’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

Origo’s independent registered public accounting firm has expressed in its report on Origo’s financial statements included as part of its annual report on Form 10-K for the year ended November 30, 2016, a substantial doubt regarding its ability to continue as a going concern. The financial statements do not include any adjustments that might result from its ability to continue as a going concern. As of August 31, 2017, Origo had approximately $900 in cash and cash equivalents, approximately $15,000 in interest income available to Origo for working capital purposes from Origo’s investments in the Trust Account, and a working capital deficit of approximately $2.46 million. Further, Origo has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Based on the foregoing, Origo may have insufficient funds available to operate its business through the earlier of consummation of a business combination or March 12, 2018. Following the initial business combination, if cash on hand is insufficient, Origo may need to obtain additional financing in order to meet its obligations. Origo cannot be certain that additional funding will be available on acceptable terms, or at all. Origo’s plans to raise capital or to consummate the initial business combination may not be successful. Moreover, there is no assurance that Origo will consummate its initial business combination, including the Business Combination. These factors raise substantial doubt about its ability to continue as a going concern.

The requirement that Origo complete an initial business combination by March 12, 2018 may give potential target businesses, including HTH, leverage over Origo in negotiating a business transaction.

Origo has until March 12, 2018 to complete an initial business combination. Any potential target business with which Origo enters into negotiations concerning a business combination, including HTH, will be aware of this requirement. Consequently, such target business may obtain leverage over Origo in negotiating a business combination, knowing that if Origo does not complete a business combination with that particular target business, Origo may be unable to complete a business combination with any other target business. This risk will increase as Origo gets closer to the time limits referenced above.

The funds held in the Trust Account may not earn significant interest and, as a result, Origo may be limited to the funds held outside of the Trust Account to fund its search for target businesses, to pay its tax obligations and to complete its initial business combination.

As of August 31, 2017, Origo had approximately US$16,000 available to it outside the trust account to fund its working capital requirements. This amount was comprised of approximately US$860 available in Origo’s operating account and approximately US$15,000 of interest income available to it for working capital purpose from its investments in the Trust Account. Origo will depend on sufficient interest being earned on the proceeds held in the Trust Account to provide it with additional working capital, as well as any funds from Origo management’s ability to fund Origo’s working capital needs. To this end, Origo’s management already loaned to us an aggregate of approximately $1.4 million. Origo will need to identify one or more target businesses and to complete its initial business combination, as well as to pay any tax obligations that it may owe. Interest rates on permissible investments for Origo has been less than 1% over the last several years. Accordingly, if Origo does not earn a sufficient amount of interest on the funds held in the Trust Account and use all of the funds held outside of the Trust Account, it may not have sufficient funds available with which to structure, negotiate or close an initial business combination.

If third parties bring claims against Origo, the proceeds held in Trust Account could be reduced and the per-share liquidation price received by shareholders may be less than $10.80.

Origo placing of funds in trust may not protect those funds from third party claims against Origo. Although Origo will seek to have all vendors and service providers Origo engages and prospective target businesses Origo negotiates with execute agreements with Origo waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with Origo, they may seek recourse against the monies held in the Trust Account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the Public Shareholders. If Origo liquidates the Trust Account before the completion of a business combination, Mr. Fred, our Chief Executive Officer, has agreed that he will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to Origo and which have not executed a waiver agreement. However, Mr. Fred may not be able to meet such obligation. Therefore, the per-share distribution from the Trust Account in such a situation may be less than $10.80, plus interest, due to such claims.

Additionally, if Origo is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Origo which is not dismissed, or if Origo otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Origo’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Origo’s shareholders. To the extent any bankruptcy claims deplete the trust account, Origo may not be able to return to the Public Shareholders at least $10.80.

Origo shareholders may be held liable for claims by third parties against us to the extent of distributions received by them.

Origo’s Memorandum and Articles of Association provides that Origo will continue in existence only until March 12, 2018 unless it completes an initial business combination by such date. As such, Origo’s shareholders could potentially be liable for any claims to the extent of distributions received by them pursuant to such process and any liability of Origo’s shareholders may extend beyond the date of such distribution. Accordingly, Origo cannot assure you that third parties, or Origo under the control of an official liquidator, will not seek to recover from its shareholders amounts owed to them by Origo.

If Origo is unable to consummate a transaction within the required time period, upon notice from Origo, the trustee of the Trust Account will distribute the amount in the Trust Account to the Public Shareholders. Concurrently, Origo shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Origo cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, Mr. Fred, our Chief Executive Officer, has agreed that he will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Origo for services rendered or contracted for or products sold to Origo and which have not executed a waiver agreement.

If Origo is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Origo was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by its shareholders. Furthermore, Origo’s directors may be viewed as having breached their fiduciary duties to Origo or Origo’s creditors and/or may have acted in bad faith, and thereby exposing themselves and Origo to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. Origo cannot assure you that claims will not be brought against Origo for these reasons. Origo and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of its share premium account while Origo was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine of US$15,000 and to imprisonment for five years in the Cayman Islands.

Holders of rights and warrants will not have redemption rights if Origo is unable to complete an initial business combination within the required time period.

If Origo is unable to complete an initial business combination within the required time period and Origo redeems the funds held in the trust account, the rights and warrants will expire and holders will not receive any of such proceeds with respect to such rights and warrants, respectively.

Origo has no obligation to net cash settle the rights or warrants.

In no event will Origo have any obligation to net cash settle the rights or warrants. Furthermore, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial business combination. Accordingly, the rights and warrants may expire worthless unless converted and/or exercised.

Origo may amend the terms of the rights in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding rights.

Origo’s rights were issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and Origo. The rights agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The rights agreement requires the approval by the holders of a majority of the then outstanding rights (including the rights underlying the private units) in order to make any change that adversely affects the interests of the registered holders.

If Origo does not maintain a current and effective prospectus relating to the Origo Shares issuable upon exercise of the warrants, public holders will only be able to exercise such warrants on a “cashless basis” which would result in a fewer number of shares being issued to the holder had such holder exercised the warrants for cash.

If Origo does not maintain a current and effective prospectus relating to the Origo Shares issuable upon exercise of the public warrant at the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration is available. As a result, the number of Origo Shares that a holder will receive upon exercise of its public warrants will be fewer than it would have been had such holder exercised its warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise their warrants on a cashless basis and would only be able to exercise their warrants for cash if a current and effective prospectus relating to the ordinary shares issuable upon exercise of the warrants is available. Under the terms of the warrant agreement, Origo has agreed to use its best efforts to meet these conditions and to maintain a current and effective prospectus relating to the Origo Shares issuable upon exercise of the warrants until the expiration of the warrants. However, Origo cannot assure you that it will be able to do so. If Origo is unable to do so, the potential “upside” of the holder’s investment in Origo may be reduced or the warrants may expire worthless. Notwithstanding the foregoing, the warrants included in the Origo Private Units, (“Origo Private Warrants”) may be exercisable for unregistered ordinary shares for cash even if the prospectus relating to the Origo Shares issuable upon exercise of the warrants is not current and effective.

An investor will only be able to exercise a warrant if the issuance of Origo Shares upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

No public warrants will be exercisable for cash and we will not be obligated to issue Origo Shares unless the Origo Shares issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. At the time that the warrants become exercisable, Origo expects to continue to be listed on a national securities exchange, which would provide an exemption from registration in every state. However, Origo cannot assure you of this fact. If the Origo Shares issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the market for the warrants may be limited and they may expire worthless if they cannot be sold

Origo’s management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Origo Shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

If Origo calls its public warrants for redemption after the redemption criteria have been satisfied, Origo’s management will have the option to require any holder that wishes to exercise his/her warrant (including any warrants held by the Current Initial Shareholders or their permitted transferees) to do so on a “cashless basis.” If Origo’s management chooses to require holders to exercise their warrants on a cashless basis, the number of Origo’s Shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his/her warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in Origo.

The requirement that the target business or businesses that Origo acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for its initial business combination may limit the type and number of companies that it may complete such a business combination with.

Pursuant to Nasdaq listing rules, the target business or businesses that Origo acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for its initial business combination. This restriction may limit the type and number of companies that with which Origo may complete a business combination. If Origo is unable to locate a target business or businesses that satisfy this fair market value test, it may be forced to liquidate and you will only be entitled to receive your pro rata portion of the funds in the Trust Account.

If Nasdaq delists Origo’s securities from quotation on its exchange, we would not be required to complete a business combination with a target business or businesses meeting specific fair market value requirements.

If Nasdaq delists our securities from listing on its exchange, we would not be required to satisfy the fair market value requirement described above and could complete a business combination with a target business having a fair market value substantially below 80% of the balance in the trust account.

The Nasdaq Stock Market LLC may delist Origo’s securities from quotation on its exchange which could limit investors’ ability to make transactions in Origo’s securities and subject Origo to additional trading restrictions.

Origo’s securities are listed on the Nasdaq Capital Market. On February 21, 2017, Origo received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that Origo is not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires Origo to have at least 300 public holders for continued listing on Nasdaq. The Notice was only a notification of deficiency, not of imminent delisting, and had no current effect on the listing or trading of Origo’s securities on Nasdaq. The Notice stated that Origo was required to submit a plan to evidence compliance with the Minimum Public Holders Rule no later than April 7, 2017, which Origo submitted. On April 20, 2017, Nasdaq granted Origo an extension to regain compliance with the Minimum Public Holders Rule to August 21, 2017. On October 23, 2017, Origo received formal notification from Nasdaq that the Nasdaq Hearings Panel (the “Panel”) had determined to grant the Origo’s request for the continued listing of its securities on Nasdaq, pursuant to an extension through February 19, 2018, to complete its proposed merger with HTH and, in connection therewith, to evidence compliance with all applicable requirements for the continued listing of the combined company’s securities on Nasdaq post-merger. In its notification, the Panel indicated that February 19, 2018 constitutes the full extent of the Panel’s discretion in this matter. On December 4, 2017, Origo received a notice from Nasdaq that Origo’s failure to hold an annual meeting for the fiscal year ended November 30, 2016 serves as an additional basis for delisting the Origo’s securities from Nasdaq. Origo responded to the notice and on December 13, 2017, Nasdaq sent Origo a no action notice stating that Nasdaq will not take any action to delist Origo’s securities at this time and will review the matter again upon completion of the Business Combination or expiration of the previously granted extension for compliance until February 19, 2018, whichever is sooner.

Origo cannot assure you that its securities will continue to be listed on Nasdaq in the future prior to the Business Combination. Additionally, in connection with Origo’s initial business combination, it is likely that Nasdaq will require Origo to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. Origo cannot assure you that it will be able to meet those initial listing requirements at that time.

If Nasdaq delists Origo’s securities from trading on its exchange, we could face significant material adverse consequences, including:

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a limited availability of market quotations for Origo securities;

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reduced liquidity with respect to Origo securities;

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a determination that Origo Shares are “penny stock” which will require brokers trading in Origo Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for Origo Shares;

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a limited amount of news and analyst coverage for Origo Shares; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

Origo’s ability to successfully effect a business combination and to be successful thereafter will be totally dependent upon the efforts of its key personnel, some of whom may join Origo following a business combination. While Origo intends to closely scrutinize any individuals it engages after a business combination, it cannot assure you that its assessment of these individuals will prove to be correct.

Origo’s ability to successfully effect a business combination is dependent upon the efforts of its key personnel. Origo believes that its success depends on the continued service of its key personnel, at least until it has consummated its initial business combination. Origo cannot assure you that any of its key personnel will remain with Origo for the immediate or foreseeable future. In addition, none of its officers are required to commit any specified amount of time to its affairs and, accordingly, they will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Origo does not have employment agreements with, or key-man insurance on the life of, any of its officers. The unexpected loss of the services of its key personnel could have a detrimental effect on Origo.

The role of Origo’s key personnel in the target business, however, cannot presently be ascertained. Although some of its key personnel may remain with the target business in senior management or advisory positions following a business combination, it is likely that some or all of the management of the target business will remain in place. While Origo intends to closely scrutinize any individuals it engages after a business combination, it cannot assure you that its assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company which could cause Origo to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect Origo’s operations.

Origo’s officers and directors will allocate their time to other businesses thereby potentially limiting the amount of time they devote to Origo’s affairs. This conflict of interest could have a negative impact on Origo’s ability to consummate its initial business combination.

Origo’s officers and directors are not required to commit their full time to Origo’s affairs, which could create a conflict of interest when allocating their time between Origo’s operations and their other commitments. Origo presently expects each of its employees to devote such amount of time as they reasonably believe is necessary to Origo’s business. Origo does not intend to have any full time employees prior to the consummation of our initial business combination. All of Origo’s officers and directors are engaged in several other business endeavors and are not obligated to devote any specific number of hours to Origo’s affairs. If Origo’s officers’ and directors’ other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to Origo’s affairs and could have a negative impact on Origo’s ability to consummate its initial business combination, including the Business Combination. Origo cannot assure you these conflicts will be resolved in its favor.

A conflict of interest may arise in determining whether the Business Combination or another particular business combination target is appropriate for our initial business combination due to Origo’s officers’ and directors’ personal and financial interests.

Origo’s officers and directors have waived their right to convert their insider shares, Private Shares or any other Origo Shares, or to receive distributions with respect to their insider shares or Private Shares upon Origo’s liquidation if it is unable to consummate an initial business combination. Accordingly, these securities will be worthless if Origo does not consummate an initial business combination. Their private rights, Origo Private Warrants and any other rights or warrants they acquire will also be worthless if Origo does not consummate an initial business combination. In addition, Origo’s officers and directors have and may continue to loan funds to Origo and may be owed reimbursement for expenses incurred in connection with certain activities on its behalf which would only be repaid if Origo completes an initial business combination. The personal and financial interests of Origo’s directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination, including the Business Combination. Consequently, Origo’s directors’ and officers’ discretion in identifying and selecting a suitable target business, including the Business Combination, may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in Origo’s shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to Origo as a matter of Cayman Islands law and Origo might have a claim against such individuals. However, Origo might not ultimately be successful in any claim it may make against them for such reason.

The ability of Origo’s Public Shareholders to redeem their shares for cash may make it difficult for Origo to complete the Business Combination.

In no event will Origo consummate the redemption of Public Shares if such redemption causes its net tangible assets to be less than $5,000,001. If all Public Shareholders exercise their redemption rights, Origo will not be able to proceed with the Business Combination. Consequently, if accepting all properly submitted redemption requests would cause its net tangible assets to be less than $5,000,001, Origo would not proceed with such redemption and the Business Combination and may instead search for an alternate business combination. In that case, Public Shareholders may have to remain shareholders of Origo and wait until March 12, 2018 in order to be able to receive a pro rata portion of the Trust Account, or attempt to sell their shares in the open market prior to such time, in which case they may receive less than a pro rata share of the Trust Account for their shares.

In connection with any meeting held to approve an initial business combination, we will offer each Public Shareholder the option to vote in favor of a proposed business combination and still seek conversion of his, her or its shares, which may make it more likely that we will consummate a business combination.

In connection with any meeting held to approve an initial business combination, we will offer each Public Shareholder (but not the Current Initial Shareholders) the right to have his, her or its Origo Shares converted to cash (subject to the limitations described elsewhere herein) regardless of whether such shareholder votes for or against such proposed business combination. Furthermore, Origo will consummate its initial business combination, including the Business Combination, only if it has net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding shares voted are voted in favor of the business combination, including the Business Combination. Accordingly, Public Shareholders owning shares sold in Origo’s IPO may exercise their conversion rights and we could still consummate a proposed business combination, including the Business Combination, so long as a majority of shares voted at the meeting are voted in favor of the proposed business combination. This is different than other similarly structured blank check companies where shareholders are offered the right to convert their shares only when they vote against a proposed business combination. This is also different than other similarly structured blank check companies where there is a specific number of shares sold in the offering which must not exercise conversion rights for the company to complete a business combination. This threshold and the ability to seek conversion while voting in favor of a proposed business combination, including the Business Combination, may make it more likely that Origo will consummate an initial business combination, including the Business Combination.

In connection with any meeting held to approve an initial business combination, including the Business Combination, Public Shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 30% of the shares sold in Origo’s IPO.

In connection with any meeting held to approve an initial business combination, including the Business Combination, Origo will offer each Public Shareholder (but not the Current Initial Shareholders) the right to have his, her, or its Origo Shares converted into cash. Notwithstanding the foregoing, a Public Shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” will be restricted from seeking conversion rights with respect to more than 30% of the shares sold in Origo’s IPO. Accordingly, if you hold more than 30% of the shares sold in Origo’s IPO and a proposed business combination, including the Business Combination, is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold such shares following the business combination, including the Business Combination, over 30% or sell them in the open market. Origo cannot assure you that the value of such shares will appreciate over time following a business combination, including the Business Combination, or that the market price of Origo Shares will exceed the per-share conversion price.

Origo may require shareholders who wish to convert their shares in connection with a proposed business combination, including the Business Combination, to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.

In connection with any shareholder meeting called to approve a proposed initial business combination, including the Business Combination, each Public Shareholder will have the right, regardless of whether it is voting for or against such proposed business combination, to demand that Origo convert its shares into a share of the Trust Account. Such conversion will be effectuated under Cayman Islands law as a repurchase of the shares, with the repurchase price to be paid being the applicable pro-rata portion of the monies held in the Trust Account. We may require Public Shareholders who wish to convert their shares in connection with a proposed business combination, including the Business Combination, to either tender their certificates to Origo’s transfer agent at any time prior to the vote taken at the shareholder meeting relating to such business combination, including the Business Combination, or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC System. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Origo’s transfer agent will need to act to facilitate this request. It is Origo’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Origo does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While Origo has been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Accordingly, if it takes longer than Origo anticipates for shareholders to deliver their shares, shareholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares.

Investors may not have sufficient time to comply with the delivery requirements for conversion.

Pursuant to the Memorandum and Articles of Association, Origo is required to give a minimum of only ten days’ notice for each general meeting. As a result, if we require Public Shareholders who wish to convert their public shares into the right to receive a pro rata portion of the funds in the Trust Account to comply with specific delivery requirements for conversion, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may be forced to retain Origo securities when they otherwise would not want to.

If we require Public Shareholders who wish to convert their Origo Shares to comply with the delivery requirements for conversion, such converting shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination, including the Business Combination, is not approved.

If Origo requires Public Shareholders who wish to convert Origo Shares to comply with specific delivery requirements for conversion described above and such proposed business combination, including the Business Combination, is not consummated, Origo will promptly return such certificates to the tendering Public Shareholders. Accordingly, investors who attempted to convert their shares in such a circumstance will be unable to sell their securities after the failed acquisition until Origo has returned their securities to them. The market price for Origo Shares may decline during this time and you may not be able to sell your securities when you wish to, even while other shareholders that did not seek conversion may be able to sell their securities.

The Current Initial Shareholders and former and current officers and directors control a substantial interest in Origo and thus may influence certain actions requiring a shareholder vote.

The Current Initial Shareholders and former and current officers and directors collectively own approximately 44.8% of issued and outstanding Origo Shares. In connection with any vote for a proposed business combination, including the Business Combination, all of Current Initial Shareholders, as well as all of our current and former officers and directors, have agreed to vote the Origo Shares owned by them immediately before Origo’s IPO as well as any Origo Shares acquired in Origo’s IPO or private placement or in the aftermarket in favor of such proposed business combination, including the Business Combination.

Origo’s outstanding rights, warrants and unit purchase options may have an adverse effect on the market price of Origo’s Shares and make it more difficult to effect a business combination, including the Business Combination.

Origo has outstanding rights, warrants and unit purchase options that may result in the issuance of additional securities. Such securities, when exercised, will increase the number of issued and outstanding Origo Shares and reduce the value of the shares issued to complete a business combination. Accordingly, our rights, warrants and unit purchase options may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business, including the Business Combination. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants and unit purchase options could have an adverse effect on the market price for Origo securities or on its ability to obtain future financing. If and to the extent these warrants and options are exercised, you may experience dilution to your holdings.

Origo may redeem the warrants at a time that is not beneficial to public investors.

Origo may call the public warrants for redemption at any time after the redemption criteria described elsewhere have been satisfied. If Origo calls the public warrants for redemption, Public Shareholders may be forced to accept a nominal redemption price or sell or exercise the warrants when they may not wish to do so.

If Origo shareholders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of Origo Shares and the existence of these rights may make it more difficult to effect a business combination, including the Business Combination.

The Current Initial Shareholders are entitled to make a demand that Origo register the resale of their insider shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the purchasers of the Private Units and the Current Initial Shareholders, officers and directors are entitled to demand that Origo register the resale of the Private Units (and the underlying securities) and any securities the Current Initial Shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to Origo at any time after Origo consummates a business combination, including the Business Combination. The presence of these additional securities trading in the public market may have an adverse effect on the market price of Origo securities. In addition, the existence of these rights may make it more difficult to effectuate a business combination, including the Business Combination, or increase the cost of acquiring the target business, as the shareholders of the target business may be discouraged from entering into a business combination, including the Business Combination, with Origo or will request a higher price for their securities because of the potential effect the exercise of such rights may have on the trading market for Origo Shares.

Origo may not seek an opinion from an unaffiliated third party as to the fair market value of the target business it acquires, including the Business Combination, or that the price it is paying for the business, including the Business Combination, is fair to its shareholders from a financial point of view.

Origo is not required to obtain an opinion from an unaffiliated third party that the target business it selects has a fair market value in excess of at least 80% of the balance of the Trust Account unless the Board cannot make such determination on its own. Origo is also not required to obtain an opinion from an unaffiliated third party indicating that the price it is paying is fair to its shareholders from a financial point of view unless the target is affiliated with its officers, directors, Current Initial Shareholders or their affiliates. If no opinions are obtained, Origo’s shareholders will be relying on the judgment of the Board, whose collective experience in business evaluations for blank check companies like Origo is not significant. Furthermore, Origo’s directors may have a conflict of interest in analyzing the transaction due to their personal and financial interests.

Because Origo is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited prior to the Redomestication.

Origo is currently an exempted company incorporated under the laws of the Cayman Islands. Until the Redomestication is effected, its corporate affairs is governed by the Memorandum and Articles of Association, the Companies Law (as the same may be supplemented or amended from time to time) or the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Origo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Origo’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and certain states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

Ogier, our counsel to the laws of Cayman Islands, have advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Ogier, has further advised us that it is uncertain that Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. Ogier has informed us that there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. Furthermore, there is currently no statutory enforcement or treaty between the United States and the Cayman Islands providing for enforcement of judgments. However, a judgment obtained in the United States may be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination on the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) is final; (iii) is not in respect of taxes, a fine or a penalty; and (iv) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands.

As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Board or controlling shareholders than they would as public shareholders of a United States company prior to the Redomestication.

Subsequent to the completion of the Business Combination, Origo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Origo cannot assure you that the due diligence it has conducted on HTH or the High Times Group will surface all material issues that may be present inside HTH or the High Times Group, that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of its control will not later arise. As a result of these factors, Origo may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if Origo’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Origo’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on Origo’s liquidity, the fact that Origo reports charges of this nature could contribute to negative market perceptions about Origo or Origo’s securities. In addition, charges of this nature may cause Origo to violate leverage or other covenants to which it may be subject as a result of assuming pre-existing debt held by HTH or the High Times Group or by virtue of it obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Origo’s officers or directors of a duty of care or other fiduciary duty owed by them to Origo, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Less information is available about HTH and the High Times Group than would be available for a U.S. public company, and HTH and the High Times Group may not be as profitable as Origo suspected, if at all.

The shares of capital stock of HTH are not publicly traded and less public information is available about HTH and the High Times Group than for a public company. HTH and the High Times Group may not be as profitable as Origo suspected, if at all.

Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that Origo evaluates and reports on its system of internal controls and may require Origo to have such system audited by an independent registered public accounting firm. If Origo fails to maintain the adequacy of its internal controls, it could be subject to regulatory scrutiny, civil or criminal penalties and/or shareholder litigation. Any inability to provide reliable financial reports could harm its business. A target may also not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition, including the Business Combination. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over Origo’s financial processes and reporting in the future, could harm its operating results or cause it to fail to meet its reporting obligations. Inferior internal controls could also cause investors to lose confidence in Origo’s reported financial information, which could have a negative effect on the trading price of Origo securities.

Origo is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.

Origo is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Origo will remain an “emerging growth company” for up to five years. However, if its non-convertible debt issued within a three-year period or revenues exceeds $1 billion, or the market value of Origo Shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, it would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, Origo is not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, it has reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, Origo has elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, its financial statements may not be comparable to companies that comply with public company effective dates. Origo cannot predict if investors will find Origo Shares less attractive because it may rely on these provisions. If some investors find Origo Shares less attractive as a result, there may be a less active trading market for Origo Shares and its share price may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Origo has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Origo, as an emerging growth company, will not adopt the new or revised standard until the time private companies are required to adopt the new or revised standard. This may make comparison of Origo’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

Risks Related to the Business Combination

The unaudited pro forma financial information included in the section entitled, “Unaudited Pro Forma Condensed Combined Financial Statements” may not be representative of the Combined Company’s results if the Business Combination is consummated, and accordingly, you will have limited financial information on which to evaluate the financial performance of the Combined Company and your investment decision.

Origo and HTH currently operate as separate companies. Origo has had no prior history as a combined entity and its operations have not previously been managed on a combined basis. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of the Combined Company. The pro forma statement of earnings does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination, and does not consider potential impacts of current market conditions on revenues or expenses. The pro forma financial information included in the section entitled, “Unaudited Pro Forma Condensed Combined Financial Statements” has been derived from Origo’s and HTH’s historical financial statements and certain adjustments and assumptions have been made regarding the combined organization after giving effect to the transaction. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and the Combined Company’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the Combined Company’s financial condition or results of operations following the Closing. Any potential decline in the Combined Company’s financial condition or results of operations may cause significant variations in the stock price of the Combined Company.

Some Origo and HTH officers and directors have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

Certain officers and directors of Origo and HTH participate in arrangements that provide them with interests in the Merger that are different from yours, including, among others, the continued service as an officer or director of the Combined Company, severance benefits, continued indemnification and the potential ability to sell an increased number of shares of common stock of the Combined Company. If the Merger is not consummated and Origo is forced to wind up, dissolve and liquidate in accordance with our charter, the 1,050,000 ordinary shares currently held by Origo’s current management (as transferees from prior management), which were initially acquired prior to Origo’s 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 $11.1 million based on the last sale price of $10.60 per share on Nasdaq on December 26, 2017. In addition, Origo’s current management has loaned approximately $1.9 million to the Company. If the Merger is not consummated and Origo is forced to wind up, dissolve and liquidate in accordance with our charter, Origo’s current management may not be able to recover the value of such loans. If the Merger is consummated, Origo’s current management will receive approximately $13.2 million in value from the Merger. Accordingly, Origo’s current executive officers and directors, have interests that may be different from, or in addition to, your interests as a shareholder.

In addition, upon the Closing, the Successor will enter into the Consulting Services Agreement with Oreva, pursuant to which the Oreva is to perform certain services for the Successor, including administrative services, dealing with investment bankers, investor relations consultants and other members of the investment community (as authorized from time to time by the board of directors of the Successor), and assisting in connection with proposed acquisitions, dispositions and financings. In consideration for such services, the Successor will pay Oreva a monthly consulting fee of $35,000. Commencing in 2018, Oreva may elect to have all or any portion of the consulting fee deferred and paid in shares of the Successor’s common stock, at a per share price equal to 100% of the closing price of the stock of the Successor. Adam Levin, the Chief Executive Officer and a director of HTH, is Managing Director of Oreva Capital Corp.

These interests, among others, may influence the officers and directors of Origo and HTH to support or approve the merger. For more information concerning the interests of Origo and HTH executive officers and directors, see the sections entitled, “The Business Combination Proposal—Interests of Origo’s Directors and Officers and Others in the Business Combination” and “The Business Combination Proposal — Interests of HTH Directors and Executive Officers in the Merger” in this proxy statement/prospectus.

The market price of the Successor’s common stock may decline as a result of the Business Combination.

The market price of the Successor’s common stock may decline as a result of the merger for a number of reasons including if:

●

investors react negatively to the prospects of the Combined Company’s business and the prospects of the Merger;

●

the effect of the Merger on the Combined Company’s business and prospects is not consistent with the expectations of financial or industry analysts; or

●

the Combined Company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts.

Origo and HTH shareholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Business Combination.

If the Combined Company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, Origo and HTH shareholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

During the pendency of the Business Combination, Origo and HTH may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect their respective businesses. Furthermore, certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

Covenants in the Merger Agreement impede the ability of Origo and HTH to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Merger. As a result, if the Merger is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s shareholders.

Because the lack of a public market for HTH securities makes it difficult to evaluate the fairness of the Business Combination, the shareholders of HTH may receive consideration in the Merger that is greater than the fair market value of the HTH securities.

HTH was established in December 2016 for the purchase of acquiring the capital stock of THC and its consolidated subsidiaries. The outstanding capital stock of HTH is privately held and is not traded in any public market. The lack of a public market makes it extremely difficult to determine the fair market value of HTH. Because the percentage of Origo equity to be issued to HTH security holders was determined based on negotiations between the parties, it is possible that Origo may pay more than the aggregate fair market value for HTH. In this regard, we note that the current stockholders of HTH acquired a 60% interest in the business now conducted by HTH in a transaction which valued the business at $70 million consisting of $41.2 million in cash, $30.0 million in Purchase Notes and the issuance of 40% of the outstanding shares of Class A Common Stock of HTH to the former stockholder of THC. In connection with the Business Combination, the business of HTH has been valued by Origo at $250 million.

If the conditions to the Merger are not met, the Business Combination will not occur.

Even if the Merger is approved by the shareholders of Origo and HTH, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Merger Agreement. Origo and HTH cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination will not occur or will be delayed, and Origo and HTH each may lose some or all of the intended benefits of the Business Combination.

There is a risk that a U.S. Holder may recognize taxable gain with respect to its Origo Shares at the effective time of the Redomestication.

The Redomestication should qualify as a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. However, due to the absence of guidance directly on how the provisions of Section 368(a) apply in the case of a statutory conversion of a corporation with no active business and only investment-type assets such as Origo, this result is subject to some uncertainty. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. If the Redomestication should fail to qualify as a reorganization under Section 368(a), a U.S. Holder (as that term is defined in the section entitled, “The Redomestication Proposal—Material U.S. Federal Income Tax Consequences of the Redomestication to Origo Shareholders” of Origo Shares generally would recognize a gain or loss with respect to its Origo Shares in an amount equal to the difference, if any, between the fair market value of the corresponding common stock of the Nevada corporation received in the Redomestication and the U.S. Holder’s adjusted tax basis in its Origo Shares surrendered in exchange therefor.

Furthermore, even if the Redomestication qualifies as a reorganization under Section 368(a) of the Code, a U.S. Holder of Origo Shares may still recognize gain (but not loss) upon the exchange of its Origo Shares for the common stock of the Nevada corporation pursuant to the Redomestication under the “passive foreign investment company,” or PFIC, rules of the Code equal to the excess, if any, of the fair market value of the common stock of the Nevada corporation received in the Redomestication and the U.S. Holder’s adjusted tax basis in the corresponding Origo Shares surrendered in exchange therefor. In such event, the U.S. Holder’s aggregate tax basis in the common stock of the Nevada corporation received in connection with the Redomestication should be the same as the aggregate tax basis of Origo Shares surrendered in the transaction, increased by any amount included in the income of such U.S. Holder under the PFIC rules. See the discussion in the section entitled, “The Redomestication Proposal—Material U.S. Federal Income Tax Consequences of the Redomestication to Origo Shareholders—PFIC Considerations.”

Following the consummation of the Business Combination, our only significant asset will be ownership of 100% of the High Times Group and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on the Successor’s common stock.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than the ownership of 100% of the High Time Group. We will depend on the High Time Group for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, and to pay any dividends with respect to the Successor’s common stock. The earnings from, or other available assets of, the High Time Group may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on the Successor’s common stock or satisfy its other financial obligations.

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendations regarding the Successor’s common stock adversely, the price and trading volume of the Successor’s common stock could decline.

The trading market for the Successor’s common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on HTH or the Combined Company. If no securities or industry analysts commence coverage of the Combined Company, the Successor’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Combined Company change their recommendation regarding the Successor’s stock adversely, or provide more favorable relative recommendations about our competitors, the price of the Successor’s common stock would likely decline. If any analyst who may cover HTH were to cease coverage of the Combined Company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause the Successor’s stock price or trading volume to decline.

If Origo’s management following the Business Combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following the Business Combination, majority of Origo’s management team will resign from their positions as officers or directors of the Combined Company, and the management of HTH at the time of the Business Combination will remain in place. Management of HTH may not be fully familiar with U.S. securities laws. If new management is unfamiliar with such laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues, which may adversely impact the Combined Company’s operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Origo believes that some of the information in this proxy statement/prospectus constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, because Origo is a “blank check” company, the safe-harbor provisions of that act do not apply to statements made in this proxy statement/prospectus. You can identify these statements by forward-looking words such as “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) that are intended to identify forward-looking statements. 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.

Origo believes it is important to communicate its expectations to its shareholders. However, there may be events in the future that Origo is not able to predict accurately or over which it has no control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Origo or HTH in such forward-looking statements, including among other things:

●

the number and percentage of its shareholders voting against the Business Combination Proposal;

●

the number and percentage of its shareholders seeking Redemption;

●

changes adversely affecting the business in which HTH is engaged and the cannabis industry;

●

management of growth;

●

general economic conditions;

●

HTH’s business strategy and plans;

●

the result of future financing efforts.

●

the inability to complete the transactions contemplated by the proposed Business Combination;

●

the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemptions by Origo shareholders;

●

the amount of cash available following any Redemptions;

●

the nature of the High Times Group’s business in the regulated cannabis industry and the effects of enforcement of federal and state laws relating to cannabis;

●

the ability to meet the listing standards of a national securities exchange following the consummation of the transactions contemplated by the proposed Business Combination;

●

costs related to the proposed Business Combination;

●

HTH’s ability to execute on its plans to grow its business and the timing of such plans and related initiatives;

●

HTH’s estimates of the size of the markets for its products and services;

●

the rate and degree of market acceptance of HTH’s products and services; the success of other competing companies; and

●

general economic and market conditions impacting demand for HTH’s products and services.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

All forward-looking statements included herein attributable to any of Origo, HTH or any person acting on either party’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 and HTH undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

Before a shareholder grants its proxy or instructs how its vote should be cast or vote on the Business Combination Proposal or any of the other proposals, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Origo and/or HTH.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF HTH

The following table sets forth selected historical financial information derived from HTH’s unaudited condensed consolidated financial statements for the nine months ended September 30, 2017 and audited financial statements for the year ended December 31, 2016 and 2015, which are included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with HTH’s consolidated financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HTH” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of HTH, Origo or the Combined Company.

Selected Financial Information

	For the nine months ended September 30,						For the years ended December 31,
(in thousands except share amounts)	2017			2016			2016			2015
Income Statement Data:
Net revenue	$	12,460		$	12,395		$	14,608		$	18,101
Cost of revenue		8,664			7,707			7,796			5,856
Gross Profit		3,796			4,688			6,812			12,245
Loss from operations		(9,394	)⁽¹⁾		2,845			(2,806	)		(408	)
Other income (expense)		(6,561	)		149			(120	)		165
Net Loss		(15,955	)⁽¹⁾		(2,705	)		(2,926	)		(287	)

	September 30,						December 31,
	2017			2016			2016			2015
Balance Sheet Data:
Total assets		3,547			3,247			3,401			1,907
Total liabilities		22,752	⁽²⁾		5,961			6,336			2,023
Common stock issued		9,865,000			9,865,000			9,865,000			9,865,000
Total stockholders' deficit		(43,213	)⁽²⁾		(2,714	)		(2,935	)		(116	)

(1)

Includes approximately $6,900,000 of non-recurring stock compensation expense relating to HTH stock issuances between December 2016 and February 2017.

(2)

Includes $30,000,000 of Seller Purchase Notes payable to the former stockholders of THC that will automatically convert into OAC Shares upon consummation of the Merger.

SELECTED HISTORICAL FINANCIAL INFORMATION OF ORIGO

The following table sets forth selected historical financial information derived from Origo’s unaudited financial statements for the nine months ended August 31, 2017 and 2016, and from the audited financial statements for the years ended November 30, 2016 and 2015.

The historical results of Origo included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of Origo. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Origo” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

Selected Financial Information

	For the nine months ended August 31,						For the years ended November 30,
	2017			2016			2016			2015
	(Unaudited)
Income Statement Data:
Net revenue	$	-		$	-		$	-		$	-
Other income		102,985			110,421			126,098			28,844
Net loss		(465,007	)		(371,453	)		(716,193	)		(383,965	)
Basic and diluted net loss per share		(0.23	)		(0.20	)		(0.38	)		(0.21	)
Weighted average shares outstanding, basic and diluted		1,990,016			1,856,926			1,873,871			1,786,682

	August 31,						November 30,
	2017			2016			2016			2015
Balance Sheet Data:
Total assets		21,188,779			33,097,901			32,836,965			42,937,364
Total liabilities		2,481,341			1,402,631			1,486,435			289,495
Common stock subject to possible redemption		13,707,427			26,695,268			26,350,521			37,647,868
Total stockholders' equity		5,000,011			5,000,002			5,000,009			5,000,001

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

On July 24, 2017, Origo Acquisition Corporation, a Cayman Islands company (including the Successor (as defined below), “Origo”), entered into a Merger Agreement (the “Merger Agreement”) with Hightimes Holding Corp., a Delaware corporation (“HTH”), HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly - owned subsidiary of Origo (“Merger Sub”), and Jose Aldeanueva, in the capacity as the representative for the shareholders of Origo (other than HTH stockholders) (the “Origo Representative”). 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.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement, filed as Exhibit 2.1 to Origo’s Current Report on Form 8-K, filed July 27, 2017.

On September 27, 2017, Origo HTH, Merger Sub and the Origo Representative executed a First Amendment to the Merger Agreement (the “First Amendment”) to amend and restate certain terms and provision of the Merger Agreement.

On September 11, 2017, the Company held the September Meeting to extend the Liquidation Date from September 12, 2017 to March 12, 2018. At the September Meeting, shareholders holding 343,806 Public Shares exercised their right to convert such shares into a pro rata portion of the funds in the Trust Account. As a result, an aggregate of approximately $3.7 million (or approximately $10.65 per share) was removed from the Trust Account in September 2017 to pay such shareholders.

Because HTH was deemed the accounting acquirer under accounting principles generally accepted in the United States, the historical financial statements of HTH will be treated as the historical financial statements of the combined company and will be reflected in the post-Merger Company’s future quarterly and annual reports.

The following unaudited pro forma combined financial statements are based on Origo’s historical financial statements and HTH’s historical consolidated financial statements as adjusted to give effect to HTH’s acquisition of Origo. The unaudited pro forma combined statements of operations for the nine months ended September 30, 2017 and the year ended December 31, 2016 give effect to these transactions as if they had occurred on January 1, 2016. The unaudited pro forma combined balance sheet as of September 30, 2017 gives effect to these transactions as if they had occurred on September 30, 2017. Subsequent to the Merger, the combined company will have a calendar year end.

Origo’s pro-forma statement of operations for the nine months ended August 31, 2017 was derived from amounts in the Origo 10-Q for the nine months ended August 31, 2017.

The assumptions and estimates underlying the unaudited adjustments to the pro forma combined financial statements are described in the accompanying notes, which should be read together with the pro forma combined financial statements.

In the merger, the common stockholders of HTH, on a fully-diluted basis, will receive in the aggregate 23,474,178 common shares of Origo at the closing of the merger. As a result of the merger, assuming that no shareholders of Origo elect to convert their shares into cash, the common stockholders of HTH, will own approximately 87% (of which 52.2% will be held by HTH insider shareholders and 34.8% held by non-insiders) of the Origo common shares to be outstanding immediately after the merger, and the other Origo stockholders will own approximately 13% of Origo’s outstanding common shares, based on the number of HTH common shares outstanding as of September 30, 2017. If 518,479 of the public shares are converted into cash assuming maximum conversions under Origo’s charter, the common stockholders of HTH will own approximately 89% and the other Origo shareholders will own approximately 11% of the Origo common shares to be outstanding immediately after the merger.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the merger, are factually supportable and are expected to have a continuing impact on the combined results. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the merger.

The unaudited pro forma combined financial statements should be read together with Origo’s and HTH’s historical financial statements, which historical information is included herein.

Pro Forma Combined Balance Sheet as of September 30, 2017

	HTH (1)			Origo (2)			Pro Forma Combined			Pro Forma Adjustments Assuming no Exercise of Conversion			Pro Forma Balance Sheet Assuming no Exercise of Conversion			Pro Forma Adjustments Assuming Maximum Conversions under Origo Charter			Pro Forma Balance Sheet Assuming Maximum Conversions under Origo Charter

ASSETS
Current assets
Cash and cash equivalents	$	94,000			860			94,860			21,163,824	(3)		10,615,809			(5,521,800	)(9)		5,094,009
											(3,481,341	)(4)
											(3,500,000	)(10)
											(3,661,534	)(11)
Investments		1,000,000						1,000,000						1,000,000						1,000,000
Accounts receivable, net		654,000			-			654,000			-			654,000			-			654,000
Prepaid expense and other current assets		591,000			24,095			615,095			-			615,095			-			615,095
Total current assets		2,339,000			24,955			2,363,955			10,520,949			12,884,904			(5,521,800	)		7,363,104

Fixed assets		728,000			-			728,000			-			728,000			-			728,000
Other assets		480,000			-			480,000			-			480,000			-			480,000
Cash and marketable securities held in Trust Account		-			21,163,824			21,163,824			(21,163,824	)(3)		-			-			-
Total assets		3,547,000			21,188,779			24,735,779			(10,642,875	)		14,092,904			(5,521,800	)		8,571,104

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	3,083,000			276,626			3,359,626			(276,626	)(4)		3,083,000			-			3,083,000
Deferred revenue		2,062,000			-			2,062,000			-			2,062,000			-			2,062,000
Revolving line of credit, net of discount		7,900,000			-			7,900,000			-			7,900,000			-			7,900,000
Derivative liability		2,982,000			-			2,982,000			-			2,982,000			-			2,982,000
Notes and accounts payable and accrrued interest - related parties		6,700,000			2,204,715			8,904,715			(2,204,715	)(4)		700,000			-			700,000
											(6,000,000	)(5)
Capitalized lease obligations - current		25,000			-			25,000			-			25,000			-			25,000
Total current liabilities		22,752,000			2,481,341			25,233,341			(8,481,341	)		16,752,000			-			16,752,000
Capitalized lease obligations - long-term		8,000			-			8,000			-			8,000			-			8,000
Convertible share purchase notes - related party		24,000,000			-			24,000,000			(24,000,000	)(5)		-			-			-
Total long-term liabilities		24,008,000			-			24,008,000			(24,000,000	)		8,000			-			8,000
Total liabilities		46,760,000			2,481,341			49,241,341			(32,481,341	)		16,760,000			-			16,760,000

Commitments and contingencies
Ordinary shares subject to possible conversion		-			13,707,427			13,707,427			(13,707,427	)(6)		-			-			-
Stockholders' equity
Convertible Preferred stock		-			-			-			-			-			-			-
Common Stock, $0.001 par value		1,000			204			1,204			25,751	(7)		26,955			(518	)(9)		26,437

Additional paid-in-capital		-			6,573,532			6,573,532			28,500,000	(5)		44,019,949			518	(9)		38,498,667
											13,707,427	(6)					(5,521,800	)(9)
											(25,751	)(7)
											500,000	(4)
											(1,573,725	)(8)
											(3,661,534	)(11)
Stock subscriptions receivable		-			-			-			-			-			-			-
Accumulated deficit		(43,214,000	)		(1,573,725	)		(44,787,725	)		1,573,725	(8)		(46,714,000	)		-			(46,714,000	)
											(3,500,000	)(10)
Total stockholders' equity (deficit)		(43,213,000	)		5,000,011			(38,212,989	)		35,545,893			(2,667,096	)		(5,521,800	)		(8,188,896	)
Total liabilities and stockholders' equity	$	3,547,000			21,188,779			24,735,779			(10,642,875	)		14,092,904			(5,521,800	)		8,571,104

Adjustments to the Pro Forma Unaudited Combined Balance Sheet as of September 30, 2017:

(1) Derived from unaudited Consolidated Balance Sheet as of September 30, 2017.

(2) Derived from unaudited Balance Sheet as of August 31, 2017.

(3) To liquidate investments held in trust by Origo.

(4) To reflect the payment of Origo's accounts payable and accrued expenses, accounts payable - related party and notes payable -related parties. The pro-formas assume that $175,000 of this balance due to Origo management will be converted, at the holders’ option, into 17,500 Units or 19,250 common shares and $325,000 due to Fortress Bio will be converted into 32,250 units or 35,750 common shares.

(5) To reflect the assumed conversion, at a $10.75 conversion price, of an aggregate of approximately $28.5 million of Purchase notes into 2,645,012 Origo common shares. In addition, the pro formas assume the pay-off of Purchase Notes of $1.5 million prior to the Merger.

(6) Assuming no Origo shareholders exercise their conversion rights into cash, the Common Shares Subject to Redemption amounting to $13.7 million would be transferred into permanent equity.

(7) To reflect the recapitalization of Origo through the net issuance of Origo common stock in connection with the merger consisting of the issuance of 23,474,178 common shares to shareholders of Origo.

(8) To eliminate the historical accumulated deficit of Origo of $1.6 million, the accounting acquiree.

(9) To reflect the use of cash and the corresponding reduction in common stock and additional paid-in capital in connection with the cancellation of common shares held by Origo shareholders exercising conversion rights. This assumes that 518,479 of the public shares are converted into cash assuming maximum conversions under the Origo Charter.

(10) To reflect the payment of transaction costs associated with the Merger.

(11) To reflect the redemption of 343,806 Public Shares for approximately $3.7 million (or approximately $10.65 per share) in September 2017.

Pro Forma Combined Statement of Operations - Nine Months Ended September 30, 2017

	HTH (1)			Origo (2)			Pro Forma Combined			Pro Forma Adjustments Assuming no Exercise of Conversion		Pro Forma Assuming no Exercise of Conversion			Pro Forma Adjustments Assuming Maximum Conversions under Origo Charter			Pro Forma Assuming Maximum Conversions under Origo Charter

Total revenue	$	12,463,000			-			12,463,000			-		12,463,000			-			12,463,000
Cost of goods sold		8,667,000			-			8,667,000			-		8,667,000			-			8,667,000
Gross profit		3,796,000			-			3,796,000			-		3,796,000			-			3,796,000

Costs and Expenses:
Operating costs	$	13,190,000			480,657			13,670,657			-		13,670,657			-			13,670,657
Operating costs - related party		-			-			-			-		-			-			-
		13,190,000			480,657			13,670,657			-		13,670,657			-			13,670,657

Operating Income (Loss)		(9,394,000	)		(480,657	)		(9,874,657	)		-		(9,874,657	)		-			(9,874,657	)

Other expenses (income):
Interest expense (income)		3,185,000			(15,650	)		3,169,350			-		3,169,350			-			3,169,350
Change in fair value in derivative		2,411,000			-			2,411,000			-		2,411,000			-			2,411,000
Finance charges		982,000			-			982,000			-		982,000			-			982,000
Other income		(17,000	)		-			(17,000	)		-		(17,000	)		-			(17,000	)
Total other expense (income), net		6,561,000			(15,650	)		6,545,350			-		6,545,350			-			6,545,350

Loss before income taxes		(15,955,000	)		(465,007	)		(16,420,007	)		-		(16,420,007	)		-			(16,420,007	)
Income tax benefit		-			-			-			-		-			-			-
Net loss		(15,955,000	)		(465,007	)		(16,420,007	)		-		(16,420,007	)		-			(16,420,007	)
Deemed dividend on repurchase of THC shares		(24,231,000	)		-			(24,231,000	)		-		(24,231,000	)		-			(24,231,000	)
Loss attributable to common shareholders	$	(40,186,000	)		(465,007	)		(40,651,007	)		-		(40,651,007	)		-			(40,651,007	)

Net income (loss) per common share:
Basic
Net loss				$	(0.23	)							(0.61	)					(0.62	)
Deemed dividend on repurchase of THC shares					-								(0.90	)					(0.92	)
Loss attributable to common shareholders				$	(0.23	)							(1.51	)					(1.54	)
Diluted
Net loss				$	(0.23	)							(0.61	)					(0.62	)
Deemed dividend on repurchase of THC shares					-								(0.90	)					(0.92	)
Loss attributable to common shareholders				$	(0.23	)							(1.51	)					(1.54	)

Weighted average common shares outstanding (5):
Basic					1,990,016						24,965,393		26,955,409			(518,479	)		26,436,930
Diluted					1,990,016						24,965,393		26,955,409			(518,479	)		26,436,930

Pro Forma Combined Statement of Operations - Year Ended December 31, 2016

	HTH (3)			Origo (4)			Pro Forma Combined			Pro Forma Adjustments Assuming no Exercise of Conversion		Pro Forma Assuming no Exercise of Conversion			Pro Forma Adjustments Assuming Maximum Conversions under Origo Charter			Pro Forma Assuming Maximum Conversions under Origo Charter

Total revenue	$	14,608,000						14,608,000			-		14,608,000			-			14,608,000
Cost of goods sold		7,796,000						7,796,000			-		7,796,000			-			7,796,000
Gross profit		6,812,000			-			6,812,000			-		6,812,000			-			6,812,000

Costs and expenses:
Operating costs		9,618,000			782,291			10,400,291			-		10,400,291			-			10,400,291
Operating costs - related party		-			60,000			60,000			-		60,000			-			60,000
		9,618,000			842,291			10,460,291			-		10,460,291			-			10,460,291

Operating income (loss)		(2,806,000	)		(842,291	)		(3,648,291	)		-		(3,648,291	)		-			(3,648,291	)

Other expenses (income):
Interest expense (income)		126,000			(126,098	)		(98	)		-		(98	)		-			(98	)
Other income		(6,000	)		-			(6,000	)		-		(6,000	)		-			(6,000	)
Total other expense (income), net		120,000			(126,098	)		(6,098	)		-		(6,098	)		-			(6,098	)

Loss before income taxes		(2,926,000	)		(716,193	)		(3,642,193	)		-		(3,642,193	)		-			(3,642,193	)
Income tax benefit		-			-			-			-		-			-			-
Net loss	$	(2,926,000	)		(716,193	)		(3,642,193	)		-		(3,642,193	)		-			(3,642,193	)

Net income (loss) per common share:
Basic				$	(0.38	)							(0.14	)					(0.14	)
Diluted				$	(0.38	)							(0.14	)					(0.14	)

Weighted average common shares outstanding (5):
Basic					1,873,871						25,081,538		26,955,409			(518,479	)		26,436,930
Diluted					1,873,871						25,081,538		26,955,409			(518,479	)		26,436,930

Pro Forma Adjustments to the Unaudited Combined Income Statement:

(1) Derived from unaudited Consolidated Statement of Operations for the nine months ended September 30, 2017

(2) Derived from unaudited Statement of Operations for the nine months ended August 31, 2017.

(3) Derived from audited Consolidated Statement of Operations for the year ended December 31, 2016.

(4) Derived from audited Statement of Operations for the year ended November 30, 2016.

(5) Weighted average common shares outstanding — basic and diluted is adjusted to reflect the following:

	Combined (Assuming No Conversions)		Combined (Assuming Maximum Conversions under Origo Charter)

Nine Months Ended September 30, 2017
Origo public shares electing cash conversion		-		(518,479	)
Origo shareholders		3,481,231		3,481,231
Shares outstanding		3,481,231		2,962,752

Weighted average share calculation, basic and diluted
HTH shareholders		23,474,178		23,474,178
Origo shareholders		3,481,231		2,962,752
Weighted average shares, basic and diluted		26,955,409		26,436,930

Year Ended December 31, 2016
Origo public shares electing cash conversion		-		(518,479	)
Origo shareholders		3,481,231		3,481,231
Shares outstanding		3,481,231		2,962,752

Weighted average share calculation, basic and diluted
HTH shareholders		23,474,178		23,474,178
Origo shareholders		3,481,231		2,962,752
Weighted average shares, basic and diluted		26,955,409		26,436,930

EXTRAORDINARY GENERAL MEETING OF ORIGO SHAREHOLDERS

General

Origo is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the Board for use at the Special Meeting of Origo shareholders to be held on __________, 2018 and at any adjournment or postponement thereof. This proxy statement/prospectus provides Origo’s shareholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting of Origo shareholders will be held on ____________, 2018, at __________ a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

Purpose of the Origo Special Meeting

At the Special Meeting, Origo is asking holders of its ordinary shares:

●

To consider and vote upon the Redomestication Proposal. The form of the Articles of Domestication, which includes the proposed Nevada Articles of Incorporation and the Bylaws, each of which will become effective upon the Redomestication, are attached to this proxy statement/prospectus as Annexes A and B.

●

To consider and vote upon a proposal to adopt and approve the Merger Agreement, dated as of July 24, 2017, by and among Origo, the Merger Sub, HTH, and Jose Aldeanueva, in the capacity as the Representative, and to approve the Business Combination. Pursuant to the Merger Agreement, Merger Sub will merge with and into HTH, with HTH continuing as the surviving entity of the Merger and becoming a wholly owned subsidiary of the Successor. A copies of the Merger Agreement and certain other agreements to be entered into pursuant to the Merger Agreement are attached to this proxy statement/prospectus as Annex C.

●

To consider and vote upon the approval of the 2018 Equity Incentive Plan Proposal. A copy of the 2018 Equity Incentive Plan is attached to this proxy statement/prospectus as Annex D.; and

●

To consider and vote upon the Adjournment Proposal.

Recommendation of Origo Board of Directors

The Board has unanimously determined that each of the proposals is fair to and in the best interests of Origo and its shareholders, and has unanimously approved such proposals. The Board unanimously recommends that shareholders:

●

vote “FOR” the Redomestication Proposal

●

vote “FOR” the Business Combination Proposal

●

vote “FOR” the 2018 Equity Incentive Plan Proposal; and

●

vote “FOR” the Adjournment Proposal, if it is presented to the meeting.

Record Date; Who is Entitled to Vote

Origo has fixed the close of business on _____________, 2018, as the Record Date for determining Origo shareholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on ________, 2018, there were _________ Origo Shares outstanding and entitled to vote. Each Origo Share is entitled to one vote per share at the Special Meeting.

Pursuant to agreements with Origo, 1,050,000 Initial Shares and 286,000 Origo Private Shares included in the Origo Private Units held by the Current Initial Shareholders will be voted in favor of the Business Combination Proposal.

Quorum and Vote of Origo Shareholders

A quorum of shareholders is necessary to transact business at a general 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 Origo Shares constitutes a quorum. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

The proposals presented at the Special Meeting will require the following votes:

●

Pursuant to Origo’s Memorandum and Articles of Association, the approval of the Business Combination Proposal and the 2018 Equity Incentive Plan Proposal will require the affirmative vote of the majority of outstanding Origo Shares who attend and vote at the Special Meeting. Pursuant to Origo’s Memorandum and Articles of Association, the approval of the Redomestication Proposal will require the affirmative vote of two-thirds of outstanding Origo Shares who attend and vote at the Special Meeting. In addition, the Business Combination will not be consummated if Origo and HTH do not have combined net tangible assets of at least US$5,000,001 upon such consummation, after giving effect to payments to Public Shareholders who exercise their Redemption Rights and after payment of all transaction and other expenses payable by Origo. Origo estimates that this condition will be met if holders of no more than 1,003,130 of the Public Shares (representing approximately 29% of the Public Shares) properly demand Redemption of their shares into cash.

●

The approval by ordinary resolution of the Adjournment Proposal (if presented) will require the affirmative vote of the holders of a majority of the Origo Shares entitled to vote and voting in person or by proxy on such proposal at the Special Meeting.

Please note that holders of the Public Shares cannot seek Redemption of their shares unless they affirmatively vote for or against the Business Combination Proposal.

The Current Initial Shareholders, Fortress Biotech, Inc. (“Fortress”), formerly known as Coronado Biosciences, Inc. (“CBI”), an affiliate of the Company’s former executive officers and EarlyBirdCapital, Inc. (“EBC”) hold approximately 9.6% of the Origo Shares outstanding. Such shares will be voted in favor of the Business Combination Proposal, the Redomestication Proposal, the 2018 Equity Incentive Plan Proposal and the Adjournment Proposal (if presented).

Abstentions and Broker Non-Votes

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Business Combination Proposal, the Redomestication Proposal, the 2018 Equity Incentive Plan Proposal or the Adjournment Proposal (if presented). Accordingly, a failure to vote by proxy or to vote in person or an abstention from voting with regard to Business Combination Proposal, the Redomestication Proposal or the 2018 Equity Incentive Plan Proposal will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Redomestication Proposal or the 2018 Equity Incentive Plan Proposal.

Voting Your Shares

Each Origo Share that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your Origo Shares at the Special Meeting:

●

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Origo’s Board “FOR” the Business Combination Proposal and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

●

You Can Attend the Special Meeting and Vote in Person. When you arrive, you will receive a ballot that you may use to cast your vote.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Origo can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

●

you may send another proxy card with a later date;

●

you may notify Origo’s secretary in writing before the Special Meeting that you have revoked your proxy; or

●

you may attend the Special Meeting, revoke your proxy, and vote in person as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Origo Shares, you may call Advantage Proxy, Inc., Origo’s proxy solicitor, at (877) 870-8565 (toll free); (206) 870-8565 (collect) or email Karen Smith at Advantage Proxy at ksmith@advantageproxy.com.

Redemption Rights

Public Shareholders may seek to convert their shares, regardless of whether they vote for or against the Business Combination. All Redemptions will be effectuated as repurchases under Cayman Islands law. Any Public Shareholder who affirmatively votes either for or against the Business Combination Proposal will have the right to demand that his/her shares be converted for a full pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid (which Origo expects will be approximately $21.1 million, or approximately US$10.80 per share, at the consummation of the Business Combination). A Public Shareholder will be entitled to receive cash for these shares only if the Business Combination is consummated.

Notwithstanding the foregoing, an Public Shareholder, together with any affiliate of his/her or any other person with whom he/she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking Redemption Rights with respect to 30% or more of Origo Shares. Accordingly, all shares in excess of 30% held by a shareholder will not be converted to cash.

The Current Initial Shareholders will not have Redemption Rights with respect to any Origo Shares owned by them, directly or indirectly. EBC and Fortress will not have Redemption Rights with respect to the Origo Private Shares.

Origo shareholders who seek to convert their Public Shares must:

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Affirmatively vote for or against the Business Combination Proposal. Origo shareholders who do not vote with respect to the Business Combination Proposal, including as a result of an abstention or a broker non-vote, may not convert their shares into cash.

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Demand Redemption no later than the close of the vote on the Business Combination Proposal by (A) either checking the box on their proxy card or submitting their request in writing to Origo’s transfer agent and (B) delivering their ordinary shares, either physically or electronically using The Depository Trust Company’s DWAC System, at the holder’s option, to Origo’s transfer agent prior to the vote at the meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this 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 US$45 and it would be up to the broker whether or not to pass this cost on to the converting shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any demand to convert such shares once made may be withdrawn at any time up to the vote on the proposed Business Combination. Furthermore, if a Public Shareholder demands Redemption of such shares and subsequently decides prior to the applicable date not to elect to exercise such rights, he may simply request that the transfer agent return the shares (physically or electronically).

A Public Shareholder will be entitled to receive cash for these shares only if the shareholder properly demands Redemption as described above and the Business Combination is consummated. If a Public Shareholder properly seeks Redemption and the Business Combination is consummated, Origo will convert these shares for cash and the holder will no longer own these shares following the Business Combination. If the Business Combination is not consummated for any reason, then the Public Shareholders who exercised their Redemption Rights will not be entitled to receive cash for their shares. In such case, Origo will promptly return any shares delivered by the Public Shareholders. Origo and HTH will not consummate the Business Combination if at Closing and after payment of all transaction and other expenses payable by Origo and payments for Redemptions, Origo does not have net tangible assets of at least $5,000,001, such net tangible assets test to include the net tangible assets of HTH. Origo estimates that this condition will not be met if holders of more than 1,003,130 of the Public Shares (representing approximately 29% of the Public Shares) properly demand Redemption of their shares into cash.

The closing price of Origo Shares on November 8, 2017 was US$10.70. The cash held in the Trust Account on such date was approximately US$7.11 per Public Share. Prior to exercising Redemption Rights, shareholders should verify the market price of Origo Shares as they may receive higher proceeds from the sale of their shares in the public market than from exercising their Redemption Rights if the market price per share is higher than the Redemption price. Origo cannot assure its shareholders that they will be able to sell their Origo Shares in the open market, even if the market price per share is higher than the Redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares. A Public Shareholder who voted either for or against the Business Combination shall be entitled to receive a full pro rata portion of the Trust Account, less any amounts necessary to pay Origo’s taxes.

Appraisal Rights

Origo’s shareholders do not have appraisal rights under the Companies Law in connection with the Business Combination or the other Proposals.

Proxy Solicitation

Origo is soliciting proxies on behalf of Board. This solicitation is being made by mail but also may be made by telephone or in person. Origo and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Origo will bear all of the costs of the solicitation, which Origo estimates will be approximately US$8,500 in the aggregate. Origo has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies.

Origo will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Origo will reimburse them for their reasonable expenses.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled, “—Revoking Your Proxy.”

THE REDOMESTICATION PROPOSAL

Summary of the Proposal

General

Origo is proposing to change its corporate structure and domicile from an exempted company organized under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Nevada (the “Redomestication”). The primary reasons for the Redomestication is to align Origo’s legal structure with its principal United States businesses following the Business Combination, to make it easier, less costly and time consuming for Origo to obtain shareholder approval and to enhance shareholder participation in matters that require their approval. The Redomestication will be effected by Origo filing Articles of Domestication with the Nevada Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Redomestication, Origo will change its corporate name to “High Times Media Corporation” and all outstanding securities of Origo will be deemed to constitute outstanding securities of the continuing Nevada corporation. The Redomestication is expected to become effective immediately prior to the consummation of the Business Combination. The Articles of Domestication, which includes the proposed Nevada Articles of Incorporation (the “Nevada Redomestication Documents”), and the Bylaws, each of which will become effective upon the Redomestication, are attached to this proxy statement/prospectus as Annexes A and B.

Immediately before the effective time of the Merger, the separate existence of Origo will cease as a Cayman Islands exempted company and Origo will become and continue as a Nevada corporation. Origo’s Memorandum and Articles of Association will be replaced by the Nevada Articles of Incorporation and Bylaws, and your rights as a shareholder will cease to be governed by Cayman Islands law and will be governed by Nevada law.

Change of Origo’s Corporate Name

Upon the effectiveness of the Redomestication, the corporate name of Origo will change to “High Times Media Corporation.” For the purposes of this proxy statement/prospectus, we refer to the corporation following the Redomestication as the “Successor.”

Reasons for the Redomestication

The Board believes that it would be in the best interests of the shareholders of Origo, immediately before the consummation of the Business Combination, to effect the Redomestication in order to align the legal structure of Origo with the nature of Origo’s business going forward. Because HTH is and will continue to operate as a corporation organized in the United States, it was the view of the Board that Origo should also be structured as a corporation organized in the United States.

In addition, the Board believes that the Redomestication will provide a greater measure of flexibility and simplicity in corporate transactions and will reduce the costs of doing business. In addition, the Board believes Nevada provides a recognized body of corporate law that will facilitate corporate governance by our officers and directors. Nevada maintains a favorable legal and regulatory environment in which to operate and is the state in which a substantial number of smaller reporting companies are incorporated today. For many years, Nevada has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are periodically updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Nevada as their domicile or have subsequently reincorporated in Nevada in a manner similar to the procedures Origo is proposing. Due to Nevada’s longstanding policy of encouraging incorporation in that state, and consequently its popularity as the state of incorporation for many smaller reporting companies, the Nevada courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the Nevada Revised Statutes (the “NRS”) and establishing public policies with respect to Nevada corporations. It is anticipated that the NRS will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to our corporate legal affairs.

Reasons for the Name Change

The Board believes that it would be in the best interests of the shareholders of Origo, in connection with the Redomestication, to change the corporate name to High Times Media Corporation in order to more accurately reflect the business purpose and activities of the Successor.

Regulatory Approvals; Third Party Consents

Origo is not required to make any filings or to obtain any approvals or clearances from any antitrust regulatory authorities in the United States or other countries in order to consummate the Redomestication. Origo must comply with applicable United States federal and state securities laws in connection with the Redomestication, including the filing with Nasdaq of a press release disclosing the Redomestication, among other things.

The Redomestication will not breach any covenants or agreements binding upon Origo and will not be subject to any additional federal or state regulatory requirements, except compliance with the laws of the Cayman Islands and Nevada necessary to effect the Redomestication.

Amendments to Articles of Incorporation and Bylaws

At the effective time of the Redomestication, the Articles of Incorporation of the Successors, which are attached to the form of Articles of Incorporation set forth as Annex A to this proxy statement/prospectus will be the Articles of Incorporation governing the rights of stockholders in the Successor.

In addition, at the effective time of the Redomestication, the Bylaws will be adopted in the form of Annex B to this proxy statement/prospectus.

A chart comparing your rights as a holder of ordinary shares of Origo as a Cayman Islands company with your rights as a holder of the Successor’s common stock can be found below in “—Comparison of Shareholder’s Rights.”

Origo is obligated to complete the Redomestication only if certain conditions are satisfied or, to the extent permitted by applicable law, waived in writing by each of them, at or prior to the Redomestication, which include the following:

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shareholders of Origo must have approved the Redomestication;

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the Business Combination must have been consummated;

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the Articles of Domestication must have been filed with the Nevada Secretary of State; and

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Origo shall have timely obtained from FINRA all approvals, waivers and consents, if any, necessary for consummation of or in connection with the Redomestication.

Directors and Officers Following the Redomestication

The directors and officers of the Successor following the Redomestication will be the same persons who were directors and officers of Origo immediately prior to the Redomestication. However, the directors and officers of the Successor will change upon the consummation of the Business Combination.

Exchange Listing

Origo Shares, redeemable warrants (each to purchase one half of one ordinary share), rights (each exchangeable for into one tenth of one ordinary shares, and units (each consisting of one ordinary share, one redeemable warrant and one right) are currently traded on NASDAQ Capital Market under the symbols “OACQ,” “OACQR”, “OACQW” and “OACQU.” We have applied to use the following symbols following the Redomestication:

The Origo units, Origo Shares and Origo rights and Origo warrants will no longer be eligible to trade on the Nasdaq Stock Market after the closing of the Redomestication. The common stock and warrants of the Successor will be eligible to trade in their place beginning on or about the effective date of the Redomestication under a new CUSIP number and trading symbol. We expect the symbols to be “HITM” and “HITMW”, respectively.

Material U.S. Federal Income Tax Consequences of the Redomestication to Origo Shareholders

The following discussion sets forth the material U.S. federal income tax consequences of the Redomestication to the U.S. Holders (as defined below) of Origo Shares. The information set forth in this section is based on the Code, its legislative history, Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of Origo Shares that is for U.S. federal income tax purposes:

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an individual citizen or resident of the United States;

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a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

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a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that own and hold Origo Shares as capital assets within the meaning of Section 1221 of the Code. This discussion does not address the alternative minimum tax or the U.S. federal income tax consequences to holders that are subject to special rules, including:

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financial institutions or financial services entities;

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broker-dealers;

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persons that are subject to the mark-to-market accounting rules under Section 475 of the Code;

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tax-exempt entities;

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governments or agencies or instrumentalities thereof;

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insurance companies;

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regulated investment companies;

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real estate investment trusts;

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certain expatriates or former long-term residents of the United States;

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persons that acquired Origo Shares pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation;

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persons that hold Origo Shares as part of a straddle, constructive sale, hedging, redemption or other integrated transaction;

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persons whose functional currency is not the U.S. dollar

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controlled foreign corporations;

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passive foreign investment companies;

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persons that actually or constructively own 5 percent or more of Origo Shares; or

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any of our new initial shareholders or their affiliates.

This discussion does not address any tax laws other than the U.S. federal income tax law, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of Origo Shares. Additionally, this discussion does not address the tax treatment of partnerships or other pass-through entities or persons who hold Origo Shares through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of Origo Shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. This discussion also assumes that any distribution made (or deemed made) on Origo Shares and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of Origo Shares will be in U.S. dollars.

BECAUSE OF THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX CONSEQUENCES TO ANY PARTICULAR HOLDER OF ORIGO SHARES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN, EACH HOLDER OF ORIGO SHARES IS URGED TO CONSULT WITH ITS OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE CONVERSION, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

Tax Consequences of the Redomestication

If the Redomestication qualifies as a reorganization within the meaning of Section 368(a), except as otherwise provided below in the sections entitled, “PFIC Considerations,” a U.S. Holder of Origo Shares would not recognize gain or loss upon the exchange of its Origo Shares solely for common stock of the Nevada corporation pursuant to the Redomestication. A U.S. Holder’s aggregate tax basis in the common stock of the Nevada corporation received in connection with the Redomestication should be the same as the aggregate tax basis of the Origo Shares surrendered in exchange therefor in the transaction, increased by any amount included in the income of such U.S. Holder under the PFIC rules. See the discussion under “PFIC Considerations,” below. In addition, the holding period of the common stock of the Nevada corporation received in the Redomestication generally should include the holding period of Origo Shares surrendered in the Redomestication.

If the Redomestication should fail to qualify as a reorganization under Section 368(a), a U.S. Holder of Origo Shares generally would recognize gain or loss with respect to its Origo Shares in an amount equal to the difference, if any, between the fair market value of the corresponding common stock of the Nevada corporation received in the Redomestication and the U.S. Holder’s adjusted tax basis in its Origo Shares surrendered in exchange therefor. In such event, the U.S. Holder’s basis in the common stock of the Nevada corporation would be equal to their fair market value on the date of the Redomestication, and such U.S. Holder’s holding period for the common stock of the Nevada corporation would begin on the day following the date of the Redomestication.

PFIC Considerations

Even if the Redomestication qualifies as a reorganization within the meaning of Section 368(a) of the Code, the Redomestication may be a taxable event to U.S. Holders of Origo Shares under the PFIC provisions of the Code, to the extent that Section 1291(f) of the Code applies.

Definition and General Taxation of a PFIC

A foreign (i.e., non-U.S.) corporation will be a PFIC if either (a) at least seventy-five percent (75%) of its gross income in a taxable year of the foreign corporation, including its pro rata share of the gross income of any corporation in which it is considered to own at least twenty-five percent (25%) of the shares by value, is passive income or (b) at least fifty percent (50%) of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least twenty-five percent (25%) of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years.

If Origo is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Origo Shares and the U.S. Holder did not make either (a) a timely qualified election fund, or QEF, election for Origo’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Origo Shares, (b) a QEF election along with a “purging election,” or (c) a mark-to-market, or MTM, election, all of which are discussed further below, such holder generally will be subject to special rules with respect to:

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any gain recognized by the U.S. Holder on the sale or other disposition of its Origo Shares; and

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any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Origo Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Origo Shares).

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Under these rules, the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Origo Shares;

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the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Origo’s first taxable year in which it qualified as a PFIC, will be taxed as ordinary income;

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the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

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the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

In general, if Origo is determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above with respect to its Origo Shares by making a timely QEF election (or a QEF election along with a purging election), or an MTM election, all as described below. Pursuant to the QEF election, a U.S. Holder will be required to include in income its pro rata share of Origo’s net capital gain (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, whether or not distributed, in the taxable year of the U.S. Holder in which or with which Origo’s taxable year ends. Pursuant to the MTM election, a U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Origo Shares at the end of its taxable year over the adjusted basis in such Origo Shares and may, under certain circumstances, be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Origo Shares over the fair market value of its Origo Shares at the end of its taxable year.

Status of Origo as a PFIC

Because Origo is a blank check company, with no current active business, it likely met the PFIC asset or income test since its initial taxable year ending December 31, 2014. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. Since Origo did not complete its initial business combination on or prior to December 31, 2015, it did not satisfy the start-up exception and therefore Origo has likely been a PFIC from its inception. The determination of whether Origo is or has been a PFIC is primarily factual, and there is little administrative or judicial authority on which to rely to make a determination of PFIC status. Accordingly, the IRS or a court considering the matter may not agree with Origo’s analysis of whether or not it is or was a PFIC during any particular year.

Impact of PFIC Rules on Certain U.S. Holders

The impact of the PFIC rules on a U.S. Holder of Origo Shares will depend on whether the U.S. Holder has made a timely and effective election to treat Origo as a QEF, under Section 1295 of the Code for Origo’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Origo Shares, or if the U.S. Holder made a QEF election along with a “purging election,” or if the U.S. Holder made an MTM election, all as discussed below. A U.S. Holder of a PFIC that made either a timely and effective MTM election, a timely and effective QEF election for Origo’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Origo Shares, or a QEF election along with a purging election, all as discussed below, is hereinafter referred to as an “Electing Shareholder.” A U.S. Holder of a PFIC that did not make either a timely and effective MTM election, a timely and effective QEF election for Origo’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Origo Shares, or a QEF election along with a “purging election,” is hereinafter referred to as a “Non-Electing Shareholder.”

A U.S. Holder’s ability to make a QEF election with respect to Origo is contingent upon, among other things, the provision by Origo of certain information that would enable the U.S. Holder to make and maintain a QEF election.

As indicated above, if a U.S. Holder of Origo Shares has not made a timely and effective QEF election with respect to Origo’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Origo Shares, such U.S. Holder generally may nonetheless qualify as an Electing Shareholder by filing on a timely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that it would otherwise recognize if the U.S. Holder sold its Origo Shares for their fair market value on the “qualification date.” The qualification date is the first day of Origo’s tax year in which Origo qualifies as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held Origo Shares on the qualification date. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its Origo Shares by the amount of the gain recognized and will also have a new holding period in the Origo Shares for purposes of the PFIC rules.

Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable shares, the U.S. Holder may make an MTM election with respect to such shares for such taxable year. If the U.S. Holder makes a valid MTM election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Origo Shares and for which Origo is determined to be a PFIC, such holder will not be subject to the PFIC rules described above in respect to its Origo Shares. Instead, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Origo Shares at the end of its taxable year over the adjusted basis in its Origo Shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Origo Shares over the fair market value of its Origo Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Origo Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the Origo Shares will be treated as ordinary income. The MTM election is available only for shares that are regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including NASDAQ, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their own tax advisers regarding the availability and tax consequences of an MTM election in respect to Origo Shares under their particular circumstances.

Effect of PFIC Rules on the Redomestication

Even if the Redomestication qualifies as a reorganization for U.S. federal income tax purposes under Section 368(a) of the Code, Section 1291(f) of the Code requires that, to the extent provided in regulations, a U.S. person that disposes of stock of a PFIC (including warrants to acquire stock of a PFIC) must recognize gain notwithstanding any other provision of the Code. No final Treasury regulations are in effect under Section 1291(f). Proposed Treasury regulations under Section 1291(f) were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their present form, those regulations would require taxable gain recognition by a Non-Electing Shareholder with respect to its exchange of Origo Shares for common stock of the Nevada corporation in the Redomestication if Origo were classified as a PFIC at any time during such U.S. Holder’s holding period in the Origo Shares. Any such gain would be treated as an “excess distribution” made in the year of the Redomestication and subject to the special tax and interest charge rules discussed above under “Definition and General Taxation of a PFIC.” The proposed Treasury regulations under Section 1291(f) should not apply to an Electing Shareholder with respect to its Origo Shares for which a timely MTM election or QEF election (or a QEF election along with a purging election) is made.

The rules dealing with PFICs and with the MTM election, the QEF election and the purging election are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. Holder of Origo Shares should consult its own tax advisor concerning the application of the PFIC rules to such securities under such holder’s particular circumstances.

Manner of Effecting the Redomestication and the Legal Effect of the Redomestication

Nevada Law

The Redomestication will be effected pursuant to Section 92A.270 of the NRS. Pursuant to such section, any undomesticated organization may become domesticated in Nevada by paying the applicable filing fees and filing with the Nevada Secretary of State Articles of Domestication and other required documents, which include the appropriate charter document. Upon the filing of the Articles of Domestication, and the charter document, and the payment of the applicable filing fee, an undomesticated organization is domesticated in Nevada as the domestic entity described in the charter. The existence of the domesticated entity begins on the date the undomesticated organization began its existence in the jurisdiction in which the undomesticated organization was first incorporated, organized or otherwise created.

The domestication of any undomesticated organization does not affect any obligations or liabilities of the undocumented organization incurred before the domestication.

The filing of the charter document of the domestic entity does not affect the choice of law application to the undomesticated organization. From the date the charter document of the domestic entity is filed, the law of Nevada applies to the domestic entity to the same extent as if the undomesticated organization was organized and created as a domestic entity on that date.

When the domestication becomes effective, all rights, privileges and powers of the undomesticated organization, all property owned by the undomesticated organization, all debts due to the undomesticated organization, and all causes of action belonging to the undomesticated organization are vested in the domestic entity and become the property of the domestic entity to the same extent as vested in the undomesticated organization immediately before domestication. All rights of creditors and all liens upon any property of the undomesticated organization are preserved unimpaired, and all debts, liabilities and duties of an undomesticated organization that has been domesticated attach to the domestic entity resulting from the domestication and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by the domestic entity ; provided, however, that the creditors of a domesticated entity may be required to re-perfect any liens or other security interest incident to such debts and/or liabilities subsequent to an entity’s domestication in a new filing jurisdiction.

When an undomesticated organization is domesticated, the domestic entity resulting from the domestication is for all purposes deemed to be the same entity as the undomesticated organization. Unless otherwise agreed by the owners of the undomesticated organization or as required pursuant to applicable foreign law, the domestic entity resulting from the domestication is not required to wind up its affairs, pay its liabilities or distribute its assets. The domestication of an undomesticated organization does not constitute the dissolution of the undomesticated organization. The domestication constitutes a continuation of the existence of the undomesticated organization in the form of a domestic entity. If, following domestication, an undomesticated organization that has become domesticated does not continue its existence in the foreign country or foreign jurisdiction in which it existed immediately before the domestication, the domestic entity resulting from the domestication continues and is not required to wind up its affairs, pay its liabilities or distribute its assets.

Any liability of a shareholder of an undomesticated organization that is domesticated in Nevada for the debts of the organization:

(a)

Is not discharged, pursuant to the laws of the previous jurisdiction of the organization, to the extent the owner liability arose before the effective date of the articles of domestication;

(b)

Does not attach, pursuant to the laws of the previous jurisdiction of the organization, to any debt, obligation or liability of the organization that arises after the effective date of the articles of domestication;

(c)

Is governed by the law of the previous jurisdiction of the organization, as if the domestication has not occurred, for the collection or discharge of owner liability not discharged pursuant to paragraph (a);

(d)

Is subject to the right of contribution from any other shareholder, member, trustee, partner, limited partner or other owner of the undomesticated organization pursuant to the laws of the previous jurisdiction of the organization, as if the domestication has not occurred, for the collection or discharge of owner liability not discharged pursuant to paragraph (a); and

(e)

Applies only to the debts, obligations or liabilities of the organization that arise after the effective date of the articles of domestication if the owner becomes subject to owner liability or some or all of the debts, obligations or liabilities of the undomesticated entity as a result of its domestication in this State.

Cayman Islands Law

Pursuant to Section 206 of the Companies Law, an exempted company incorporated and registered with limited liability and a share capital which proposes to be registered by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands may apply to the Registrar of Companies to be de-registered in the Cayman Islands. Section 206 sets forth certain requirements regarding the application to be filed with the Registrar. Pursuant to Section 207 of the Companies Law, the de-registration of an exempted company in the Cayman Islands shall not operate:

(a)

to create a new legal entity;

(b)

to prejudice or affect the identity or continuity of the applicant as previously constituted;

(c)

to affect the property of the applicant;

(d)

to affect any appointment made, resolution passed or any other act or thing done in relation to the applicant pursuant to a power conferred by the memorandum and articles of association of the applicant or by the laws of the Cayman Islands;

(e)

except to the extent provided by or pursuant to the Companies Law, to affect the rights, powers, authorities, functions and liabilities or obligations of the applicant or any other person; or

(f)

to render defective any legal proceedings by or against the applicant, and any legal proceedings that could have been continued or commenced by or against the applicant before its deregistration hereunder may, notwithstanding the de-registration, be continued or commenced by or against the applicant after deregistration.

Comparison of Shareholder Rights Before and After the Redomestication

When the Redomestication is completed, the rights of shareholders will be governed by the NRS, the Company’s Articles of Incorporation and Bylaws, rather than by the laws of the Cayman Islands and the Memorandum and Articles of Association.

Certain aspects of Nevada’s Corporations Code have been criticized by some as too pro-management, offering far too much flexibility in maintaining the corporation’s affairs. The next section highlights certain of the material differences between the laws of the Cayman Islands applicable to Origo and the laws of Nevada that would be applicable to the Successor.

Shareholders should consider the following comparison of the NRS on the one hand, and the Cayman Islands statutes, on the other. This comparison is not intended to be complete and is qualified in its entirety by reference to the NRS, Cayman Islands Statutes and the Articles of Incorporation and Bylaws.

The rights of Origo’s shareholders are currently governed by the Cayman Islands Companies Law (2016 revision, am amended) and Origo’s Memorandum and Articles of Association. After the Redomestication, the rights of Origo’s shareholders will be governed by the provisions of the Nevada Revised Statutes, the Successor’s Articles of Incorporation and the Successor’s Bylaws. The Redomestication will alter certain of the rights of shareholders and affect as well the powers of the board of directors and management. The following description of certain differences between Cayman Islands corporate law and Nevada corporate law, and Origo’s governing documents prior to and after the Redomestication, is only a summary and does not purport to be complete or to address every applicable aspect to such laws or documents. The following is qualified in its entirety by reference to (i) Cayman Islands law, (ii) Nevada law, (iii) Origo’s Memorandum and Articles of Association, (iv) the Successor’s Articles of Incorporation and (v) the Successor’s Bylaws. You should read the Successor’s Articles of Incorporation and Bylaws attached to this proxy statement/prospectus as Annex A and Annex B, respectively, carefully and in their entirety.

The owners of a Nevada corporation’s shares are referred to as “stockholders.” For purposes of language consistency, in certain sections of this proxy statement/prospectus, we may continue to refer to the share owners of the Successor as “shareholders.”

Authorized Capital Stock

Cayman Islands Provisions		Nevada Provisions

Origo is authorized to issue a total of 100,000,000 ordinary shares, $0.0001 par value per share, and 1,000,000 preferred shares, par value $0.0001 per share. Immediately prior to the Redomestication, an aggregate of _______ ordinary shares of Origo will be issued and outstanding. No preferred shares have been issued.		The Successor will be authorized to issue a total of 120,000,000 shares of capital stock consisting of (i) 100,000,000 shares of Class A Common Stock, par value $0.0001 per share; 10,000,000 shares of Class B Common Stock, par value $0.0001 per share; and 10,000,000 shares of Preferred Stock, par value $0.0001 per share. Upon consummation of the Business Combination, an aggregate of _______ shares of common stock of the Successor will be issued and outstanding, and no shares of preferred stock will be issued.

Alteration to Authorized Capital

Subject to the Cayman Companies Law, our shareholders may, by ordinary resolution: (a) increase its share capital by such sum as the ordinary resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the company in general meeting may determine; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (c) convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination; (d) by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association or into shares without par value; and (e) cancel any shares that at the date of the passing of the ordinary resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.		Under Nevada law, increasing a Nevada corporation’s authorized capital requires stockholder and director approval of an amendment to the corporation’s Articles of Incorporation.

Directors and Officers

Under Origo’s Articles of Association, the minimum number of directors is one (1) provided however that the company may by ordinary resolution of the shareholders increase or reduce the limits in the number of directors. Subject to other provisions in Origo’s Articles of Association, the company may appoint directors by way of ordinary resolution of the shareholders or a resolution of the directors either to fill a vacancy or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the Articles of Association as the maximum number of directors.		The Successor’s Articles of Incorporation will provide that that the number of its directors shall be not less than three (3). The Successor’s board of directors will be classified into three (3) classes, with director holding office for a three-year term until the next annual meeting of stockholders at which such class is subject to election and until his or her successor is elected and qualified (provided that certain of directors elected at the Special Meeting shall hold office for shorter terms in order to effect the initial director classification). Directors will be elected at any stockholder meeting duly called and held for such purpose at which a quorum is present by a majority of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote thereon. Vacancies on the Successor’s board are filled by the majority vote of the remaining directors, although less than a quorum, or by a sole remaining director or by unanimous written consent of the directors. Officers are appointed by directors.

Under Origo’s Articles of Association, the directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. The Class A directors shall stand elected for a term expiring at Origo’s first annual general meeting, the Class B directors shall stand elected for a term expiring at Origo’s second annual general meeting and the Class C Directors shall stand elected for a term expiring at Origo’s third annual general meeting. Directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. In the interim between annual general meetings or extraordinary general meetings called for the election of directors of one or more directors and the filling of any vacancy, additional directors and any vacancies in the Board, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Articles of Association), or by the sole remaining director. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. 2 directors from Origo’s Board will constitute a quorum, unless there is only one directors in which case a quorum is one.

Removal of Directors

Under Origo’s Articles of Association, directors may be removed by a resolution of all the other directors, or by an ordinary resolution of shareholders. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.		The Successor’s Articles of Incorporation and Bylaws will provide that directors may be removed, with or without cause, in the manner provided by the laws of the State of Nevada or at a special stockholder meeting duly called and held for such purpose, at which a quorum is present, by a majority of the votes of the shares present in person or represented by proxy at the meeting. Under Nevada law, directors may be removed, with or without cause, by the holders of not less than two-thirds of the shares entitled to vote. Directors also may be removed by a judicial proceeding brought by the corporation or by the owners of 10% or more of the corporation’s common stock if the court finds that (a) the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation, and (b) removal is in the best interest of the corporation.

Actions by Written Consent of Shareholders/Stockholders


Under Cayman Islands law, and in accordance with the organizational documents of Origo, shareholders may act by unanimous written consent of the shareholders without holding a meeting.		The Successor’s Articles of Incorporation and Bylaws will provide that, except with respect to the election of directors, the stockholders of the Successor may act by written consent so long as such action is approved by at least a majority of the stockholders entitled to vote thereon.

Mergers, Consolidations and Sales of Assets

Under Cayman Islands law, and subject to the organizational documents of Origo, the Board and the shareholders must (by way of a special resolution of the shareholders) approve a merger or consolidation. A substantial sale of assets, subject to the organizational documents of Origo, may be approved by way of a resolution of the Board.		Under Nevada law, with certain exceptions, any merger, consolidation or sale of all or substantially all of the corporation’s assets must be approved by the board and a majority of the outstanding shares entitled to vote.

Rights of Dissenting Shareholders/Stockholders

Except in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful. In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that: (a) the statutory provisions as to the required majority vote have been met; (b) the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; (c) the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and (d) the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Law.		Generally, stockholders of a Nevada corporation are entitled to appraisal rights and payment for the fair value of their shares when they dissent in a vote for a merger or consolidation or are not asked to give their consent in such a vote. There are, however, generally no statutory rights of appraisal with respect to stockholders of a Nevada corporation whose shares of stock are of any class or series of shares which either were listed on a national securities exchange, included in the national market system by FINRA, or were held of record by more than 2,000 stockholders at the time of the vote.

When a takeover offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

Dissolution

Under Cayman Islands law, and the organizational documents of Origo, the corporation may dissolve voluntarily by way of a special resolution of shareholders (requiring a two-thirds majority affirmative vote).		Under Nevada law, a corporation may voluntarily dissolve if a majority of the board adopts a resolution to that effect and the holders of a majority of outstanding stock entitled to vote thereon vote for such dissolution or all stockholders entitled to vote thereon consent in writing to such dissolution.

Inspection of Register of Members/Stockholder List and Books and Records

Cayman Islands law provides that a shareholder may inspect the company's register of charges and/or the register of directors. Unless otherwise stipulated in the company's organizational documents, there are no other statutory inspection rights. Under Origo’s Articles of Association, the Board has a discretion to determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members.		Nevada law allows any person who has been a stockholder of record of a corporation for at least 6 months immediately preceding his or her demand, or any person holding, or authorized in writing by the holders of, at least 5% of the corporation’s outstanding shares, to inspect the stockholder list and the corporation’s books and records for a purpose related to such person’s interests as a stockholder upon 5 day’s written demand.

Amendment of Memorandum of Association/Articles of Incorporation

Under Cayman Islands law, a corporation may amend its Memorandum of Association by a special resolution of shareholders or, in limited circumstances and if permitted by its organizational documents, by a resolution of directors. Additionally, the organizational documents of Origo generally permit the corporation to do the following by way of ordinary resolution (approved by a simple majority of the votes of the shares present at a duly convened and constituted meeting and entitled to vote and that voted): (a) increase its share capital by such sum as the ordinary resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the company in general meeting may determine; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;		Nevada law requires that every amendment to a corporation’s articles of incorporation be adopted by a resolution of directors setting forth the amendment proposed and the affirmative vote of the holders of a majority of all outstanding shares entitled to vote thereon taken at either a duly noticed and held special meeting or next annual meeting of stockholders. Under the Articles of Incorporation of the Successor, an amendment requires an affirmative vote of not less than 50% of the issued and outstanding shares of the Successor.

(c) convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination; (d) by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association or into shares without par value; and (e) cancel any shares that at the date of the passing of the ordinary resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

Amendment of Articles of Association/Bylaws

The Companies Law permits a company incorporated in the Cayman Islands to amend its Articles of Association with the approval of the holders of at least two-thirds of such company’s outstanding ordinary shares. A company’s articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority is obtained, any Cayman Islands company may amend its Memorandum and Articles of Association regardless of whether its memorandum and articles of association provides otherwise. Additionally, the organizational documents of Origo provide that the company may, by way of special resolution only: (a) change its name; (b) alter or add to the Articles of Association; (c) alter or add to the Memorandum of Association with respect to any objects, powers or other matters specified therein; and (d) reduce its share capital or any capital redemption reserve fund.		The Bylaws of the Successor will provide that the alteration, amendment or repeal of any bylaws, or the adoption of new bylaws, requires the vote of a majority of a quorum of the directors, or the vote of the stockholders representing a majority of a quorum of all the shares issued and outstanding at any annual stockholders’ meeting or at any special stockholders’ meeting when the proposed amendment has been sent out in a notice of such meeting. The Articles of Incorporation of the Successor will further grant to the board of directors the right and authority to adopt such bylaws as in their judgment may be deemed necessary or advisable for the management and transaction of the business of the Successor provided that such bylaws are not in conflict with the Successor’s Articles of Incorporation or the Nevada State Constitution.

Transactions Involving Directors or Officers

Under Origo’s Articles of Association: (a) A director may hold any other office or place of profit under the company (other than the office of auditor) in conjunction with his office of director for such period and on such terms as to remuneration and otherwise as the directors may determine. (b) A director may act by himself or by, through or on behalf of his firm in a professional capacity for the company and he or his firm shall be entitled to remuneration for professional services as if he were not a director.		Nevada law provides that no agreement or transaction is void or voidable just because: Stockholders will be entitled to demand appraisal of their shares in the case of mergers or consolidations, except where: (i) they are stockholders of the surviving corporation and the merger did not require their approval under Nevada law; (ii) the corporation’s shares are either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by FINRA; or (iii) the corporation’s shares are held of record by more than 2,000 stockholders.

(c) A director may be or become a director or other officer of or otherwise interested in any company promoted by the company or in which the company may be interested as a shareholder, a contracting party or otherwise, and no such director shall be accountable to the company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. (d) No person shall be disqualified from the office of director or prevented by such office from contracting with the company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the company in which any director shall be in any way interested be or be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to the company for any profit realised by or arising in connection with any such contract or transaction by reason of such director or alternate director holding office or of the fiduciary relationship thereby established. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. A general notice that a director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.		● the agreement or transaction is between a corporation and either one (1) or more directors or officers or another corporation, firm or association in which 1 or more of its directors or officers are directors or officers or are financially interested; ● the vote or votes of a common or interested director are counted for the purpose of authorizing or approving the agreement or transaction. Nevada law further provides that an agreement or transaction referred to above is valid if the fact of the common directorship, office or financial interest: ● is known to the board of directors or committee, which then authorizes the agreement or transaction in good faith by a sufficient vote without counting the vote or votes of the common or interested director or directors; ● is known to the stockholders, and they approve the agreement or transaction in good faith by a majority vote of stockholders, which vote includes the votes of the common or interested directors or officers; or ● is not known to the director or officer at the time the transaction is brought before the board of directors of the corporation for action. Additionally, under Nevada law, common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes an agreement or transaction, and, if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize the agreement or transaction.

Limitation of Liability of Directors

The Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our articles provide to the extent permitted by law, we shall indemnify each existing or former director and any of our other officers (not including auditors) against:		Under Nevada law (subject to certain statutory exceptions, and unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability), a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or omission in his or her capacity as a director or officer unless it is proven that his or her act or omission constituted a breach of his or her fiduciary duties as a director or officer and the breach involved intentional misconduct, fraud or a knowing violation of law.

(a) any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions; and (b) all attorneys' fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such indemnified person. No such existing or former director or officer, however, shall be indemnified in respect of any such liability (if any) that they may incur by reason of their own actual fraud or wilful default. In connection with any advance of any expenses, the indemnified person shall execute an undertaking to repay the advanced amount to Origo if it shall be determined by final judgment or other final adjudication that such indemnified person was not entitled to indemnification. If it shall be determined by a final judgment or other final adjudication that such indemnified person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to Origo (without interest) by the indemnified person.

Shareholder Derivative Suits

In principle, Origo will normally be the proper plaintiff to sue for a wrong done to it as a company and as a general rule, a derivative action may not be brought by a minority shareholder. However, based on English law authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge: (a) an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders; (b) an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and (c) an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company.		Under Nevada law, a stockholder may only bring a derivative action on behalf of the corporation if the stockholder was a stockholder of the corporation at the time of the transaction in question or his or her stock thereafter devolved upon him or her by operation of law.

Fiscal Year

Origo’s fiscal year ends on November 30.		The Successor’s fiscal year will end on November 30.

Accounting Treatment of the Redomestication

The Redomestication is being proposed solely for the purpose of changing the legal domicile of Origo and, as such, is not expected to have any accounting impact and Origo does not expect to change how its financial statements have historically been presented.

Required Vote and Recommendation of the Board

In order to be effected, the Redomestication will require the affirmative vote of a two-thirds majority of the outstanding ordinary shares that are entitled to vote and that are represented at the meeting (provided the meeting is quorate). Abstentions and broker non-votes are not affirmative votes and, therefore, will have the same effect as a vote against such proposal.

THE ORIGO BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL 2 TO APPROVE THE REDOMESTICATION PROPOSAL.

THE BUSINESS COMBINATION PROPOSAL

General

The Business Combination will be effected pursuant to a Merger Agreement dated as of July 24, 2017. Pursuant to the Merger Agreement, Merger Sub, a subsidiary of Origo, will be merged with and into HTH, with HTH continuing as the surviving entity of the Merger and becoming a wholly owned subsidiary of the Successor. At Closing, as consideration for the merger, the Successor will issue a minimum of 23,474,178 shares of common stock of the Successor to the former holders of HTH securities (other than holders of HTH stock options), as Merger Consideration. In the event that HTH raises net proceeds in excess of $5,000,000 from any public or private offering of its Class A common stock prior to the Merger, the $250,000,000 valuation of the High Times Group is subject to increase on a dollar-for-dollar basis, with a corresponding increase in the number of Origo Shares representing the Merger Consideration. Accordingly if, for example, HTH is able to raise net proceeds of $17,500,000 from such offering(s), the valuation of the Hightimes Group and the number of Origo Shares representing the Merger Consideration would increase to $262,000,000 and 24,647,887 Origo Shares, respectively.

The HTH securities include (a) all outstanding shares of HTH common stock, (b) all $28,500,000 principal amount of purchase notes issued by HTH in February 2017 in connection with its acquisition of THC and its subsidiaries that will convert into Origo Shares, and (c) all outstanding warrants to purchase shares HTH Class A common stock held by ExWorks Capital Fund I, L.P., which warrants will be exchanged for options to purchase shares of common stock of the Successor.

The following table sets forth the amount of Merger Consideration in the form of Origo Shares that would be received by (a) current holders of HTH Class A common stock, (b) holders of Purchase Notes, (c) the holder of HTH warrants, and (d) investors in the proposed CF Offering and the Regulation A+ Offering based on the sale of 25%, 50%, 75% or 100% of the 200,000 shares of Class A common stock to be sold in the CF Offering and the 1,818,182 shares of Class A Common Stock being offered by HTH in the Regulation A+ offering:

Number of Class A Shares Sold (2)	25%	50%	75%	100%
Existing holders of Class A Common Shares	20,454,545	20,454,545	20,454,545	20,454,545
Holders of Hightimes Holding Purchase Note (1)	2,102,070	2,102,070	2,102,070	2,102,070
Investors in the CF Offering (3)	90,865	90,865	90,865	90,865
Investors in the Regulation A+ Offering (4)	454,546	909,091	1,363,637	1,818,182
Holders Hightimes Holding Warrant (5)	1,161,616	1,161,616	1,161,616	1,161,616
Total	24,263,642	24,718,187	25,172,733	25,627,278

(1) Assumes completion of a CF Offering of $1,000,000 and the sale of $20,000,000 of Hightimes Holding Class A common stock in this offering, with total net proceeds of approximately $17,500,000, thereby increasing the valuation of the High Times Group from $250,000,000 to $262,500,000, with a resulting increase in the number of Origo Shares from 23,474,178 Origo shares to 24,647,887 Origo Shares.

(2) Assumes a $10.65 per share offering price and closing price of Origo ordinary shares as traded on Nasdaq or another Qualified Stock Exchange on the first trading day after the Effective Time of the Business Combination.

(3) A maximum of 94,697 shares of Class A common stock are being offered to investors in the CF Offering after giving retroactive effect to a one-for-2.112 reverse stock split of the outstanding HTH shares of Class A common stock.

(4) Consists of purchasers of Class A common stock in the Regulation A+ Offering.

(5) Assumes exercise of HTH’s option to extend the maturity date of our debt to ExWorks Capital Fund I, L.P. to August 28, 2018, resulting in ExWorks owning two warrants to purchase a total of 1,124,220 shares of Class A common stock which would represent a total of 4.125% of the fully-diluted Hightimes Holding “Common Stock Deemed Outstanding” (prior to the sale of Common Stock in the CF Offering and the Regulation A+ Offering).

The above table does not include outstanding options granted to executive officers, directors and employees of the High Times Group under our 2016 Equity Incentive Plan to purchase an aggregate of 1,729,732 additional shares of Class A common stock. Also, following the effectiveness of the Merger, Edward J. Fred and Jose Aldeanueva will resign as Chief Executive Officer and Chief Financial Officer, respectively, of the Successor, and Adam E. Levin will be designated as Chief Executive Officer and President of the Successor, and David Newberg will be designated as Chief Financial Officer. It is also contemplated that David Peck will be appointed as Senior Vice President of Publishing.

Additionally, at Closing, Stephen B. Pudles and Barry Rodgers will resign as directors and the following five individuals, who will take office immediately following the Closing, will constitute all the members of the board of directors of the Successor: Justin Ehrlich, Edward J. Fred, Jeffrey Gutovich, Adam E. Levin and Stormy Simon. Messrs. Fred and Gutovich will be elected to serve until the annual meeting of stockholders of the Successor to be held in 2018; Ms. Simon will be elected to serve until the annual meeting of stockholders of the Successor to be held in 2019; and Messrs. Levin and Ehrlich will be elected to serve until the annual meeting of stockholders of the Successor to be held in 2020. In addition, it is anticipated that Mr. Levin will be designated Chairman of the Successor’s board of directors.

The board of directors of the Successor will be classified into three (3) classes, with each director holding office for a three-year term or until the next annual meeting of stockholders at which such director’s class is up for election and where his or her successor is elected and qualified (provided that certain of directors elected at the Special Meeting shall hold office for shorter terms in order to effect the director classification and also that the first annual meeting of stockholders after the Special Meeting will not be held prior to the one year anniversary after the Effective Time).

In addition, it is anticipated that Mr. Levin will be designated Chairman of the board of directors of the Successor.

The Parties to the Merger Agreement

Origo Acquisition Corporation

Origo (formerly CB Pharma Acquisition Corp.) is a blank check exempted company incorporated in the Cayman Islands on August 26, 2014 in order to effect a business combination, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. After the consummation of the Business Combination, the principal executive office of the Successor and the High Times Group will be at 10990 Wilshire Boulevard, Los Angeles, California 90024 and its telephone number will be (310) 806-4288. As of August 31, 2017, there was approximately $21.1 million held in the Trust Account (which included approximately $15,000 of interest available to Origo which is intended to be withdrawn prior to the Special Meeting).

Under its Memorandum and Articles of Association, Origo is obligated to complete a business combination by March 12, 2018. If Origo does not complete the business combination with HTH or another business combination by March 12, 2018, it will trigger Origo’s automatic winding up, dissolution and liquidation, as described in the section entitled, “Other Information Related to Origo — Liquidation If No Business Combination.”

Merger Sub

Merger Sub is a newly formed, wholly owned subsidiary of Origo incorporated in the State of Delaware. Pursuant to the Merger Agreement, Merger Sub will merge with and into HTH, with HTH as the surviving entity.

HTH

HTH, directly and indirectly through its direct and indirect subsidiaries, consisting of 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 four fundamental activities, (a) the publication of HIGH TIMES® monthly magazine, (b) the production of trade shows, festivals and events which known as the “High Times Cannabis Cup”, (c) e-commerce, and (d) licensing and branding.

Jose Aldeanueva

Jose Aldenueva, the Chief Financial Officer, Secretary and Treasurer of Origo, is serving as the Representative under the Merger Agreement, and in such capacity will represent the persons who were holders of Origo securities immediately prior to the Effective Time with respect to certain matters under the Merger Agreement and the ancillary documents to which he is a party in such capacity.

Structure of the Business Combination

The Merger Agreement provides for a business combination transaction through a Merger Agreement, pursuant to which Merger Sub will merge with and into HTH with HTH continuing as the surviving entity. As a result of consummation of the Business Combination, all former holders of HTH securities (other than holders of HTH stock options), including all common stockholders of HTH, all holders of the Purchase Notes and all holders of HTH warrants to purchase HTH common stock, will represent in the aggregate approximately 87% of the Successor’s issued and outstanding common stock immediately following the Merger and approximately 76% of the fully-diluted shares of Successor’s common stock giving effect to the exercise or conversion of all Successor warrants, options, rights or other convertible securities. Outstanding options to purchase HTH common stock will be converted into options to purchase shares of the Successor’s common stock.

The following diagrams illustrate the different parties and entities before and after completion of the Business Combination. See “Unaudited Pro Forma Condensed Combined Financial Statements” and “Beneficial Ownership of Securities” for further information.

Origo and HTH plan to complete the Business Combination promptly after the Special Meeting, provided that:

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Origo’s shareholders have approved the Business Combination Proposal;

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Origo has net tangible assets of US$5,000,001 upon such consummation, after giving effect to payments to Public Shareholders who exercise their Redemption Rights and payment of all transaction expenses and other related expenses;

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Origo has not received notice from Nasdaq that the Successor’s common stock will not be approved for listing on such exchange, and

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the other conditions specified in the Merger Agreement have been satisfied or waived.

After consideration of the factors identified and discussed in the section entitled, “—The Board’s Reasons for Approval of the Business Combination,” the Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for its IPO, including that such business had a fair market value of at least 80% of the balance of the funds in the Trust Account at the time of execution of the Merger Agreement.

Immediately after consummation of the Business Combination, assuming that (i) no shareholders of Origo elect to convert their Public Shares into cash, the Current Initial Shareholders, Fortress and EBC will own approximately 5% of the outstanding shares of the Successor’s common stock, Origo’s current public shareholders will own approximately 8% of the outstanding shares of the Successor’s common stock and the HTH security holders will own approximately 87% of the outstanding shares of the Successor’s common stock (of which 52.2% will be held by HTH insider shareholders and 34.8% held by non-insider shareholders). If all of the Public Shares are converted into cash as permitted by the Memorandum and Articles of Association and the other assumptions remain the same, such percentages will be approximately 11% and 89%, respectively. The foregoing takes into account the automatic exchange of the Origo public rights upon consummation of the Business Combination but does not take into account (i) the shares underlying the Origo warrants that are presently outstanding, or (ii) the shares underlying the Purchase Option held by EBC.

Merger Agreement

This section describes the material provisions of the Merger Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement and the related agreements, copies of which is attached hereto as Annex C. Origo’s shareholders, warrant holders and other interested parties are urged to read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.

General Description of the Merger Agreement and Merger Consideration

On July 24, 2017, Origo, entered into a Merger Agreement with HTH, Merger Sub, Jose Aldeanueva, as Representative. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, at the Closing, Merger Sub will merge with and into HTH, with HTH continuing as the surviving entity. At the Effective Time:

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All holders HTH equity securities and warrants and rights to acquire or securities that convert into HTH equity securities (excluding HTH options, as described below) (the “HTH Securities”) shall be entitled to receive in the Merger an aggregate of Twenty-Three Million Four Hundred Seventy-Four Thousand One Hundred Seventy Eight (23,474,178) common stock of the Successor (the “Merger Consideration”), which is equal to Two Hundred Fifty Million Dollars ($250,000,000) divided by the agreed upon value of the common stock of the Successor to be issued as Merger Consideration of $10.65 per share.

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Each holder of HTH Securities shall receive for each HTH Security its pro rata share of the Merger Consideration, treating any outstanding shares of HTH’s preferred stock on an as-converted to HTH’s Class A Common Stock basis (and after deducting from the Merger Consideration payable to such holders of HTH Securities, the Purchase Note Conversion Shares (as described below) issuable to the holders of outstanding Purchase Notes).

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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 (excluding HTH options), (A) if exercised or converted prior to the Effective Time, will 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 Purchase Notes, which shall be converted as described below, and the outstanding HTH options, which shall be assumed by Origo as described below).

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The Purchase Notes that are outstanding as of the Closing will automatically be converted in a number of Origo Shares calculated by dividing the outstanding principal and interest of all such Purchase Notes and dividing such amount by the closing price of Origo’s Shares on the date of the Closing.

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All outstanding HTH options will be assumed by Origo and be converted into an option to purchase the Successor’s common stock (each, an “Origo Assumed Option”) under the New Equity Incentive Plan (as defined below) 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 the Successor’s 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 (the “Conversion”).

Representations and Warranties

The Merger Agreement contains customary representations and warranties by each of Origo, HTH and Merger Sub relating to, among other matters, (1) due organization and good standing, (2) authorization and binding agreement, (3) governmental approvals, (4) non-contravention, (5) capitalization, (6) financial statements, (7) absence of certain changes, (8) compliance with laws, (9) actions, orders and permits, (10) taxes, (11) employees and employee benefit plans, (12) intellectual property, (13) real and personal property, (14) material contracts, (15) transactions with affiliates, (16) the Investment Company Act, (17) finders and brokers and (18) with respect to Origo only, SEC filings and the Trust Account. HTH also made representations and warranties regarding (1) subsidiaries, (2) litigation, (3) Cannabis Cup Events, (4) environmental matters, (5) title to and sufficiency of assets, (6) insurance, (7) top advertisers and suppliers, (8) disclosure, and (9) information supplied. Certain of the representations and warranties are qualified by the representing party’s knowledge and/or by materiality or material adverse effect. The representations and warranties made by the parties do not survive the Closing.

Covenants of the Parties

Each party agreed in the Merger Agreement to use their commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”), including covenants regarding (1) the provision of access to their properties, books and personnel, (2) confidentiality, (3) the operation of their respective businesses in the ordinary course of business, (4) Origo public filings and HTH’s interim financial statements, (5) notifications of certain breaches, consent requirements or other matters, (6) efforts to consummate the Closing and obtain third party and regulatory approvals, (7) target company business plan and further assurances, (8) registration statements and Origo shareholder approval matters, (9) public announcements, (10) listing of the Successor’s common stock on an acceptable securities exchange, (11) use of trust proceeds after the Closing, and (12) supplemental disclosure schedules.

Each of HTH and Origo also agreed not to solicit or enter into any alternative competing transactions during the Interim Period. However, in order to raise additional interim working capital pending consummation of the business combination, HTH has the right during such Interim Period to (i) consummate one or more private placements of its securities of up to $10.0 million, (ii) conduct a crowdfunding offering of up to a total of $2.0 million in the aggregate (and not more than $25,000 per investor), and (c) file with the SEC a Form 1-A and a related proxy statement with respect to a potential Regulation A+ offering of up to $10 million, provided that without the approval and consent of Origo, HTH shall not close such Regulation A+ offering.

All common stock or securities issuable upon exercise or conversion of convertible securities in connection with the activities of HTH shall be included in the Merger within the Merger Consideration.

Origo also agreed to prepare, with the assistance of HTH, and use its commercially reasonable efforts to file with the SEC a registration statement on Form S-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of (i) the issuance in the Conversion of securities of the Successor to the holders of the Origo Shares, and (ii) the issuance of Merger Consideration to the holders of HTH Securities, and containing a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of Origo for the matters to be acted on at the extraordinary general meeting of the shareholders of Origo (the “Extraordinary General Meeting”) and providing such holders an opportunity in accordance with Origo’s organizational documents to have their Origo Shares redeemed in conjunction with the shareholder vote on the matters to be considered at the Extraordinary General Meeting. The matters to be acted upon at the Extraordinary General Meeting (the “Shareholder Approval Matters”) include (i) the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) the Conversion, (iii) the 2018 Equity Incentive Plan, and (iv) such other matters as HTH and Origo shall mutually determine to be necessary or appropriate to effect the Merger and the other transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Origo is also permitted to call an extraordinary general meeting of Origo’s shareholders to extend the deadline for Origo to consummate its initial business combination from December 12, 2017 to March 12, 2018 (the “Extension”), offer to redeem its Public Shareholders in connection with such Extension and file any proxy statement or other filings in connection therewith. Origo was able to obtain the Extension on September 11, 2017.

The parties also agreed to take all necessary action, including causing the directors of Origo to resign, so that effective at the Closing, the entire board of directors of the Successor will consist of seven (7) individuals, a majority of which shall be independent directors in accordance with Nasdaq requirements (or, if applicable, the requirements of another exchange on which the Successor shares are listed or intended to be listed). The board of directors will be classified into three (3) classes, with each director holding office for a three-year term or until the next annual meeting of stockholders at which such director’s class is up for election and where his or her successor is elected and qualified (provided that certain of directors elected at the Special Meeting shall hold office for shorter terms in order to effect the director classification and also that the first annual meeting of stockholders after the Special Meeting will not be held prior to the one year anniversary after the Effective Time). Two (2) of the seven members of the post-Closing Board (the “Post-Closing Board”) will be individuals (at least one of whom shall be an independent director) designated by Origo prior to the Effective Time. Four (4) of the members of the Post-Closing Board (at least three (3) of whom shall be independent directors) will be designated by HTH prior to the Effective Time, and the seventh (7th) member of the Post-Closing Board will be an individual selected by HTH prior to the Effective Time as the Chief Executive Officer of the Successor.

Origo also agreed, prior to the Extraordinary General Meeting, to have the Board adopt on behalf of Origo and/or the Successor a new equity incentive plan, which will be in form and substance reasonably acceptable to HTH. Origo has submitted for approval of the 2018 Equity Incentive Plan to its shareholders for their ratification and approval pursuant to this proxy/prospectus. See “The 2018 Equity Incentive Plan Proposal”

Conditions to the Closing

The obligations of each party to consummate the Merger are subject to the satisfaction or waiver of customary conditions and Closing deliverables, including (1) the Registration Statement having been declared and remain effective, (2) Origo’s shareholders having approved the Shareholder Approval Matters at the Extraordinary General Meeting in accordance with the Registration Statement, (3) all consents required to be obtained from or made with any governmental authority in order to consummate the transactions contemplated by the Merger Agreement shall have been obtained or made, and any waiting periods (an any extension thereof) applicable to the consummation of the Merger Agreement under any antitrust laws shall have expired or been terminated; (4) the consents required to be obtained or made from any third party (other than a governmental authority) in order to consummate the transactions contemplated by the Merger Agreement, that are set forth in a schedule thereto, shall have been obtained or made; (5) no governmental authority having enacted any Law which has the effect of making the transactions or agreements contemplated by the Merger Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by the Merger Agreement, (6) there shall be no pending action brought by a third party non-affiliate to enjoin or otherwise restrict the consummation of the Closing, (7) upon the Closing, after giving effect to the completion of Origo’s redemption of the Public Stockholders in connection with the Merger and the payment of all accrued and unpaid expenses, Origo (excluding any net assets of the High Times Group) shall have net tangible assets of at least $5,000,001, (8) Origo has not received notice from Nasdaq that the Successor’s common stock will not be approved for listing on such exchanges, (9) HTH shall have received its required stockholder approval, (10) the parties’ respective representations and warranties shall be true and correct as of the Closing Date (subject to certain materiality qualifiers), (11) each of the parties shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Merger Agreement to be performed or complied with by it on or prior to the Closing Date, and (12) no event having occurred since the date of the Merger Agreement resulting in a material adverse effect upon the business, assets, liabilities, results of operations, prospects or condition of the other party and its subsidiaries, taken as a whole, or the other party’s ability to consummate the transactions contemplated by the Merger Agreement and ancillary documents on a timely basis (subject in each case to customary exceptions) (a “Material Adverse Effect”), which is continuing and uncured. The obligation of Origo and Merger Sub to consummate the Merger is also subject to the satisfaction or waiver or certain additional conditions, including the receipt of certain employment agreements, the extension or refinancing of certain HTH debt, the exercise or related consent of certain HTH warrants, the payment and release of certain amounts owed by HTH under contracts and release of liens, the wind-down of certain inactive subsidiaries and the delivery of certain agreements from certain of HTH’s consultants and employees. In addition, each party shall have received duly executed copies of the various related agreements (as described below) in the forms attached hereto as Annex C, including a consulting services agreement with Oreva, as described below.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including, among other reasons, (1) by mutual written consent of Origo and HTH, (2) by written notice by either Origo or HTH if the Closing has not occurred on or prior the earlier of December 12, 2017 or 90 days following delivery by HTH of its financial statements and other information required for the Registration Statement, (3) by written notice by either party for the other party’s uncured breach (subject to certain materiality qualifiers), (4) by HTH or Origo if there has been a Material Adverse Effect on the other party or its subsidiaries, as the case may be, since the date of the Merger Agreement which is uncured and continuing, (5) by written notice by Origo if it holds (a) an extraordinary general meeting of Origo shareholders and it does not receive the requisite vote of its shareholders to approve the Shareholder Approval Matters or (b) a meeting for the Extension and it does not receive the requisite vote of its shareholders to approve the Extension, (6) by written notice by either party if HTH holds its stockholder meeting to approve the Merger Agreement and related transactions and such approval is not obtained, or if such approval is not otherwise obtained from HTH’s stockholders by written consent within 30 days after the Registration Statement being declared effective by the SEC or (7) by Origo if (a) HTH doesn’t deliver to Origo by July 31, 2017 (I) executed copies of all of the voting agreements from its shareholders that are executive officers or directors or otherwise hold at least 5% of the outstanding shares of HTH’s common stock or (II) audited financial statements for the calendar years 2015 and 2016, as well as unaudited interim financial statements for the first and second quarters of 2017, or (b) the audited financial statements for the calendar years 2015 and 2016 are materially different in an adverse manner from the unaudited financial statements for such periods that were provided to Origo prior to the signing of the Merger Agreement, including any of the consolidated revenues, net income before taxes or assets being more than 10% less than the amounts in the unaudited financial statements or the consolidated liabilities being more than 10% greater than the amounts in the unaudited financial statements.

If the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement (except for certain obligations related to confidentiality, closing, survival, trust fund waiver, termination, and general provisions) will terminate, and no party to the Merger Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Merger Agreement prior to termination. There are no termination fees in connection with the termination of the Merger Agreement.

OAC Representative

Jose Aldeanueva, is serving as the OAC Representative under the Merger Agreement, and in such capacity will represent holders of Origo Shares (other than HTH stockholders) with respect to certain matters under the Merger Agreement and the ancillary documents to which he is a party in such capacity.

Trust Account Waiver

HTH agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Origo’s Trust Account held for its Public Shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are attached hereto as part of Annex C. Shareholders and other interested parties are urged to read such Related Agreements in their entirety.

Voting Agreements

HTH has agreed to provide Origo by July 31, 2017 with executed voting agreements (each, a “Voting Agreement”) from HTH’s shareholders that are executive officers or directors or otherwise hold at least 5% of the outstanding shares of HTH’s common stock. Under the Voting Agreements, the HTH shareholders party thereto will generally agree to vote all of their HTH shares in favor of the Merger Agreement and related transactions and to otherwise take certain other actions in support of the Merger Agreement and related transactions and refrain from taking actions that would adversely affect such HTH stockholder’s ability to perform its obligations under the Voting Agreement. Each Voting Agreement prevents transfers of the HTH shares held by the HTH stockholder party thereto between the date of the Voting Agreement and the date of the meeting of HTH stockholders.

Non-Competition Agreement

At the Closing, certain equity holders of HTH (each, an “Owner”) will enter into Non-Competition and Non-Solicitation Agreements in favor of Origo, in substantially the form attached to the Merger Agreement (each, a “Non-Competition Agreement”), relating to the HTH’s business as currently conducted as specified in the Non-Competition Agreement (the “Business”). Under the Non-Competition Agreement, for a period of three years after the Closing (such period, the “Restricted Period”), the Owner will not and will not permit its affiliates to, without Origo’s prior written consent, anywhere in the United States, directly or indirectly engage in the Business (other than through a covered party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a business or entity (other than a covered party) that engages in the Business (a “Competitor”). However, the Owner and its affiliates will be permitted under the Non-Competition Agreement to own passive investments of no more than 4.99% of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Owner and its affiliates are not involved in the management or control of such Competitor. Under the Non-Competition Agreements, the Owner and its affiliates will also be subject to certain non-solicitation and non-interference obligations during the Restricted Period with respect to the Covered Parties’ respective (i) employees, consultants and independent contractors, (ii) customers and (iii) vendors, suppliers, distributors, agents or other service providers. The Owner will also be subject to non-disparagement provisions regarding the covered parties and confidentiality obligations with respect to the confidential information of the covered parties.

Lock-Up Agreement