UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~ 12April 5, 2018 (March 27, 2018)

Origo Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands

001-36757

N/A

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

708 Third Avenue

New York, New York 10017

(Address of Principal Executive Offices) (Zip Code)

(212) 634 - 4512

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~ ¨

~~On March~~Item ~~12,~~3.01 ~~2018,~~Notice inof ~~connection~~Delisting ~~with~~or ~~the~~Failure ~~Meeting~~to ~~(as~~Satisfy ~~defined~~a ~~below),~~Continued ~~Origo~~Listing ~~Acquisition~~Rule ~~Corporation~~or ~~(the~~Standard; ~~“Company”) filed~~Transfer ~~the Amendment (as defined below) with the Cayman Registrar~~ of ~~Companies~~Listing. ~~A copy of the Amendment is attached as Exhibit 3.1 hereto and is incorporated by reference herein.~~

~~Item~~As previously ~~5.07.~~announced ~~Submission~~in ofa ~~Matters~~Current Report on Form 8-K filed on February 23, 2018, on February 20, 2018, Origo Acquisition Corporation (the “Company”) received written notice from The NASDAQ Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) determined to delist the Company’s securities and, as a ~~Vote~~result, trading of ~~Security~~the ~~Holders~~Company’s securities on Nasdaq was suspended effective with the open of business on Thursday, February 22, 2018, due to the Company’s non-compliance with certain requirements for continued listing on The Nasdaq Capital Market – as detailed below – and the Company’s failure to complete its proposed business combination with Hightimes Holding Corp. (“Hightimes”) and evidence compliance with all applicable requirements for initial listing on Nasdaq on or before February 19, 2018, which was the deadline previously set by the Panel.

OnThe Company ~~March~~subsequently ~~12,~~requested ~~2018,~~ a review of the ~~Company~~Panel’s ~~held~~decision anby ~~extraordinary~~the ~~general~~Nasdaq ~~meeting~~Listing ofand ~~shareholders~~Hearing Review Council (the “~~Meeting~~Listing Council”)., Atwhich request resulted in a stay of any formal delisting action by Nasdaq at least pending the ~~Meeting,~~ultimate outcome of the ~~Company~~Listing Council’s review and the expiration of all relevant review and appeal periods. The Company intends to continue ~~shareholders~~to ~~approved~~take ansuch ~~amendment~~action as necessary to maintain its Nasdaq listing (~~the~~notwithstanding ~~“Amendment”~~any suspension of trading on Nasdaq) and to obtain approval for the ~~Company’s~~listing ~~Amended~~of ~~and~~the ~~Restated~~combined ~~Memorandum~~entity on Nasdaq upon the consummation of the proposed business combination by and between the Company and ~~Articles~~Hightimes. ofIn ~~Association~~that regard, asat ~~amended~~an extraordinary general meeting of shareholders held on March 12, 2018, the Company’s shareholders approved extending the date by which the Company must consummate its initial business combination to through June 12, 2018. orGiven ~~such~~the ~~earlier~~Nasdaq ~~date~~trading assuspension, ~~determined~~trading byin the Company’s ~~board~~securities ofunder ~~directors~~the current trading symbols (~~the~~OACQF, OAQCF ~~“Extension~~and ~~Amendment”~~OACCF)~~. The~~ ~~final~~is ~~voting~~taking ~~results~~place ~~for~~in the ~~Extension~~over-the-counter, ~~Amendment~~OTC ~~were~~Markets assystem, ~~follows:~~at least pending the ultimate conclusion of the Nasdaq appeal process.

For	Against	Abstentions	Broker Non-Votes
2,877,494	20	0	0

As disclosed by the Company on August 28, 2017, on August 23, 2017, the Company received written notice from Nasdaq indicating that, based upon the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires an issuer listed on The Nasdaq Capital Market to evidence a minimum of 300 public holders, the Company’s securities would be subject to delisting unless the Company timely requested a hearing before the Panel. The Company requested such hearing, at which it presented its plan to file a new listing application for Hightimes, complete the proposed business combination, and thereby evidence the combined entity’s compliance with all requirements for initial listing on Nasdaq. The Panel subsequently granted the Company’s request for an extension through February 19, 2018 to complete such plan.

~~Shareholders~~Also, ~~holding~~as 28disclosed by the Company on December 8,~~801~~ ~~public~~2017, ~~shares~~on ~~exercised~~December ~~their~~4, ~~right~~2017, tothe ~~convert~~Company ~~such~~received ~~public~~written ~~shares~~notice ~~into~~from aNasdaq ~~pro~~indicating that ~~rata~~it ~~portion~~did ofnot satisfy Nasdaq Listing Rule 5620(a) (the ~~trust~~“Annual ~~account.~~Meeting AsRequirement”) because the Company did anot ~~result,~~timely hold an ~~aggregate~~annual ofmeeting ~~approximately~~for ~~$312~~the fiscal year ended November 30,~~000~~ (2016 on or ~~approximately~~before ~~$10~~November 30, 2017.80 ~~per~~The ~~share)~~notice ~~will~~indicated that bethe ~~removed~~Company’s ~~from~~non-compliance with the Annual Meeting Requirement could serve as an additional basis for the delisting of the Company’s ~~trust~~ ~~account~~securities from Nasdaq. The Company thereafter presented its plan to ~~pay~~evidence ~~such~~compliance ~~holders~~with the Annual Meeting Requirement promptly following the consummation of the proposed business combination with Hightimes and the filing of the requisite periodic reports, which would include the financial statements for the fiscal year ended November 30, 2017 (as required by SEC rules), with the Securities and Exchange Commission.

~~As indicated in the~~On ~~Company’s~~March ~~proxy statement relating to the Meeting~~27, ~~since the Extension Amendment was approved~~2018, the Company’s ~~management has~~received ~~agreed~~written tonotice ~~contribute~~from toNasdaq ~~the~~indicating ~~Company as a loan $0.04 for each public share~~ that it was not ~~converted,~~in ~~for~~compliance ~~each~~with ~~calendar~~Nasdaq ~~month~~Listing ~~(commencing~~Rule ~~on March 12~~IM-5101-2, ~~2018~~since ~~and on~~ the ~~12th~~Company ~~day~~had ofnot ~~each~~consummated ~~subsequent~~its ~~month),~~initial orbusiness ~~portion~~combination ~~thereof,~~within ~~that~~36 ismonths ~~needed~~of by the ~~Company~~effectiveness toof ~~complete~~its aIPO ~~business~~registration ~~combination from March 12~~statement, ~~2018~~which ~~until~~occurred ~~June~~on December 12, ~~2018,~~2014. toThe benotice ~~deposited~~indicated inthat ~~the~~this ~~Company’s~~matter ~~trust~~serves ~~account.~~as ~~Accordingly, the Company’s management will contribute~~ an ~~aggregate~~additional basis offor ~~approximately~~delisting ~~$65,000 (~~the ~~“Contribution”) to the~~ Company’s ~~within~~securities ~~seven calendar days~~ from ~~the~~Nasdaq ~~beginning~~and ofthat ~~each~~this ~~such~~matter ~~calendar~~will ~~month~~therefore ~~(or portion thereof), with the initial Contribution to~~ be ~~contributed~~considered by ~~March 19, 2018. If~~ the ~~Company takes the full time through June 12, 2018 to complete the initial business~~Listing ~~combination,~~Council ~~the~~in ~~conversion~~connection ~~amount~~with ~~per share at~~ the ~~meeting for such business combination or the~~ Company’s ~~subsequent liquidation will be approximately $10~~appeal.92 ~~per share.~~ The ~~amount~~Company ofintends ~~the Contribution will not bear interest and will be repayable by the Company~~ to ~~the~~address ~~lenders~~this ~~upon~~matter ~~consummation~~in ofits ~~an initial business combination~~appeal.

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number	Description
Dated: April 5, 2018	ORIGO ACQUISITION CORPORATION
3.1	Amendment to the Amended and Restated Memorandum and Articles of Association of the Company
	By:	/s/ Edward J. Fred
		Name: Edward J. Fred
		Title: Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 15, 2018	ORIGO ACQUISITION CORPORATION
	By:	/s/ Edward J. Fred
		Name: Edward J. Fred
		Title: Chief Executive Officer

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