UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)

(Mark
One)



☒   ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended November 30, 2017



☐   TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from ______________to ______________



Commission
File Number 001-36757



ORIGO
ACQUISITION CORPORATION

(Exact
Name of Registrant as Specified in Its Charter)



|Cayman
    Islands                                                 |  | N/A                                        
|------------------------------------------------------------------ |  | -------------------------------------------
|(State
    or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S.
    Employer Identification Number)



|708
    Third Avenue, New York, NY           |  | 10017         
|-------------------------------------------- |  | --------------
|(Address
    of Principal Executive Offices) |  | (Zip
    Code)



(212)
634-4512

(Registrant’s
Telephone Number, Including Area Code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class                                                                |  | Name
    of each exchange on which registered
|-------------------------------------------------------------------------------------- |  | ---------------------------------------------
|                                                                                       |  |                                              
|Ordinary
    Shares, par value $0.0001 per share                                       |  | The
    NASDAQ Stock Market LLC              
|                                                                                       |  |                                              
|Redeemable
    Warrants, each to purchase one half of one Ordinary Share               |  | The
    NASDAQ Stock Market LLC              
|                                                                                       |  |                                              
|Rights,
    each exchangeable into one tenth of one Ordinary Share                     |  | The
    NASDAQ Stock Market LLC              
|                                                                                       |  |                                              
|Units,
    each consisting of one Ordinary Share, one Redeemable Warrant and one Right |  | The
    NASDAQ Stock Market LLC              



Securities
registered pursuant to Section 12(g) of the Act:

None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐
  No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days. Yes ☒  No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒



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



|Large accelerated filer     | ☐                                                  | Accelerated filer         | ☐
|--------------------------- | -------------------------------------------------- | ------------------------- | -
|Non-accelerated
    filer   | ☐(Do
    not check if a smaller reporting company) | 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 13(a) of the Exchange
Act.  ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☒  No ☐



As
of January 30, 2018, there were 2,055,355 ordinary shares, $.0001 par value per share, outstanding.



Documents
Incorporated by Reference



NONE.











EXPLANATORY
NOTE



Origo
Acquisition Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to
its Annual Report on Form 10-K for the fiscal year ended November 30, 2017 (the “Form 10-K”), originally filed with
the Securities and Exchange Commission (the “SEC”) on January 30, 2018, for the limited purposes of (i) including
a reference in the Form 10-K to Part IV, Item 16, and (ii) to update the date of the Report of Independent Registered Public Accounting
Firm appearing on page F-2 of the Form 10-K from “January 29, 2018” to “January 30, 2018”.



This
Amendment does not amend or otherwise update any other information in the Form 10-K. Accordingly, this Amendment should be read
in conjunction with the Form 10-K, as well as with the Company’s other filings with the SEC.











PART
IV



ITEM
16. FORM 10-K SUMMARY.



The
Company opts out of providing this information.











ORIGO ACQUISITION CORPORATION



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                | Page
|--------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                |     
|Report of Independent Registered Public Accounting Firm                                                         | F-2 
|                                                                                                                |     
|Consolidated Balance Sheets as of November 30, 2017 and 2016                                                    | F-3 
|                                                                                                                |     
|Consolidated Statements of Operations for the fiscal years ended November 30, 2017 and 2016                     | F-4 
|                                                                                                                |     
|Consolidated Statement of Changes in Shareholders’ Equity for the fiscal years ended November 30, 2017 and 2016 | F-5 
|                                                                                                                |     
|Consolidated Statements of Cash Flows for the fiscal years ended November 30, 2017 and 2016                     | F-6 
|                                                                                                                |     
|Notes to Consolidated Financial Statements                                                                      | F-7 



F-1









REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the Audit Committee of the

Board of Directors and Shareholders

of Origo Acquisition Corporation



We have audited the accompanying
consolidated balance sheets of Origo Acquisition Corporation (the “Company”) as of November 30, 2017 and 2016, and
the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial
statements referred to above present fairly, in all material respects, the consolidated financial position of Origo Acquisition
Corporation , as of November 30, 2017 and 2016, and the results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of America.



The accompanying financial
statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans and
is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial
statements. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.



/s/ Marcum llp

Marcum llp

New York, NY

January 30, 2018







F-2









ORIGO ACQUISITION CORPORATION



CONSOLIDATED BALANCE SHEETS





|                                                                                                                                                                                                                                                                               |  | As of November 30, |           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ----------
|                                                                                                                                                                                                                                                                               |  | 2017               |           
|Assets                                                                                                                                                                                                                                                                         |  |                    |           
|Current assets                                                                                                                                                                                                                                                                 |  |                    |           
|Cash and cash equivalents                                                                                                                                                                                                                                                      |  | $                  | 8,453     
|Prepaid expenses and other assets                                                                                                                                                                                                                                              |  |                    | 8,963     
|Total current assets                                                                                                                                                                                                                                                           |  |                    | 17,416    
|Cash and marketable securities held in Trust Account                                                                                                                                                                                                                           |  |                    | 17,616,785
|Total Assets                                                                                                                                                                                                                                                                   |  | $                  | 17,634,201
|                                                                                                                                                                                                                                                                               |  |                    |           
|Liabilities and Shareholders’ Equity                                                                                                                                                                                                                                           |  |                    |           
|                                                                                                                                                                                                                                                                               |  |                    |           
|Current Liabilities:                                                                                                                                                                                                                                                           |  |                    |           
|Accounts payable                                                                                                                                                                                                                                                               |  | $                  | 332,294   
|Accounts payable - related party                                                                                                                                                                                                                                               |  |                    | 7,715     
|Accrued interest - related party                                                                                                                                                                                                                                               |  |                    | 87,335    
|Notes payable - related parties                                                                                                                                                                                                                                                |  |                    | 2,310,830 
|Total Current Liabilities                                                                                                                                                                                                                                                      |  |                    | 2,738,174 
|                                                                                                                                                                                                                                                                               |  |                    |           
|Commitments                                                                                                                                                                                                                                                                    |  |                    |           
|Ordinary shares subject to possible conversion, $.0001 par value; 922,276 and 2,533,704 shares at conversion value at November 30, 2017 and 2016, respectively                                                                                                                 |  |                    | 9,896,021 
|                                                                                                                                                                                                                                                                               |  |                    |           
|Shareholders’ Equity:                                                                                                                                                                                                                                                          |  |                    |           
|Preferred shares, $.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at November 30, 2017 and 2016, respectively                                                                                                                                  |  |                    | —         
|Ordinary shares, $.0001 par value; 100,000,000 shares authorized; 2,055,355 and 1,947,895 shares issued and outstanding at November 30, 2017 and 2016, respectively (excluding 922,276 and 2,533,704 shares subject to conversion at November 30, 2017 and 2016, respectively) |  |                    | 205       
|Additional paid-in capital                                                                                                                                                                                                                                                     |  |                    | 6,723,403 
|Accumulated deficit                                                                                                                                                                                                                                                            |  |                    | (1,723,602
|Total Shareholders’ Equity                                                                                                                                                                                                                                                     |  |                    | 5,000,006 
|Total Liabilities and Shareholders’ Equity                                                                                                                                                                                                                                     |  | $                  | 17,634,201





The accompanying notes are an integral part of these consolidated financial statements.





F-3









ORIGO ACQUISITION CORPORATION



CONSOLIDATED  STATEMENTS OF OPERATIONS





|                                                           |  | For the years ended November 30, |          
|---------------------------------------------------------- |  | -------------------------------- | ---------
|                                                           |  | 2017                             |          
|Operating costs                                            |  | $                                | 670,115  
|Operating cost - related party                             |  |                                  | —        
|Loss from operations                                       |  |                                  | (670,115 
|                                                           |  |                                  |          
|Other income (expense):                                    |  |                                  |          
|Interest income                                            |  |                                  | 142,566  
|Interest expense                                           |  |                                  | (87,335  
|Total other income (expense)                               |  |                                  | 55,231   
|Net loss                                                   |  | $                                | (614,884 
|                                                           |  |                                  |          
|Basic and diluted net loss per ordinary share              |  | $                                | (0.31    
|                                                           |  |                                  |          
|Weighted average shares outstanding, basic and diluted (1) |  |                                  | 2,001,426







(1) This number excludes an aggregate of up to 922,276 and 2,533,704 shares subject to conversion at November 30, 2017 and 2016, respectively



The accompanying notes are an integral part of these consolidated financial statements.





F-4











ORIGO ACQUISITION CORPORATION



CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’
EQUITY







|                                                                             |  |                 |           |  |         |   |     | Additional  |  |   |               |  |  | Total  |           
|---------------------------------------------------------------------------- |  | --------------- | --------- |  | ------- | - | --- | ----------- |  | - | ------------- |  |  | ------ | ----------
|                                                                             |  | Ordinary Shares |           |  | Paid-In |   |     | Accumulated |  |   | Shareholders’ | 
|                                                                             |  | Shares          |           |  | Amount  |   |     | Capital     |  |   | Deficit       |  |  | Equity |           
|Balance - November 30, 2015                                                  |  |                 | 1,847,961 |  |         | $ | 185 |             |  | $ | 5,392,341     |  |  | $      | (392,525  
|Conversion of accounts payable - related party to additional paid in capital |  |                 | —         |  |         |   | —   |             |  |   | 175,000       |  |  |        | —         
|Ordinary shares subject to possible conversion                               |  |                 | 99,934    |  |         |   | 10  |             |  |   | 541,191       |  |  |        | —         
|Net loss                                                                     |  |                 | —         |  |         |   | —   |             |  |   | —             |  |  |        | (716,193  
|Balance - November 30, 2016                                                  |  |                 | 1,947,895 |  |         | $ | 195 |             |  | $ | 6,108,532     |  |  | $      | (1,108,718
|Ordinary shares subject to possible conversion                               |  |                 | 107,460   |  |         |   | 10  |             |  |   | 614,871       |  |  |        | —         
|Net loss                                                                     |  |                 | —         |  |         |   | —   |             |  |   | —             |  |  |        | (614,884  
|Balance - November 30, 2017                                                  |  |                 | 2,055,355 |  |         | $ | 205 |             |  | $ | 6,723,403     |  |  | $      | (1,723,602







The accompanying notes are an integral part of these consolidated financial statements.





F-5

















ORIGO ACQUISITION CORPORATION



CONSOLIDATED STATEMENT OF CASH FLOWS





|                                                                                    |  | For the years ended November 30, |            
|----------------------------------------------------------------------------------- |  | -------------------------------- | -----------
|                                                                                    |  | 2017                             |            
|Cash Flows from Operating Activities                                                |  |                                  |            
|Net loss                                                                            |  | $                                | (614,884   
|Adjustments to reconcile net loss to net cash used in operating activities:         |  |                                  |            
|Interest income in cash and marketable securities held in Trust Account             |  |                                  | (142,566   
|Changes in operating assets and liabilities:                                        |  |                                  |            
|Prepaid expenses                                                                    |  |                                  | 2,101      
|Accounts payable                                                                    |  |                                  | 146,239    
|Accounts payable - related party                                                    |  |                                  | —          
|Accrued interest - related party                                                    |  |                                  | 87,335     
|Net cash used in operating activities                                               |  |                                  | (521,775   
|                                                                                    |  |                                  |            
|Cash Flows from Investing Activities                                                |  |                                  |            
|Principal deposited in Trust Account                                                |  |                                  | (682,208   
|Interest released from Trust Account                                                |  |                                  | 147,010    
|Withdrawal from Trust Account upon redemption                                       |  |                                  | 15,839,620 
|Net cash provided by investing activities                                           |  |                                  | 15,304,422 
|                                                                                    |  |                                  |            
|Cash Flows from Financing Activities                                                |  |                                  |            
|Proceeds from note payable to related parties                                       |  |                                  | 968,165    
|Repayment of note payable to related parties                                        |  |                                  | —          
|Redemption of ordinary shares                                                       |  |                                  | (15,839,620
|Net
    cash used in financing activities                                           |  |                                  | (14,871,455
|                                                                                    |  |                                  |            
|Net (decrease) increase in cash and cash equivalents                                |  |                                  | (88,808    
|                                                                                    |  |                                  |            
|Cash and cash equivalents - beginning                                               |  |                                  | 97,261     
|                                                                                    |  |                                  |            
|Cash and cash equivalents - ending                                                  |  | $                                | 8,453      
|                                                                                    |  |                                  |            
|Supplemental disclosure of noncash investing and financing activities:              |  |                                  |            
|Change in value of ordinary shares subject to possible conversion                   |  | $                                | 614,881    
|Proceeds under notes payable deposited directly to Trust Account by related parties |  | $                                | 50,000     
|Conversion of accounts payable - related party to additional paid in capital        |  | $                                | —          







The accompanying notes are an integral part of these consolidated financial statements.





F-6







ORIGO ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note
1 - Organization, Plan of Business Operations



Origo
Acquisition Corporation, formerly known as CB Pharma Acquisition Corp. (the “Company”), was incorporated in the Cayman
Islands 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 (a
“Business Combination”). The Company’s effort to identify a prospective target business is not limited to a
particular industry or geographic region of the world.



All
activity through November 30, 2017 relates to the Company’s formation, the initial public offering (“Initial Public
Offering”) and a search for a Business Combination candidate. The Company is an early stage and emerging growth company
and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.





The registration statement
for the Company’s Initial Public Offering was declared effective on December 12, 2014. The Company consummated the Initial
Public Offering of 4,000,000 units (“Units”) at $10.00 per Unit on December 17, 2014, generating gross proceeds of
$40 million (Note 3). On December 24, 2014, the Company consummated the closing of the sale of 200,000 additional Units upon receiving
notice of EarlyBirdCapital, Inc.’s (“EBC”), the representative of the underwriters in the Initial Public Offering
election to exercise its over-allotment option, generating an additional gross proceeds of approximately $2 million (“Over-allotment”).





Simultaneously
with the closing of the Initial Public Offering and the Over-allotment, the Company consummated the private placement (“Private
Placement”) selling 286,000 units (“Private Placement Units”) at a price of $10.00 per Unit, to Fortress Biotech,
Inc. (“Fortress”), formerly known as Coronado Biosciences, Inc., an affiliate of the Company’s former executive
officers and the holder of a majority of the Company’s Ordinary Shares prior to the Initial Public Offering, and EBC, generating
an aggregate of $2.86 million in gross proceeds (Note 4).



An
aggregate amount of approximately $42.85 million (approximately $10.20 per Unit) from the net proceeds of the sale of the Units
in the Initial Public Offering, the Over-Allotment, and the Private Placement Units, net of fees of approximately $1.84 million
associated with the Initial Public Offering, inclusive of approximately $1.37 million of underwriting fees, was placed in a trust
account (“Trust Account”) immediately after the sales and invested in U.S. government treasury bills. In connection
with the Initial Extension, Second Extension, Third Extension, and Fourth Extension as discussed below, an aggregate of approximately
$10.76 million, $380,600, $11.8 million, and $3.7 million was removed from the Trust Account in June 2016, December 2016, March
2017 and September 2017, respectively, to fund conversions of ordinary shares. In addition, the Company’s management deposited
an aggregate of approximately $682,000 in the Trust Account to increase the conversion amount per share in any subsequent Business
Combination or liquidation out of loans from the new management and EBC during the year ended November 30, 2017. Subsequent to
November 30, 2017, the Company deposited an addition of approximately $82,000 to the Trust Account.





The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private
Placement, although substantially all of the remaining net proceeds are intended to be applied to consummating a Business Combination.





On
June 10, 2016, the Company held an extraordinary general meeting of shareholders (the “June Meeting”). At the June
Meeting, the shareholders approved each of the following items: (i) an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association (the “Charter”) to extend the date by which the Company has to consummate a business combination
(“Liquidation Date”) from June 12, 2016 to December 12, 2016 (the “Initial Extension”), (ii) an amendment
to the Charter to allow the holders of the Company’s ordinary shares issued in the Company’s Initial Public Offering
to elect to convert their Public Shares (as defined below) into their pro rata portion of the funds held in the Trust Account,
and (iii) to change the Company’s name from “CB Pharma Acquisition Corp.” to “Origo Acquisition Corporation”.



In
connection with the Initial Extension, effective as of June 10, 2016, (i) each of Lindsay A. Rosenwald, Michael Weiss, George
Avgerinos, Adam J. Chill, Arthur A. Kornbluth and Neil Herskowitz resigned from his position as an officer and/or director of
the Company and (ii) Edward J. Fred and Jose M. Aldeanueva were appointed as Chief Executive Officer and President and Chief Financial
Officer, Secretary and Treasurer, respectively, of the Company and Edward J. Fred, Jose M. Aldeanueva, Stephen Pudles, Jeffrey
J. Gutovich and Barry Rodgers became directors of the Company. On May 20, 2016, the Initial Shares (as defined below) were transferred
to the new management in connection with the resignation of the then-officers and directors of the Company upon the consummation
of the Initial Extension.



At
the June Meeting, shareholders holding 1,054,401 Public Shares exercised their right to convert such Public Shares into a pro
rata portion of the funds in the Trust Account. As a result, an aggregate of approximately $10.76 million (or approximately $10.20
per share) was removed from the Trust Account to pay such holders. In connection with the Initial Extension, the new management
of the Company provided a loan to the Company of $0.20 for each Public Share that was not converted, for an aggregate amount of
approximately $629,000, which was deposited in the Trust Account.





F-7











ORIGO ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



On
December 12, 2016, the Company held its annual general meeting of shareholders (the “December 2016 Meeting”). At the
December Meeting, the shareholders approved for an amendment to extend the Liquidation Date from December 12, 2016 to March 12,
2017 (the “Second Extension”). At the meeting, shareholders holding 36,594 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 $380,600
(or approximately $10.40 per share) was removed from the Trust Account in December 2016 to pay such shareholders. In connection
with the Second Extension, the Company’s management provided a loan to the Company for an aggregate amount of $320,000,
of which an aggregate of approximately $311,000, or $0.10 for each Public Share that was not converted, was deposited in the Trust
Account to increase the conversion amount per share in any subsequent Business Combination or liquidation to approximately $10.50
per share.





On March 10, 2017, the Company
held another extraordinary general meeting of shareholders (the “March Meeting”) and requested shareholders’
approval to extend the Liquidation Date from March 12, 2017 to September 12, 2017 (the “Third Extension”). At the
March Meeting, shareholders holding 1,123,568 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 $11.8 million (or approximately $10.50 per share)
was removed from the Trust Account in March 2017 to pay such shareholders. In connection with the Third Extension, the Company’s
management agreed to provide a loan to the Company for $0.025 for each Public Share that was not converted, or approximately $50,000,
for each calendar month (commencing on March 12, 2017 and on the 12th day of each subsequent month), or portion thereof, to be
deposited in the Company’s Trust Account. The loan did not bear interest and will be repayable by the Company to the lenders
upon consummation of an initial Business Combination.



On
September 11, 2017, the Company held another extraordinary general meeting of shareholders (the “September Meeting”)
and requested shareholders’ approval to extend the Liquidation Date from September 12, 2017 to March 12, 2018 (the “Fourth
Extension”). Under Cayman Islands law, all the amendments to the Charter took effect upon their approval. Accordingly, the
Company now has until March 12, 2018 to consummate an initial Business Combination. 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. In connection with the Fourth Extension, the Company’s management agreed to
provide a loan to the Company for $0.025 for each Public Share that was not converted for each calendar month (commencing on September
12, 2017 and on the 12th day of each subsequent month), or portion thereof, to be deposited in the Company’s Trust Account.
If the Company takes the full time through March 12, 2018 to complete the initial Business Combination, the conversion amount
per share at the meeting for such Business Combination or the Company’s subsequent liquidation will be approximately $10.80
per share. The loan will not bear interest and will be repayable by the Company to the lenders upon consummation of an initial
Business Combination.



During
the year ended November 30, 2017, the Company issued promissory notes to the new management and EBC for an aggregate of $361,590
and $211,575, respectively. The loans are unsecured and non-interest bearing and are due upon consummation of a Business Combination.



The
Company’s current Chief Executive Officer has agreed that he will be personally liable under certain circumstances to ensure
that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are
owed money by the Company for service rendered, contracted for or products sold to the Company. However, such officer may not
be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used
to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative
expenses. In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income
or other tax obligations, and working capital requirements. With these exceptions, expenses incurred by the Company may be paid
prior to a Business Combination only from the net proceeds of the Initial Public Offering not held in the Trust Account; provided,
however, that in order to meet its working capital needs following the consummation of the Initial Public Offering, the Company’s
shareholders prior to the Initial Public Offering, including their subsequent transferees (collectively the “Initial Shareholders”),
officers and directors or their affiliates (including Fortress) may, but are not obligated to, loan the Company funds, from time
to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory
note. The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest,
unless otherwise provided, or, at the lender’s discretion, converted upon consummation of the Company’s Business Combination
into additional Private Placement Units at a price of $10.00 per Unit. If the Company does not complete a Business Combination,
the loans would not be repaid.



The
Company will either seek shareholder approval of any Business Combination at a meeting called for such purpose at which holders
of the outstanding Ordinary Shares sold in the Initial Public Offering (“Public Shareholders”) may seek to convert
such shares (“Public Shares”) into their pro rata share of the aggregate amount then on deposit in the Trust Account,
less any taxes then due but not yet paid, or provide Public Shareholders with the opportunity to sell their Public Shares to the
Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the
Trust Account, less any taxes then due but not yet paid. The Company will proceed with a Business Combination only if it will
have net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, solely if shareholder approval
is sought, a majority of the outstanding Ordinary Shares of the Company voted, are voted in favor of the Business Combination.
Notwithstanding the foregoing, 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 conversion
rights with respect to 30% or more of the Ordinary Shares sold in the Initial Public Offering. Accordingly, all shares purchased
by a holder in excess of 30% of the shares sold in the Initial Public Offering will not be converted to cash. In connection with
any shareholder vote required to approve any Business Combination, the Initial Shareholders have agreed (i) to vote any of their
respective shares, including the 1,050,000 Ordinary Shares issued in connection with the organization of the Company (the “Initial
Shares”), in favor of the initial Business Combination and (ii) not to convert such respective shares into a pro rata portion
of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in.



F-8











ORIGO ACQUISITION CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



If
the Company has not completed a Business Combination by March 12, 2018, pursuant to the amended Charter, it will trigger the automatic
liquidation of the Trust Account and the voluntary liquidation of the Company. If the Company is required to liquidate, Public
Shareholders are entitled to share ratably in the Trust Account, including any interest, and any net assets remaining available
for distribution to them after payment of liabilities. The Initial Shareholders have agreed to waive their rights to share in
any distribution with respect to their Initial Shares.





On December 19, 2016,
the Company entered into a Merger Agreement (the “Merger Agreement”) with Aina Le’a Inc., a Delaware corporation
(“Aina Le’a”), Aina Le’a Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Aina
Le’a (“Merger Sub”), and Jose Aldeanueva, in the capacity as the representative for the stockholders of the
Company and their successors and assign (the “OAC Representative”).



On
February 17, 2017, the Company sent a letter (the “Termination Letter”) to Aina Le’a to terminate the Merger
Agreement (1) pursuant to Sections 8.1(e) of the Merger Agreement because Aina Le’a breached the non-solicitation covenant
contained in Section 5.7 of the Merger Agreement and (2) pursuant to Section 8.1(f) because there has been a Material Adverse
Effect on Aina Le’a which is uncured and continuing. In addition, the Company provided notice of additional breaches by
Aina Le’a of the Merger Agreement based on information available to the Company as of the date of the Termination Letter,
including, among others, breaches of the following provisions: Section 5.1(a) (by failing to give the Company and its representatives
access to requested information about Aina Le’a and its operations, including without limitation Aina Le’a’s
ongoing financing activities), Section 5.8(iv) (failure to provide prompt notice of the filing of a foreclosure action on a parcel
of land material to the initial phase of Aina Le’a’s development project), Section 5.8(v) (failure to provide prompt
notice of the filing of a foreclosure action on a parcel of land material to the initial phase of Aina Le’a’s development
project), Sections 5.9 and 5.11 (Aina Le’a’s failure to use commercially reasonable efforts and to cooperate fully
with the Company and its representatives to prepare and file the Registration Statement). The Termination Letter served as a notice
to cure with respect to these provision to the extent required by Section 8.1(e) of the Merger Agreement. However, the Company
did not believe these breaches were curable and therefore the Termination Letter terminated the Merger Agreement immediately as
of February 17, 2017.



On
February 22, 2017, the Company sent to Aina Le’a a supplement to the Termination Letter (the “Supplement”).
The Supplement noted that Aina Le’a’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 (“From
10-Q”), which was filed on February 21, 2017, inaccurately described the Termination Letter. Furthermore, the Supplement
indicated that the Form10-Q contained further information that the Company believes demonstrated that a Material Adverse Effect
had occurred on Aina Le’a’s business and was continuing. The Supplement further reiterated that the termination of
the Merger Agreement was effective as of the date of the Termination Letter.





On July 24, 2017, the
Company entered into a merger agreement, which was later amended on September 27, 2017 (the “HTH 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”). Pursuant to the HTH Merger Agreement,
subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the HTH Merger Agreement
(the “Closing”), the Company will merge with and into Merger Sub, with
Merger Sub continuing as the surviving entity (the “Merger”). As a result of the consummation of the Merger, the
Company will cease to exist and the holders of the Company’s equity securities and warrants, options and rights to
acquire or convert into the Company’s equity securities will convert into the successor’s equity securities and warrants,
options and rights to acquire or convert into the successor’s equity securities (see Note 8). The
Company’s board of directors has approved the HTH Merger Agreement.







F-9











ORIGO ACQUISITION CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Going
Concern



The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which
contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.
As of November 30, 2017, the Company had approximately $8,000 in cash and cash equivalents, approximately $56,000 in interest
income available to the Company for working capital purposes from the Company’s investments in the Trust account, and a
working capital deficit of approximately $2.7 million. Further, the Company has incurred and expects to continue to incur significant
costs in pursuit of its acquisition plans. Based on the foregoing, the Company 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, the Company may need to obtain additional financing in order to meet its obligations. The Company
cannot be certain that additional funding will be available on acceptable terms, or at all. The Company’s plans to raise
capital or to consummate the initial Business Combination may not be successful. These matters, among others, raise substantial
doubt about the Company’s ability to continue as a going concern.



The accompanying consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to continue as a going concern.



Note
2 - Significant Accounting Policies





Principles of Consolidation





The consolidated financial
statements include the Company’s accounts and those of its wholly-owned subsidiaries. All material intercompany transactions
and balances have been eliminated in the accompanying consolidated financial statements.







Basis
of Presentation





The accompanying consolidated
financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted
in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of
the U.S. Securities and Exchange Commission (the “SEC”).





Emerging
Growth Company



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 of 1933, as amended (“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. The Company 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, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.



Cash
and Cash Equivalents



The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.



Cash
and Marketable Securities Held in Trust Account



The
amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering, net of amounts removed
from the Trust Account for conversions (see Note 1) and are classified as restricted assets since such amounts can only be used
by the Company in connection with the consummation of a Business Combination. As of November 30, 2017, cash and marketable securities,
which are classified as trading securities, held in the Trust Account consisted of approximately $17.6 million in U.S. Treasury
Bills. At November 30, 2017, there was approximately $56,000 of interest income held in the Trust Account available to be released
to the Company.



Ordinary
Shares Subject to Possible Conversion



The
Company accounts for its Ordinary Shares subject to possible conversion in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary Shares subject to mandatory
conversion (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary
Shares (including Ordinary Shares that features conversion rights that are either within the control of the holder or subject
to conversion upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary
equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Ordinary Shares
features certain conversion rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events. Accordingly, Ordinary Shares subject to possible conversion at conversion value are presented as temporary
equity, outside of the shareholders’ equity section of the Company’s balance sheet.





F-10









ORIGO ACQUISITION CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Concentration
of Credit Risk



Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. At November 30, 2017, the Company had not experienced
losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.



Fair
Value of Financial Instruments



The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily
due to their short-term nature.



Net
Loss per Share



Loss
per share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the period. An
aggregate of 922,276 and 2,533,704 Ordinary Shares subject to possible conversion at November 30, 2017 and 2016, respectively,
have been excluded from the calculation of basic loss per Ordinary Share since such Ordinary Shares, if redeemed, only participate
in their pro rata share of the earnings in the Trust Account. The Company has not considered the effect of (i) warrants sold in
the Public Offering and Private Placement to purchase 2,243,000 Ordinary Shares of the Company, (ii) rights to acquire 448,600
Ordinary Shares of the Company and (iii) 400,000 Ordinary Shares, warrants to purchase 200,000 Ordinary Shares and rights to acquire
40,000 Ordinary Shares included in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share,
since the exercise of the unit purchase option and warrants as well as the conversion of rights is contingent on the occurrence
of future events.



Use
of Estimates



The preparation of consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.



Income Taxes



The Company accounts for income taxes under FASB
ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the
expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation
allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.



ASC 740 also clarifies the accounting for uncertainty in income
taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those
benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
no unrecognized tax benefits as of December 31, 2017. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position.



There is currently no taxation imposed on
income by the Government of the Cayman Islands.





Recent
Accounting Pronouncements





Management does not believe
that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect
on the accompanying consolidated financial statements.





F-11









ORIGO ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note
3 - Initial Public Offering



In
December 2014, the Company consummated the Initial Public Offering and the Over-allotment of 4,200,000 Units. Each Unit consists
of one ordinary share, $.0001 par value per share (“Ordinary Share”), one right (“Right”) to receive one-tenth
of one Ordinary Share upon consummation of the Company’s initial Business Combination and one warrant entitling the holder
to purchase one-half of one Ordinary Share (“Warrant”). The Units were sold at an offering price of $10.00 per Unit,
generating gross proceeds of $42,000,000. Each Warrant entitles the holder to purchase one-half of one Ordinary Share at a price
of $11.50 per full Ordinary Share commencing upon the Company’s completion of its initial Business Combination, and expiring
five years from the completion of the Company’s initial Business Combination. The Company will not issue fractional shares.
As a result, investors must exercise Warrants in multiples of two Warrants in whole and not in part, at a price of $11.50 per
full share, subject to adjustment, to validly exercise the Warrants. The Company may redeem the Warrants at a price of $0.01 per
Warrant upon 30 days’ notice, only in the event that the last sale price of the Ordinary Shares is at least $24.00 per share
for any 20 trading days within a 30-trading day period (“30-Day Trading Period”) ending on the third day prior to
the date on which notice of redemption is given, provided there is a current registration statement in effect with respect to
the Ordinary Shares underlying such Warrants commencing five business days prior to the 30-Day Trading Period and continuing each
day thereafter until the date of redemption. If the Company redeems the Warrants as described above, management will have the
option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In accordance with the
warrant agreement relating to the Warrants issued in the Initial Public Offering the Company is only required to use its best
efforts to maintain the effectiveness of the registration statement covering the Warrants. If a registration statement is not
effective within 90 days following the consummation of a Business Combination, Warrant holders may, until such time as there is
an effective registration statement and during any period when the Company shall have failed to maintain an effective registration
statement, exercise Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act
of 1933, as amended. In the event that a registration statement is not effective at the time of exercise or no exemption is available
for a cashless exercise, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and in no event (whether
in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the Warrant
exercise. Additionally, in no event will the Company be required to net cash settle the Rights. If an initial Business Combination
is not consummated, the Rights and Warrants will expire and will be worthless.



Note
4 - Private Placement



Simultaneously
with the consummation of the Initial Public Offering and the Over-allotment, the Company consummated the Private Placement of
286,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $2.86 million. Of
the Private Placement Units, 265,000 were purchased by an Initial Shareholder that was an affiliate of the Company’s former
executive officers and 21,000 were purchased by EBC, the representative of the underwriters of the Initial Public Offering. The
Private Placement Units are identical to the Units sold in the Initial Public Offering, except the warrants included in the Private
Placement Units will be non-redeemable, may be exercised on a cashless basis and may be exercisable for unregistered Ordinary
Shares if the prospectus relating to the Ordinary Shares issuable upon exercise of the Warrants is not current and effective,
in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The holders of the
Private Placement Units have agreed (A) to vote the Ordinary Shares included in the Private Placement Units (“Private Shares”)
in favor of any initial Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s amended
and restated memorandum and articles of association with respect to the Company’s pre-Business Combination activities prior
to the consummation of such a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity
to convert their Public Shares into the right to receive cash from the Company’s Trust Account in connection with any such
vote, (C) not to convert any Private Shares into the right to receive cash from the Trust Account in connection with a shareholder
vote to approve the Company’s initial Business Combination or a vote to amend the provisions of the Company’s amended
and restated memorandum and articles of association relating to shareholders’ rights or pre-Business Combination activity
and (D) that such Private Shares shall not participate in any liquidating distribution upon winding up if a Business Combination
is not consummated within the required time period. Additionally, the purchasers have agreed not to transfer, assign or sell any
of the Private Placement Units (except to certain permitted transferees) until the completion of the Company’s initial Business
Combination. The holders have agreed not to sell their shares to the Company in any tender offer in connection with the initial
Business Combination.



Note
5 - Related Party Transactions



Initial
Shares



In
August 2014, the Company issued 1,150,000 Initial Shares to the Initial Shareholders for an aggregate purchase price of $25,000.
The Initial Shares included an aggregate of up to 150,000 shares subject to compulsory repurchase for an aggregate purchase price
of $0.01 to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial
Shareholders would collectively own 20.0% of issued and outstanding shares after the Initial Public Offering (excluding the sale
of the Private Placement Units). On December 18, 2014, EBC notified the Company that it had elected to exercise a portion of the
over-allotment option for 200,000 additional units at $10.00 per unit for an additional $2,000,000. The partial exercise resulted
in a reduction of 50,000 Ordinary Shares subject to compulsory repurchase resulting in a total of 100,000 Ordinary Shares being
repurchased for an aggregate amount of $0.01 on January 5, 2015. On May 20, 2016, the Initial Shares were transferred to the new
management in connection with the resignation of the then-officers and directors of the Company upon the consummation of the Initial
Extension.





F-12









ORIGO ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The
Initial Shares are identical to the Ordinary Shares included in the Units sold in the Initial Public Offering. However, the holders
of the Initial Shares have agreed (A) to vote their Initial Shares (as well as any shares acquired after the Initial Public Offering)
in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the amended and restated
memorandum and articles of association with respect to pre-Business Combination activities prior to the consummation of such a
Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to convert their Public Shares
into the right to receive cash from the Trust Account in connection with any such vote, (C) not to convert any Initial Shares
(as well as any other shares acquired after the Initial Public Offering) into the right to receive cash from the Trust Account
in connection with a shareholder vote to approve a proposed initial Business Combination (or sell any shares they hold to the
Company in a tender offer in connection with a proposed initial Business Combination) or a vote to amend the provisions of the
amended and restated memorandum and articles of association relating to shareholders’ rights or pre-Business Combination
activity and (D) that the Initial Shares shall not participate in any liquidating distribution upon winding up if a Business Combination
is not consummated. Additionally, the Initial Shareholders have agreed not to transfer, assign or sell any of the Initial Shares
(except to certain permitted transferees) until (1) with respect to 50% of the Initial Shares, the earlier of one year after the
date of the consummation of initial Business Combination and the date on which the closing price of Ordinary Shares equals or
exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period commencing after initial Business Combination and (2) with respect to the remaining 50%
of the Initial Shares, one year after the date of the consummation of initial Business Combination, or earlier, in either case,
if, subsequent to initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar
transaction which results in all of shareholders having the right to exchange their Ordinary Shares for cash, securities or other
property.



Loans
from Related Party



Convertible
Notes



As
of November 30, 2017 and November 30, 2016, the Company had an aggregate of $325,000 in convertible promissory notes to Fortress
outstanding. The loans are unsecured and non-interest bearing and are due upon consummation of a Business Combination. The holder
has agreed to convert the principal balance of $325,000 in convertible promissory notes into 32,500 Units at a price of $10.00
per Unit upon consummation of a Business Combination. The terms of the units into which the convertible promissory note will convert
will be identical to the Private Placement Units.



As
of November 30, 2016, the Company had an aggregate of $967,665 in convertible promissory notes (“Note”) to the new
management outstanding. In December 2016 and January 2017, the new management loaned the Company an addition of $320,000 and $125,000,
respectively, and amended the note in December 2016 and January 2017, pursuant to which: (i) the principal balance of the note
was increased to $1,412,665, and (ii) the note will accrue interest, retroactively from its date of issuance in June 2016, at
a rate of 13% per annum up to a maximum of $87,335 in interest, which interest will be payable on the due date for payment of
the principal of the Note. As of November 30, 2017, the Note remained outstanding, and the amount of accrued interest that was
owed under the Note was $87,335.



The
note was unsecured and payable at the consummation of a Business Combination. Upon consummation of a Business Combination, up
to $175,000 of the principal balance of such note may be converted, at the holders’ option, into Units at a price of $10.00
per Unit. The terms of the units into which the convertible promissory note will convert will be identical to the Private Placement
Units. If new management converts the entire $175,000 of the principal balance of the note, they would receive 17,500 Units.



Notes
Payable



During
the year ended November 30, 2017, the new management and EBC loaned the Company an aggregate of $361,590 and $211,575, respectively.
The loans are unsecured and non-interest bearing and are due upon consummation of a Business Combination.



If
a Business Combination is not consummated, the convertible notes and notes payable owed to Fortress, the new management and EBC
will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven, except to the extent that the
Company had funds available to it outside of the Trust Account.



Administrative
Service Fee



Commencing
on December 12, 2014, the Company had agreed to pay an Initial Shareholder a monthly fee of $10,000 for general and administrative
services. As of May 19, 2016, amount due to such Initial Shareholder was approximately $183,000; of which approximately $175,000
represents the accrued service fee and $7,715 represents invoices of the Company paid by such Initial Shareholder. On May 20,
2016, this arrangement was terminated, and such Initial Shareholder agreed to convert all amounts owed under such arrangement,
or $175,000, to capital.





F-13









ORIGO ACQUISITION CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS







Note
6 - Commitments and Contingencies



Underwriting
Agreement



On
December 12, 2014, the Company entered into an agreement with EBC (“Underwriting Agreement”). The Underwriting Agreement
required the Company to pay an underwriting discount of 3.25% of the gross proceeds of the Initial Public Offering as an underwriting
discount. The Company has further engaged EBC to assist the Company with its initial Business Combination. Pursuant to this arrangement,
the Company anticipates that the underwriter will assist the Company in holding meetings with shareholders to discuss the potential
Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested
in purchasing the Company’s securities, assist the Company in obtaining shareholder approval for the Business Combination
and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed
to pay EBC a cash fee of 4% of the gross proceeds of the Initial Public Offering (or $1.68 million) for such services upon the
consummation of its initial Business Combination (exclusive of any applicable finders’ fees which might become payable).
The Company is not obligated to pay the 4% fee if no business combination is consummated.



Other
agreements



In
August 2016, the Company entered into an agreement with a legal firm to assist the Company with a potential business combination
and related securities and corporate work. The agreement called for a retainer of $37,500 and the Company has agreed to pay a
portion of the invoices and the payment of the remaining amount will be deferred until the consummation of the Business Combination.



In
December 2016, the Company entered into an agreement with a consultant for investor relations services. The agreement called for
an initial payment of $13,000, and a deferred monthly fee of $8,000 until the consummation of the Business Combination. The Company
agreed to pay the consultant all of the deferred fees plus a contingency fee of $20,000 upon consummation of the Business Combination.



As
of November 30, 2017, the aggregate amount deferred for the legal firm and the consultant was approximately $1.3 million. The
deferred amount is an unrecognized contingent liability, as closing of a potential business combination was not considered probable
as of November 30, 2017.



Purchase
Option



In
December 2014, the Company sold to EBC, for $100, a unit purchase option to purchase up to a total of 400,000 units exercisable
at $11.00 per unit (or an aggregate exercise price of $4,400,000) commencing on the consummation of a Business Combination. The
unit purchase option expires on December 12, 2019. The units issuable upon exercise of this option are identical to the Units
being offered in the Initial Public Offering. Accordingly, after the Business Combination, the purchase option will be to purchase
440,000 Ordinary Shares (which include 40,000 Ordinary Shares to be issued for the rights included in the units) and 400,000 Warrants
to purchase 200,000 Ordinary Shares. The Company has agreed to grant to the holders of the unit purchase option, demand and “piggy
back” registration rights for periods of five and seven years, respectively, from the effective date of the Initial Public
Offering, including securities directly and indirectly issuable upon exercise of the unit purchase option.





The
Company accounted for the fair value of the unit purchase option, inclusive of the receipt of a $100 cash payment, as an expense
of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated that the fair
value of this unit purchase option to be approximately $2.92 million (or $7.30 per unit) using the Black-Scholes option-pricing
model. The fair value of the unit purchase option granted to EBC was estimated as of the date of grant using the following assumptions:
(1) expected volatility of 99.10%, (2) risk-free interest rate of 1.53% and (3) expected life of five years. The unit purchase
option may be exercised for cash or on a “cashless” basis, at the holder’s option (except in the case of a forced
cashless exercise upon the Company’s redemption of the Warrants, as described in Note 3), such that the holder may use the
appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the
underlying Warrants and the market price of the Units and underlying Ordinary Shares) to exercise the unit purchase option without
the payment of any cash. The Company will have no obligation to net cash settle the exercise of the unit purchase option or the
Warrants underlying the unit purchase option. The holder of the unit purchase option will not be entitled to exercise the unit
purchase option or the Warrants underlying the unit purchase option unless a registration statement covering the securities underlying
the unit purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the
unit purchase option or underlying Warrants, the unit purchase option or Warrants, as applicable, will expire worthless.





F-14









ORIGO ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Registration
Rights



The
Initial Shareholders are entitled to registration rights with respect to their initial shares (and any securities issued upon
conversion of working capital loans) and the purchasers of the Private Placement Units are entitled to registration rights with
respect to the Private Placement Units (and underlying securities), pursuant to an agreement dated December 12, 2014. The holders
of the majority of the initial shares are entitled to demand that the Company register these shares at any time commencing three
months prior to the first anniversary of the consummation of a Business Combination. The holders of the Private Placement Units
(or underlying securities) are entitled to demand that the Company register these securities at any time after the Company consummates
a Business Combination. In addition, the holders have certain “piggy-back” registration rights on registration statements
filed after the Company’s consummation of a Business Combination.



Nasdaq
Listing Rules



On
February 21, 2017, the Company received a written notice (the “Notice”) from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(3)
(the “Minimum Public Holders Rule”), which requires the Company to have at least 300 public holders for continued
listing on the Nasdaq Capital Market. The Notice was only a notification of deficiency, not of imminent delisting, and had no
current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. In April 2017, the Company
submitted a plan to evidence compliance with the Minimum Public Holders Rule and Nasdaq granted the Company until August 21, 2017
to evidence compliance with the Minimum Public Holders Rule.



On
August 23, 2017, the Company received a written notice from Nasdaq stating that the Company had not regained compliance with the
Minimum Public Holders Rule for continued listing on Nasdaq. The notice further stated that, unless the Company requested an appeal
of Nasdaq’s determination, trading of the Company’s securities would be suspended at the open of business on September
1, 2017. As permitted under Nasdaq rules, the Company requested an appeal of the delisting determination, and a hearing before
a Nasdaq panel was held in connection with such appeal in October 2017. On October 23, 2017, Nasdaq panel had determined to grant
the Company’s request for the continued listing of its securities on The Nasdaq Capital Market, 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. The Company is taking definitive steps to timely evidence compliance with the terms of the Panel’s
decision (including the Minimum Public Holders Rule); however, there can be no assurances
given that it will be able to do so.



On
December 4, 2017,the Company received
written notice fromNasdaq stating the Company did not satisfy Nasdaq Listing Rule
because the Company did not timely hold an annual meeting for the fiscal year ended November 30, 2016 on or before November 30,
2017. The notice indicated that the Company’s non-compliance with the Annual Meeting Requirement could serve as an additional
basis for the delisting of the Company’s securities from The Nasdaq Capital Market and, as such, the Company should present
its plan to evidence compliance with that requirement for review by the Nasdaq panel.



On
December 4, 2017, the Company received written notice from the Listing Qualifications Department of Nasdaq indicating that the
Company did not satisfy Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”) because the Company did not
timely hold an annual meeting for the fiscal year ended November 30, 2016 on or before November 30, 2017. The notice indicated
that the Company’s non-compliance with the Annual Meeting Requirement could serve as an additional basis for the delisting
of the Company’s securities from The Nasdaq Capital Market and, as such, the Company should present its plan to evidence
compliance with that requirement for review by the Nasdaq Hearings Panel (the “Panel”).



The
Company timely requested a hearing and presented its plan to evidence compliance with the Minimum Public Holders Rule for the
Panel’s consideration, subsequent to which the Panel granted the Company’s request for the continued listing of its
securities on The Nasdaq Capital Market subject to the Company evidencing compliance with all applicable requirements for listing
on Nasdaq by no later than February 19, 2018, including compliance with the applicable criteria for initial listing upon completion
of the Company’s proposed business combination with Hightimes Holding Corp.



The
Company plans to provide an update to the Panel regarding its plan to evidence compliance with the Annual Meeting Requirement.



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





F-15









ORIGO ACQUISITION CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note
7 - Shareholder Equity



Preferred
Shares



The
Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights
and preferences as may be determined from time to time by the Company’s board of directors.



As
of November 30, 2017, there are no preferred shares issued or outstanding.



Ordinary
Shares



The
Company is authorized to issue 100,000,000 Ordinary Shares with a par value of $0.0001 per share.



At
the Meeting on June 10, 2016, shareholders holding 1,054,401 Public Shares exercised their right to convert such Public Shares
into a pro rata portion of the Trust Account (see Note 1). As a result, the Company has an aggregate of 4,481,599 Ordinary Shares
outstanding as of November 30, 2016. Of these, an aggregate of 2,533,704 Ordinary Shares subject to possible conversion were classified
as temporary equity in the accompanying Balance Sheet.



At
the December 2016 Meeting, March Meeting and September Meeting, shareholders holding 36,594, 1,123,568, and 343,806 Public Shares
exercised their right to convert such Public Shares into a pro rata portion of the Trust Account, respectively (see Note 1). As
a result, the Company has an aggregate of 2,055,355 Ordinary Shares outstanding as of November 30, 2017. Of these, an aggregate
of 922,276 Ordinary Shares subject to possible conversion are classified as temporary equity in the accompanying Balance Sheet.



Note
8 - Merger Agreement



Merger
Agreement



On
July 24, 2017, the Company entered into a Merger Agreement with HTH, which was later amended on September 27, 2017 (“Amended
Merger Agreement”). Pursuant to the terms of the Amended Merger Agreement, the Merger Sub will merge with and into HTH,
with HTH continuing as the surviving entity (the “Merger”) and all holders of HTH equity securities and warrants,
options and rights to acquire or securities that convert into HTH equity securities (collectively, “HTH Securities”)
will convert into Origo common shares and, with respect to options, options to acquire Origo common shares. More specifically
at the effective time of the Merger (the “Effective Time”):



| | ● | All
                                         holders of HTH Securities (excluding HTH options, as described below) shall be entitled
                                         to receive in the Merger an aggregate of 23,474,178 common shares of Origo (the “Merger
                                         Consideration”), which is equal to $250 million divided by the agreed upon value
                                         of the Origo common shares to be issued as Merger Consideration of $10.65 per share.
                                         In the event HTH receives in excess of $5,000,001 in net proceeds from one or more separate
                                         sales of common or preferred stock prior to the Closing, then the amount in excess of
                                         $5,000,001 shall increase the HTH’s valuation on a dollar-for-dollar basis and
                                         increase the number of Origo common shares representing the Merger Consideration by dividing
                                         the increased HTH valuation by the agreed upon value of the Origo common shares to be
                                         issued as Merger Consideration.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Each
                                         holder of capital stock of HTH shall receive for each share of capital stock of HTH its
                                         pro rata share of the Merger Consideration, treating any outstanding shares of HTH’s
                                         preferred stock on an as-converted to Class A common stock basis (and after deducting
                                         from the Merger Consideration payable to such holders of capital stock, the Origo common
                                         shares issuable to the holders of HTH’s 8% senior secured convertible promissory
                                         notes in an initial aggregate principal amount of $30 million (“HTH Purchase Notes”)).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Any
                                         warrants and other rights to acquire equity securities of HTH, and all other securities
                                         that are convertible into or exchangeable for equity securities of HTH, (A) if exercised
                                         or converted prior to the Effective Time, shall have the resulting shares of capital
                                         stock of HTH issued upon such exercise treated as outstanding shares of capital stock
                                         of HTH, and (B) if not exercised or converted prior to the Effective Time will be terminated
                                         and extinguished at the Effective Time (except for the HTH Purchase Notes and ExWorks
                                         Convertible Not, which shall be converted as described below, and the outstanding HTH
                                         options, which shall be assumed by Origo as described below).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | HTH
                                         shall be permitted to increase the principal amount of HTH’s existing secured loan
                                         from ExWorks Capital Fund I, L.P (“ExWorks”) to up to $11.5 million from
                                         $7.5 million. Additionally, Origo acknowledged that any shares of HTH Class A common
                                         stock issued to ExWorks pursuant to the convertible note evidencing the ExWorks loan
                                         (the “ExWorks Convertible Note”) shall be converted into Origo common shares
                                         at a conversion price equal to 90% of the per share value of the Merger Consideration
                                         (i.e., $10.65, or an ExWorks conversion price of $9.585). Origo further agreed that all
                                         Origo common shares issued upon conversion of the ExWorks Convertible Note shall not
                                         be deemed to be part of the Merger Consideration and shall dilute all holders of Origo
                                         common shares on an equitable pro-rata basis. Origo also acknowledged that HTH and ExWorks
                                         entered into an amendment, pursuant to which ExWorks granted HTH an option, exercisable
                                         at any time on or before January 29, 2018, to extend the maturity date of the ExWorks
                                         loan to August 28, 2018. If HTH elects to exercise the option, it will be obligated to
                                         pay ExWorks an additional fee of $600,000 and issue an additional warrant to ExWorks
                                         to purchase shares of HTH Class A common stock. HTH agreed that prior to the Closing
                                         Date of the Merger, HTH shall either refinance its indebtedness to ExWorks or exercise
                                         the foregoing option to extend the terminate date of the ExWorks loan to August 28, 2018.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





F-16









ORIGO ACQUISITION CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





| | ● | The
                                         HTH Purchase Notes that are outstanding as of the Closing shall automatically be converted
                                         in a number of Origo common shares calculated by dividing the outstanding principal and
                                         interest of all such HTH Purchase Notes and dividing such amount by the closing price
                                         of Origo’s common shares on the date of the Closing.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | All
                                         outstanding HTH options will be assumed by Origo and be converted into an option to purchase
                                         Origo common shares (each, an “Origo Assumed Option”). Origo Assumed Options
                                         shall be in addition to the Merger Consideration and will dilute all holders of Origo
                                         securities.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | If,
                                         prior to the Closing Date (i) Origo has less than $5,000,001 in net tangible assets (excluding
                                         the net tangible assets of HTH) and (ii) HTH shall consummate a HTH Public Offering,
                                         then (A) on the Closing Date, HTH will utilize up to ten percent (10%) of the gross proceeds
                                         of such HTH Public Offering (up to $20 million of such gross proceeds) to pay for all
                                         or a portion of Origo deferred expenses as directed by Origo and (B) if the gross proceeds
                                         of a HTH Public Offering exceeds $20 million, HTH will utilize up to $5.0 million of
                                         the gross proceeds of such HTH Public Offering to pay for all or a portion of Origo deferred
                                         expenses as directed by Origo.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Merger Agreement also provides that, immediately prior to the Effective Time, Origo will reincorporate under the laws of the State
of Nevada, whether by reincorporation, statutory conversion or otherwise.



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 Merger Agreement and the related transactions at the extraordinary general meeting of Origo shareholders,
(3) any required governmental and third party approvals having been obtained, (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 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 its public stockholders in connection with the Merger and the payment of all accrued and unpaid expenses,
Origo shall have net tangible assets of at least $5,000,001 (which shall include the consolidated net tangible assets of HTH and
its subsidiaries), (8) HTH shall have received its required stockholder approval, (9) the parties’ respective representations
and warranties shall be true and correct as of the Closing Date (subject to certain materiality qualifiers), (10) 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 (11) 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.



Consulting
Services Agreement



At
the Closing, the successor will enter into a consulting services agreement with Oreva Capital Corp., a Delaware corporation, 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 (as authorized from time to time by the
Board of Directors), and assisting in connection with proposed acquisitions, dispositions and financings. In consideration for
such services, the successor will pay the consultant a monthly consulting fee of $35,000. Commencing in 2018, the consultant 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 the Managing Director of Oreva Capital Corp.





F-17









ORIGO ACQUISITION CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note
9 - Subsequent Events



Subsequent
to November 30, 2017, the Company received an aggregate of approximately $88,120 of loan amount from both the new management and
EBC under the form of promissory notes. The loans are unsecured, non-interest bearing and are due upon consummation of a Business
Combination. An aggregate of approximately $82,000 was deposited to the Trust Account subsequent to November 30, 2017.



F-18







SIGNATURES



Pursuant
to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
Amendment No. 1 to the report to be signed on its behalf by the undersigned, thereunto duly authorized.



| | ORIGO
    ACQUISITION CORPORATION
| | ---------------------------------
| |                                  
| | By:                              
| |                                  
| |                                  



In
accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



|Name                        |  | Title                                                          |  | Date                
|--------------------------- |  | -------------------------------------------------------------- |  | --------------------
|                            |  |                                                                |  |                     
|/s/
    Edward J. Fred      |  | Chief
    Executive Officer                                    |  | February
    5, 2018
|Edward
    J. Fred          |  | (Principal
    Executive Officer)                              |  |                     
|                            |  |                                                                |  |                     
|/s/
    Jose M. Aldeanueva  |  | Chief
    Financial Officer                                    |  | February
    5, 2018
|Jose
    M. Aldeanueva      |  | (Principal
    financial and accounting officer) and Secretary |  |                     
|                            |  |                                                                |  |                     
|/s/
    Stephen B. Pudles   |  | Director                                                       |  | February
    5, 2018
|Stephen
    B. Pudles       |  |                                                                |  |                     
|                            |  |                                                                |  |                     
|/s/
    Jeffrey J. Gutovich |  | Director                                                       |  | February
    5, 2018
|Jeffrey
    J. Gutovich     |  |                                                                |  |                     
|                            |  |                                                                |  |                     
|/s/
    Barry Rodgers       |  | Director                                                       |  | February
    5, 2018
|Barry
    Rodgers           |  |                                                                |  |