OACQ Origo Acquisition Corp. - Ordinary Shares (delisted)

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on December 19, 2016, Origo Acquisition Corporation (the “Company”), Aina Le’a, Inc. (“Aina Le’a”) and Merger Sub, Inc., a wholly-owned subsidiary of Aina Le’a entered into a merger agreement (the “Merger Agreement”). Unless otherwise defined herein, the capitalized terms used in this report are defined in the Merger Agreement. 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 serves 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 does not believe these breaches are 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 demonstrates that a Material Adverse Effect has occurred on Aina Le’a’s business and is continuing. The Supplement further reiterated that the termination of the Merger Agreement was effective as of the date of the Termination Letter.

The Termination Letter and the Supplement are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference, and the foregoing description of the Termination Letter and the Supplement is qualified in its entirety by reference thereto.