If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
¨
* The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information that would alter disclosures provided in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the
Notes
).
CUSIP No. G67789 126
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SCHEDULE 13D
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Page 2 of 7 Pages
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1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Stephen B. Pudles
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
¨
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
260,000 shares
|
8
|
SHARED VOTING POWER
0 shares
|
9
|
SOLE DISPOSITIVE POWER
260,000 shares
|
10
|
SHARED DISPOSITIVE POWER
0 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,000 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. G67789 126
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SCHEDULE 13D
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Page 3 of 7 Pages
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This Schedule 13D (“Schedule 13D”)
is filed by Stephen B. Pudles with respect to ownership of ordinary shares, par value $0.0001 (the “Ordinary Shares”),
of Origo Acquisition Corporation (formerly CB Pharma Acquisition Corp.), a Cayman Islands exempted company (the “Issuer”).
The percentage of beneficial ownership reflected
in this Schedule 13D is based upon 4,481,599 Ordinary Shares outstanding as of June 10, 2016.
Item 1. Security and Issuer.
The class of equity securities to which this
Schedule 13D relates is the Ordinary Shares of the Issuer. The Issuer’s principal executive offices are located at c/o Graubard
Miller, 405 Lexington Avenue, New York, NY 10174.
Item 2. Identity and Background.
Mr. Pudles’ business address is c/o Graubard
Miller, 405 Lexington Avenue, New York, NY 10174. Mr. Pudles is a Director of the Issuer.
Mr. Pudles has not, during the past five years,
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Mr. Pudles has not, during the past five years,
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Pudles is a citizen of the United States.
Item 3. Sources and Amount of Funds or Other Consideration.
On May 20, 2016, the Issuer entered into an
agreement (the “Transfer Agreement”) with the Issuer’s shareholders prior to the Issuer’s initial public
offering (the “Initial Shareholders”), Mr. Pudles and certain other investors (collectively, the “Investors”).
Pursuant to the Transfer Agreement, among other things, (i) the Initial Shareholders transferred an aggregate of 1,050,000 Ordinary
Shares (the “Insider Shares”) to the Investors for aggregate consideration of $1.00, of which Mr. Pudles received 260,000
Insider Shares, and (ii) Mr. Pudles became a Director of the Issuer effective as of June 10, 2016.
CUSIP No. G67789 126
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SCHEDULE 13D
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Page 4 of 7 Pages
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On June 10, 2016, Mr. Pudles loaned the Issuer
$250,000. Of the $250,000 loan, $43,750 of the principal balance is convertible, at Mr. Pudles’ option, into the Issuer’s
units at a price of $10.00 per unit, up to a maximum of 4,375 units. Each unit will consist of one Ordinary Share, one right (“Right”)
to receive one-tenth (1/10) of one Ordinary Share upon consummation of the Issuer’s initial merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or other similar business combination (“Business Combination”),
and one redeemable warrant (“Warrant”) to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full
share. The Warrants included in such units will be identical to the warrants issued in the Issuer’s initial public offering
except that they will be non-redeemable by the Issuer and will be exercisable for cash or on a “cashless” basis, in
each case, as long as they are held by the initial holder or his permitted transferees.
Item 4. Purpose of Transaction.
The acquisition reported on in this Schedule
13D was made for investment purposes. Mr. Pudles may acquire or dispose of additional securities or sell securities of the Issuer
from time to time in the market or in private transactions. Additionally, as described above in Item 3, Mr. Pudles may receive
4,375 Ordinary Shares, 4,375 Rights which would entitle him to receive 437 Ordinary Shares upon the Issuer’s consummation
of a Business Combination and 4,375 Warrants which would entitle him to purchase an aggregate of 2,188 Ordinary Shares of the Issuer
once such Warrants become exercisable, all upon conversion of the convertible portion of the loan he made to the Issuer. Except
as described herein, Mr. Pudles has no other agreements to acquire additional Ordinary Shares at this time.
As a Director, Mr. Pudles is involved in making
material business decisions regarding the Issuer’s policies and practices and may be involved in the consideration of various
proposals considered by the Issuer’s Board of Directors. Additionally, as the Issuer’s business plan is to consummate
a Business Combination, Mr. Pudles, as a Director, is actively involved in pursuing a suitable target for the Issuer’s Business
Combination and will be actively involved in effecting any such Business Combination if the Issuer’s business plan is successful,
which may also result in a change in the Issuer’s board of directors, corporate structure, charter or bylaws.
Except as discussed above, Mr. Pudles does not
have any plans or proposals to acquire or dispose of securities of the Issuer, effect an extraordinary corporate transaction, such
as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries, cause a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, cause any material change in the present capitalization or dividend
policy of the Issuer, cause a change in the present board of directors or management of the Issuer, cause any other material change
in the Issuer’s business or corporate structure, cause any changes in the Issuer’s charter or bylaws or other actions
that may impede the acquisition of control of the Issuer by any person, cause a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered
national securities association, cause a class of equity securities of the Issuer to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or take any other action similar to any of those enumerated
above.
CUSIP No. G67789 126
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SCHEDULE 13D
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Page 5 of 7 Pages
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Item 5. Interest in Securities of the Issuer.
Mr. Pudles is the beneficial owner of 260,000
Ordinary Shares of the Issuer or approximately 5.8% of the Issuer’s outstanding Ordinary Shares. The foregoing does not include
4,375 units (and underlying securities) which may be issued to Mr. Pudles upon the conversion of the convertible portion of the
loan described in Item 3, which may not be convertible within 60 days.
In the last 60 days, Mr. Pudles has not effected
any transactions of the Issuer’s Ordinary Shares, except as described in Item 3 of this Schedule 13D which information is
incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Effective May 20, 2016, Mr. Pudles became party
to that certain Registration Rights Agreement, dated December 12, 2014, by and among the Issuer, the Initial Shareholders and EarlyBirdCapital,
Inc. (“Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the parties are entitled to
certain demand and “piggy-back” registration rights for the Insider Shares and certain other securities that may be
owned by them.
The Insider Shares, including the Insider Shares
held by Mr. Pudles, are held in escrow pursuant to a Share Escrow Agreement, dated December 12, 2014 (“Escrow Agreement”).
Pursuant to the Escrow Agreement, the Insider Shares will be held in escrow and released only if the Issuer’s Business Combination
is successfully completed. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or
released from escrow until the earlier of one year after the date of the consummation of the Issuer’s Business Combination
and the closing price of the Issuer’s 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 the
Issuer’s Business Combination and the remaining 50% of such shares will not be transferred, assigned, sold or released from
escrow until one year after the date of the consummation of the Issuer’s Business Combination or earlier in either case if,
subsequent to the Issuer’s Business Combination, the Issuer consummates a subsequent liquidation, merger, share exchange
or other similar transaction which results in all of the Issuer’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property.
On May 20, 2016, Mr. Pudles also entered into
a letter agreement with the Issuer. Pursuant to the letter agreement, Mr. Pudles agreed, among other things, to vote all shares
owned by him in favor of any proposed Business Combination and that he would not be entitled to receive any liquidation distributions
from the Issuer’s trust fund with respect to the Insider Shares held in escrow pursuant to the Escrow Agreement described
above.
CUSIP No. G67789 126
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SCHEDULE 13D
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Page 6 of 7 Pages
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Item 7. Material to be filed as Exhibits.
1. Transfer Agreement, dated May 20, 2016, by and among the Issuer,
certain shareholders of the Issuer, EJF Opportunities, LLC, Stephen B. Pudles, Jose M. Aldeanueva, Jeffrey J. Gutovich Profit Sharing
Plan and Barry Rodgers (Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed on May
23, 2016).
2. Share Escrow Agreement, dated December 12, 2014, by and among
the Issuer, certain shareholders of the Issuer and Continental Stock Transfer & Trust Company (Incorporated by reference to
Exhibit 10.3 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-199558)).
3. Registration Rights Agreement, dated December 12, 2014, by and
among the Issuer, certain shareholders of the Issuer and Continental Stock Transfer & Trust Company (Incorporated by reference
to Exhibit 10.3 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-199558)).
4. Registration Rights Letter Agreement, dated May 20, 2016, by
and among the Issuer and certain shareholders of the Issuer (Incorporated by reference to Exhibit 10.3 to the Issuer’s Current
Report on Form 8-K, filed on May 23, 2016).
5. Letter agreement among the Issuer and Mr. Pudles (Incorporated
by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed on May 23, 2016).
6. Promissory Note, dated June 10, 2016, for $1,000,000, of which
Mr. Pudles is owed $250,000.
CUSIP No. G67789 126
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SCHEDULE 13D
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Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 16, 2016
|
/s/ Stephen B. Pudles
|
|
STEPHEN B. PUDLES
|
EXHIBIT 6
PROMISSORY NOTE
$1,000,000 As of June
10, 2016
Origo Acquisition
Corporation (“Maker”) promises to pay to the order of each of the individuals set forth on Schedule A attached hereto
or their respective successors or assigns (each a “Payee” and collectively the “Payees”) the principal
sum of One Million Dollars and No Cents ($1,000,000) in the amounts set forth on Schedule A attached hereto in lawful money of
the United States of America, on the terms and conditions described below.
1.
Principal
. The principal balance of this Note shall be repayable on the consummation of the Maker’s initial
merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities
(a “Business Combination”). The Payees understand that if a Business Combination is not consummated, this Note will
not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside
of its trust account established in connection with its initial public offering. Any payment of principal on this Note shall be
made to the Payees pro rata with the amount of their loan made hereunder.
2.
Interest
. No interest shall accrue on the unpaid principal balance of this Note.
3.
Application of Payments
. All payments shall be applied first to payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of
any late charges and finally to the reduction of the unpaid principal balance of this Note.
4.
Events of Default
. The following shall constitute Events of Default:
(a)
Failure to Make Required Payments
. Failure by Maker to pay the principal of this Note within five (5) business days
following the date when due.
(b)
Voluntary Bankruptcy, Etc.
The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now
constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of
any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing.
(c)
Involuntary Bankruptcy, Etc.
The entry of a decree or order for relief by a court having jurisdiction in the premises
in respect of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar
law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any
substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of 60 consecutive days.
5.
Remedies
.
(a)
Upon the occurrence of an Event of Default specified in Section 4(a), each Payee may, by written notice to Maker, declare
this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b)
Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all
other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any
action on the part of Payees.
6.
Conversion
. Upon consummation of a Business Combination, each Payee shall have the option, but not the obligation,
to convert a portion of the principal balance of this Note, up to a maximum of One Hundred Seventy Five Thousand Dollars ($175,000)
of the principal balance of this Note pro rata amongst the Payees based on their original loan amount set forth on Schedule A attached
hereto, into units (“Units”) of the Maker at a price of $10.00 per Unit, each Unit being identical to the “private
units” (as defined in Maker’s final prospectus dated December 12, 2014). The Payees must provide Maker with notice
of their intention to convert any portion of the principal amount of the Note into Units at least 24 hours prior to the consummation
of the Business Combination. If one or more Payees (“Nonconverting Payees”) determines not to convert any portion of
his pro rata amount, the other Payees shall have the option, but not the obligation, to convert such unused amount of the Nonconverting
Payees pro rata with the other Payees. As promptly after notice by the Payees to Maker to convert any portion of the principal
balance of this Note, as reasonably practicable and after Payees’ surrender of this Note, Maker shall have issued and delivered
to Payees, without any charge to Payees, a certificate or certificates (issued in the name(s) requested by the Payees) for the
number of Units of Maker issuable upon the conversion of this Note.
7.
Waivers
. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payees.
8.
Unconditional Liability
. Maker hereby waives all notices in connection with the delivery, acceptance, performance,
default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payees, and consents to any and all extensions of time, renewals, waivers, or modifications
that may be granted by Payees with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.
9.
Notices
. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt
requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service
providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address
as either party may designate by notice in accordance with this Section:
If to Maker:
Origo
Acquisition Corporation
c/o
Graubard Miller
405
Lexington Avenue, 11
th
Floor
New
York, New York 10174
Attn:
David Alan Miller/Jeffrey M. Gallant
If to Payee, to the address of such Payee
set forth on Schedule A attached hereto.
Notice shall be deemed
given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation,
(iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date
reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail
or delivery service.
10.
Construction
. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the
law of conflict of laws, of the State of New York.
11.
Severability
. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.
IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its CEO and President the day and year
first above written.
ORIGO ACQUISITION CORPORATION
By:
/s/ Edward J. Fred
Name: Edward J. Fred
Title: CEO & President
SCHEDULE A
Name of Payee
|
Address of Payee
|
Amount of Loan from Payee
|
|
|
|
Edward J. Fred
|
|
$500,000
|
|
|
|
Steven Pudles
|
|
$250,000
|
|
|
|
Jose Aldeanueva
|
|
$125,000
|
|
|
|
Jeffrey Gutovich
|
|
$125,000
|