UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

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CB PHARMAORIGO ACQUISITION CORP.CORPORATION

2 Gansevoort St., 9th Floor708 THIRD AVENUE

New York, NY 10014NEW YORK, NEW YORK 10017

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD JUNEMARCH 10, 20162017

TO THE SHAREHOLDERS OF CB PHARMAORIGO ACQUISITION CORP.:CORPORATION:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of shareholders of CB PharmaOrigo Acquisition Corp.Corporation (“CB Pharma,Origo,” “Company,” “we,” “us” or “our”) to be held at 11:10:00 a.m. EDTEST on JuneMarch 10, 20162017 at the offices of CB Pharma’sOrigo’s counsel Graubard Miller, 405 LexingtonEllenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11^th Floor, New York, New York 10174,10105, for the sole purpose of considering and voting upon the following proposals:

Each of the Extension Amendment the Conversion Amendment and the Name Change AmendmentAdjournment Proposal is more fully described in the accompanying proxy statement/information statement.

The purpose of If the Extension Amendment Conversion Amendment and Name Change Amendment is to allow CB Pharma more time to complete an initial business combination and to better reflectapproved, holders of ordinary shares issued in the Company’s new management (described below)initial public offering (the “IPO”, and current search forsuch shares sold in the IPO are referred to as the “public shares”) may elect to convert their public shares into their pro rata portion of the funds held in the trust account (the “Conversion”) established at the time of the IPO (the “trust account”). The Conversion shall take effect as a business combination target.repurchase as a matter of Cayman Islands law.

CB Pharma’s IPO prospectus andOrigo’s charter providedprovides that CB Pharma hadOrigo has until JuneMarch 12, 20162017 to complete an initial business combination. Since the completion of the IPO, we have been dealing with many of the practical difficulties associated with the identification of an initial business combination target, negotiating business terms with potential targets, conducting related due diligence and obtaining the necessary audited financial statements. Commencing promptly upon completion of our IPO, we began to search for an appropriate business combination target. During the process, we relied on numerous business relationships and contacted investment bankers, private equity funds, consulting firms, and legal and accounting firms. Notwithstanding these efforts, we have been unable to locate a suitable target business.

On May 20,December 19, 2016, we entered into an agreementa Merger Agreement (the “Transfer“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 holderscapacity as the representative for the shareholders of Origo as of the 1,050,000 ordinary shares issued by us priorEffective Time (as defined below) (the “OAC Representative”).

Aina Le’a is a residential and commercial real estate developer of distinctive master-planned communities in Hawaii. Aina Le’a’s principal development project is a 1,099-acre residential and commercial master planned community called The Villages of Aina Le’a (“The Villages”). Located within the resort area on the Kohala Coast on the west coast of Hawaii’s “Big Island”, The Villages will offer a combination of single family home sites, local family townhouses, luxury townhouses, and estate lots, as well as a retail and commercial center, and golf course with lodge. Sloping elevations of approximately 150-550 feet above sea level will provide approximately 70% of all lots with sweeping ocean views of the Big Island’s famed “Gold Coast.” The development’s close proximity to Queen Kaahumanu Highway offers easy access to top beaches, restaurants, shopping, and the airport. The development plan for The Villages is structured in three phases, with Phase I construction underway. Phase I is comprised of a 61-acre development consisting of townhouse units, luxury villas, and single family lots.

Pursuant to the IPO (such shares being referredMerger Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Merger Agreement (the “Closing��), Origo will merge with and into Merger Sub, with Merger Sub continuing as the “initial shares”surviving entity (the “Merger”). As a result of the consummation of the Merger, Origo will cease to exist and the holders of Origo equity securities and warrants, options and rights to acquire or convert into Origo equity securities will convert into Aina Le’a equity securities and warrants, options and rights to acquire or convert into Aina Le’a equity securities. More specifically, at the initial shares (including the transferees described herein) being referred to as the “initial shareholders”) and each of EJF Opportunities, LLC, Stephen B. Pudles, Jose M. Aldeanueva, Jeffrey J. Gutovich Profit Sharing Plan and Barry Rodgers (collectively being referred to as the “investors”) pursuant to which the initial shareholders transferred to the investors the 1,050,000 initial shares held by them. Our directors also (i) appointed Edward J. Fred, Jose M. Aldeanueva, Stephen B. Pudles, Jeffrey J. Gutovich and Barry Rodgers as members of our board of directors and Messrs. Fred and Aldeanueva as Chief Executive Officer and President and Chief Financial Officer, Treasurer and Secretary of CB Pharma, respectively (such new officers and directors collectively referred to herein as the “New Management”), all to take effect upon approvaleffective time of the Extension Amendment and expirationMerger (the “Effective Time”):

However, the 10-day waiting period fromCompany will not be able to complete the date of mailing of this proxy statement/information statement to shareholders of record on the record date (such period of time being referred to herein as the “Waiting Period”) and (ii) tendered their resignations to be effective upon approval of the Extension Amendment and expiration of the Waiting Period. Our board of directors believes this change in our management will give our shareholders the best chance to participate in a potential business combination.Merger by March 12, 2017. Therefore, our board has determined that it is in the best interests of our shareholders to extend the date that CB PharmaOrigo has to consummate a business combination to the Extended Date in order thatto consummate the New Management will have sufficient timeMerger or another business combination.

Holders of public shares may elect to propose a business combination opportunity to our shareholders.

CB Pharmaconvert their shares in connection with the Extension Amendment so long as they vote for or against the Extension Amendment. Origo estimates that the per-share pro rata portion of the trust account will be approximately $10.21$[●] at the time of the extraordinary general meeting. The closing price of CB Pharma’sOrigo’s ordinary shares on May 25, 2016February [●], 2017 was $10.10.$[●]. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public shareholder receiving approximately $0.11$[●] more than if he, she or it sold hisits shares in the open market. CB PharmaOrigo cannot assure shareholders that they will be able to sell their ordinary shares of CB PharmaOrigo in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

The purpose of the Conversion Amendment is to afford holders of the public shares (the “public shareholders”Origo’s officers and directors (“Current Management”) at the time of the IPO the right to receive their pro rata portion of the trust account within the timeframe contemplated at the time of our IPO, notwithstanding the Extension.  Accordingly, CB Pharma is offering through the Conversion Amendment the ability for holders of public shares to participate in the Conversion, notwithstanding the Extension and regardless of whether the holder votes for or against the Extension Amendment.  This is consistent with the disclosure contained in, and provided for in, the IPO prospectus. Approval of the Conversion Amendment is a condition to the implementation of the Extension. In order to convert your public shares, however, you must vote in favor of the Conversion Amendment. You are not required to convert your public shares even if you vote in favor of the Conversion Amendment. If any public shareholders so elect, CB Pharma anticipates notifying the trustee promptly after the extraordinary general meeting, which is scheduled for June 10, 2016, to liquidate the trust account in an amount equal to the total pro rata portion of the converted shares.  Any conversion referred to herein shall take effect as a repurchase of shares as a matter of Cayman Islands law.

If the Extension Amendment is approved, the New Management hashave agreed to contribute to us as a loan $0.20$[●] for each public share that is not converted, for each calendar month (commencing on March 12, 2017 and on the 12^th day of each subsequent month), or upportion thereof, that is needed by Origo to an aggregate of approximately $840,000complete the Merger or another business combination from March 12, 2017 (the date by which Origo is currently required to complete its business combination) until the Extended Date (the “Contribution”). WeFor example, if Origo takes until September 12, 2017 to complete its business combination, which would represent six calendar months, Origo’s insiders would make aggregate Contributions of approximately $[●] (assuming no public shares were converted) (the “Contribution”). Each Contribution will deposit the amount of the Contributionbe deposited in the trust account.account established in connection with the IPO within seven calendar days from the beginning of such calendar month (or portion thereof). Accordingly, if the Extension Amendment and the Conversion Amendment areis approved and the Extension is completed,implemented and Origo takes the full time through the Extended Date to complete the initial business combination, the conversion amount per share in any subsequentat the meeting for such business combination or Origo’s subsequent liquidation will be approximately $10.41$[●] per share, in comparison to the current conversion amount of approximately $10.21$10.50 per share if the Extension Amendment and the Conversion Amendment are not approved.(assuming no public shares were converted). The Contribution is conditional upon the implementation of the Extension Amendment and the Conversion Amendment. The Contribution will not occur if the Extension Amendment or the Conversion Amendment is not approved or the Extension is not completed. The amount of the Contribution will not bear interest and will be repayable by us to the NewCurrent Management upon consummation of an initial business combination. If Current Management advises us that it does not intend to make the Contribution, then the Extension Amendment and the Adjournment Proposal will not be put before the shareholders at the extraordinary general meeting and we will dissolve and liquidate in accordance with our charter. Current Management will have the sole discretion whether to continue extending for additional calendar months until the Extended Date.

If the Extension Amendment and Conversion Amendment proposals areis not approved, as contemplated by our IPO prospectus and in accordance with our charter,we will automatically wind up, dissolve and liquidate in accordance with our charter.

Subject to the foregoing, the affirmative vote of 66-2/3% of CB Pharma’sOrigo’s outstanding ordinary shares who attend and vote at the extraordinary general meeting for the Extension Amendment Conversion Amendment and Name Change Amendment proposals will be required to approve the Extension Amendment,Amendment. For the Conversion AmendmentAdjournment Proposal, the Board will exercise its powers in relation to such matters in accordance with the affirmative vote of a majority of votes cast at the meeting. The affirmative vote of a majority of the Company’s shares present (in person or by proxy) and voting at the Name Changeextraordinary general meeting will be required to direct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment.

The CB PharmaOrigo board of directors has fixed the close of business on May 25, 2016 asFebruary 17, 2017as the date for determining CB PharmaOrigo shareholders entitled to receive notice of and vote at the extraordinary general meeting and any adjournment thereof.  Only holders of record of CB PharmaOrigo ordinary shares on that date are entitled to have their votes counted at the extraordinary general meeting or any adjournment thereof.

After careful consideration of all relevant factors, CB Pharma’sOrigo’s board of directors has determined that the Extension Amendment the Conversion Amendment and the Name Change Amendment proposalsAdjournment Proposal are fair to and in the best interests of CB PharmaOrigo and its shareholders, has declared them advisable and recommends that you vote or give instruction to vote “FOR” them.the Extension Amendment and the Adjournment Proposal.

Enclosed is the proxy statement/information statement containing detailed information concerning the Extension Amendment, the Conversion Amendment, the Name Change Amendment, the New ManagementAdjournment Proposal and the extraordinary general meeting.  Whether or not you plan to attend the extraordinary general meeting, we urge you to read this material carefully and vote your shares.

I look forward to seeing you at the meeting.

Your vote is important.  Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the extraordinary general meeting.  If you are a shareholder of record, you may also cast your vote in person at the extraordinary general meeting.  If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the extraordinary general meeting by obtaining a proxy from your brokerage firm or bank.  Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against each of the proposals.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on JuneMarch 10, 20162017: This notice of meeting and the accompany proxy statement are available at http://www.cstproxy.com/cbpharma/sm2016.origoacquisitioncorp/2017.

CB PHARMAORIGO ACQUISITION CORP.CORPORATION

2 Gansevoort St., 9th Floor708 THIRD AVENUE

New York, NY 10014

NEW YORK, NEW YORK 10017

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD JUNEMARCH 10, 20162017

PROXY STATEMENT

The extraordinary general meeting (the “extraordinary general meeting”) of shareholders of CB PharmaOrigo Acquisition Corp.Corporation (“CB Pharma,Origo,” “Company,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held at 11:10:00 a.m. EDTEST on JuneMarch 10, 2016,2017, at the offices of CB Pharma’sOrigo’s counsel Graubard Miller, 405 LexingtonEllenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11^th Floor, New York, New York 10174,10105, for the sole purpose of considering and voting upon the following proposals:

Each of the Extension Amendment and the Adjournment Proposal is more fully described in the accompanying proxy statement. If the Extension Amendment is approved, holders of ordinary shares issued in the Company’s initial public offering (the “IPO”, and such shares sold in the IPO are referred to as the “public shares”) may elect to convert their public shares into their pro rata portion of the funds held in the trust account (the “Conversion”) established at the time of the IPO (the “trust account”). The Conversion shall take effect as a repurchase as a matter of Cayman Islands law.

On December 19, 2016, we 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 shareholders of Origo as of the Effective Time (as defined below) (the “OAC Representative”).

Aina Le’a is a residential and commercial real estate developer of distinctive master-planned communities in Hawaii. Aina Le’a’s principal development project is a 1,099-acre residential and commercial master planned community called The Villages of Aina Le’a (“The Villages”). Located within the resort area on the Kohala Coast on the west coast of Hawaii’s “Big Island”, The Villages will offer a combination of single family home sites, local family townhouses, luxury townhouses, and estate lots, as well as a retail and commercial center, and golf course with lodge. Sloping elevations of approximately 150-550 feet above sea level will provide approximately 70% of all lots with sweeping ocean views of the Big Island’s famed “Gold Coast.” The development’s close proximity to Queen Kaahumanu Highway offers easy access to top beaches, restaurants, shopping, and the airport. The development plan for The Villages is structured in three phases, with Phase I construction underway. Phase I is comprised of a 61-acre development consisting of townhouse units, luxury villas, and single family lots.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Origo 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, Origo will cease to exist and the holders of Origo equity securities and warrants, options and rights to acquire or convert into Origo equity securities will convert into Aina Le’a equity securities and warrants, options and rights to acquire or convert into Aina Le’a equity securities. More specifically, at the effective time of the Merger (the “Effective Time”):

The Extension Amendment,However, the Conversion Amendment andCompany will not be able to complete the Name Change Amendment proposals are essential toMerger by March 12, 2017. Therefore, our board has determined that it is in the overall implementationbest interests of the board of directors’ planour shareholders to extend the date that CB PharmaOrigo has to completeconsummate a business combination to the Extended Date in order to consummate the Merger or another business combination. 

On May 20, 2016, we entered into an agreement (the “Transfer Agreement”) with the holders of the 1,050,000 ordinary shares issued by us prior to the IPO (such shares being referred to as the “initial shares” and the holders of the initial shares (including the transferees described herein) being referred to as the “initial shareholders”) and each of EJF Opportunities, LLC, Stephen B. Pudles, Jose M. Aldeanueva, Jeffrey J. Gutovich Profit Sharing Plan and Barry Rodgers (collectively being referred to as the “investors”) pursuant to which the initial shareholders transferred to the investors the 1,050,000 initial shares held by them. Our directors also (i) appointed Edward J. Fred, Jose M. Aldeanueva, Stephen B. Pudles, Jeffrey J. Gutovich and Barry Rodgers as members of our board of directors and Messrs. Fred and Aldeanueva as Chief Executive Officer and President and Chief Financial Officer, Treasurer and Secretary of CB Pharma, respectively (such new officers and directors collectively referred to herein as the “New Management”), all to take effect upon approval of the Extension Amendment and expiration of the 10-day waiting period from the date of mailing of this proxy statement/information statement to shareholders of record on the record date (such period of time being referred to herein as the “Waiting Period”) and (ii) tendered their resignations to be effective upon approval of the Extension Amendment and expiration of the Waiting Period. Accordingly, the purpose of the Extension Amendment, the Conversion Amendment and the Name Change Amendment is to allow CB Pharma more time to complete an initial business combination and to better reflect the Company’s New Management and current search for a business combination target.

Approval of the Extension Amendment and the Conversion Amendment is a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment, and the Conversion Amendment proposals, after taking into account the Conversion.

If the Extension Amendment the Conversion Amendment and the Name Change Amendment proposals areis not approved,we will automatically wind up, liquidate and dissolve starting on JuneMarch 12, 2016,2017, as contemplated by our IPO prospectus and in accordance with our charter.charter. In connection therewith, holders of our public shares will receive a per-share amount, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us but net of income taxes payable and working capital released to the Company, divided by the number of then outstanding public shares.shares.  

The initial shareholders have waived their rights to participate in any liquidation distribution with respect to their initial shares. As a consequence of such waivers, a liquidating distribution will be made only with respect to the public shares. There will be no distribution from the trust account with respect to CB Pharma’sOrigo’s rights or warrants, which will expire worthless in the event we wind up.

If the Extension Amendment is approved, the NewCurrent Management has agreed to contribute to us as a loan $0.20$[●] for each public share that is not converted, for each calendar month, or upportion thereof, that is needed by Origo to ancomplete the Merger or another business combination from March 12, 2017 (the date by which Origo is currently required to complete its business combination) until the Extended Date. For example, if Origo takes until September 12, 2017 to complete its business combination, which would represent six calendar months, Origo’s insiders would make aggregate Contributions of approximately $840,000$[●] (assuming no public shares were converted) (the “Contribution”). WeEach Contribution will deposit the amount of the Contributionbe deposited in the trust account.account established in connection with the IPO within seven calendar days of such calendar month (or portion thereof). Accordingly, if the Extension Amendment and the Conversion Amendment areis approved and the Extension is completed,implemented and Origo takes the full time through the Extended Date to complete the initial business combination, the conversion amount per share in any subsequentat the meeting for such business combination or Origo’s subsequent liquidation will be approximately $10.41$[●] per share, in comparison to the current conversion amount of approximately $10.21$10.50 per share if the Extension Amendment and the Conversion Amendment are not approved.(assuming no public shares were converted). The Contribution is a condition toconditional upon the implementation of the Extension Amendment and the Conversion Amendment. The Contribution will not occur if the Extension Amendment or the Conversion Amendment is not approved or the Extension is not completed. The amount of the Contribution will not bear interest and will be repayable by us to the NewCurrent Management upon consummation of an initial business combination. If Current Management advises us that it does not intend to make the Contribution, then the Extension Amendment and the Adjournment Proposal will not be put before the shareholders at the extraordinary general meeting and we will dissolve and liquidate in accordance with our charter. Current Management will have the sole discretion whether to continue extending for additional calendar months until the Extended Date.

If there is no Extension and Conversion and CB PharmaOrigo dissolves and liquidates, Fortress Biotech, Inc., an affiliate of certain ofEdward Fred, our directors,chief executive officer and director, has agreed that ithe will be liable to pay debts and obligations to third parties or target businesses that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of this offeringthe IPO not held in the trust account but only if, and to the extent, that the claims would otherwise reduce the amount in the trust account payable to its public shareholders in the event of a liquidation, and only if such a third party or prospective target business does not execute a waiver. There is no assurance, however, that ithe will be able to satisfy those obligations. Based on the cash available to CB PharmaOrigo outside of its trust account for working capital and CB Pharma’sOrigo’s outstanding expenses owed to all creditors (both those that have signed trust fund waivers and those that have not), it is not anticipated that Fortress BiotechMr. Fred will have any indemnification obligations. Accordingly, regardless of whether an indemnification obligation exists, the per share liquidation price for the public shares is anticipated to be approximately $10.21$[●] per share. Nevertheless, CB PharmaOrigo cannot assure you that the per share distribution from the trust account, if CB PharmaOrigo liquidates, will not be less than approximately $10.21$[●] due to unforeseen claims of creditors.

Holders of public shares may elect to convert their shares in connection with the Extension Amendment whether they vote for or against the Extension Amendment. If the Extension Amendment the Conversion Amendment and Name Change Amendment proposals areis approved, thesuch approval of the Conversion will constitute consent for CB PharmaOrigo to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the trust account relating to the converted public shares and (ii) deliver to the holders of such converted public shares their pro rata portion of the Withdrawal Amount.  The remainder of such funds, plus the Contribution, shall remain in the trust account and be available for use by CB Pharma to complete a business combination on or before the Extended Date.account. Holders of public shares who do not convert their public shares now, will retain their conversion rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment is approved. At the time the Extension Amendment becomes effective, CB Pharmathe Company will also amend the trust account agreement to (i) permit the withdrawal of the Withdrawal Amount from the trust account and (ii) extend the date on which to liquidate the trust account to the Extended Date.

You are also being asked to direct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment.

The record date for the extraordinary general meeting is May 25, 2016.February 17, 2017.  Record holders of CB PharmaOrigo ordinary shares at the close of business on the record date are entitled to vote or have their votes cast at the extraordinary general meeting.  On the record date, there were 5,536,0004,445,005 outstanding ordinary shares of CB PharmaOrigo including 4,200,0003,109,005 outstanding public shares.  CB Pharma’sOrigo’s rights and warrants do not have voting rights.

This proxy statement/information statement contains important information about the extraordinary general meeting and the proposals.  Please read it carefully and vote your shares.

This proxy statement is dated May 31, 2016February [●], 2017 and is first being mailed to shareholders on or about that date.

CB PHARMA ACQUISITION CORP.

2 Gansevoort St., 9th Floor

New York, NY 10014

INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF

THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER

NOTICE OF CHANGE IN THE COMPOSITION

OF THE BOARD OF DIRECTORS

This information statement is being furnished to holders of record of the ordinary shares of CB Pharma Acquisition Corp. (“CB Pharma,” “Company,” “we,” “us” or “our”), a Cayman Islands exempted company, at the close of business on May 25, 2016 in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated under the Exchange Act.

As of May 25, 2016, the Company had issued and outstanding 5,536,000 ordinary shares, the Company’s only class of voting securities that would be entitled to vote for directors at a meeting if one were to be held. Each ordinary share is entitled to one vote.

No vote or other action by the Company’s shareholders is required in response to this information statement. Proxies are not being solicited in respect of the change of directors set forth in this information statement.

On May 20, 2016, we entered into an agreement (the “Transfer Agreement”) with the holders of the 1,050,000 ordinary shares issued by us prior to the IPO (such shares being referred to as the “initial shares” and the holders of the initial shares (including the transferees described herein) being referred to as the “initial shareholders”) and each of EJF Opportunities, LLC, Stephen B. Pudles, Jose M. Aldeanueva, Jeffrey J. Gutovich Profit Sharing Plan and Barry Rodgers (collectively being referred to as the “investors”) pursuant to which the initial shareholders transferred to the investors the 1,050,000 initial shares held by them. Our directors also (i) appointed Edward J. Fred, Jose M. Aldeanueva, Stephen B. Pudles, Jeffrey J. Gutovich and Barry Rodgers as members of our board of directors and Messrs. Fred and Aldeanueva as Chief Executive Officer and President and Chief Financial Officer, Treasurer and Secretary of CB Pharma, respectively (such new officers and directors collectively referred to herein as the “New Management”), all to take effect upon approval of the Extension Amendment and expiration of the 10-day waiting period from the date of mailing of this proxy statement/information statement to shareholders of record on the record date (such period of time being referred to herein as the “Waiting Period”) and (ii) tendered their resignations to be effective upon approval of the Extension Amendment and expiration of the Waiting Period.

As a result of the foregoing, upon approval of the Extension Amendment, the Conversion Amendment and Name Change Amendment proposals and effectuation of the Extension, our entire slate of officers and directors will be newly appointed directors. Please read this information statement carefully. It contains certain biographical and other information concerning the New Management to be in place upon approval of the Extension Amendment, the Conversion Amendment and Name Change Amendment proposals and effectuation of the Extension and expiration of the waiting period.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

These Questions and Answers are only summaries of the matters they discuss.  They do not contain all of the information that may be important to you.  You should read carefully the entire document, including the annexes to this proxy statement.

We will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment, and Conversion Amendment proposals, after taking into account the Conversion. public shares that holders elected to convert into their pro rata portion of the funds held in the trust account (the “Conversion”). The Conversion shall take effect as a repurchase as a matter of Cayman Islands law.

FORWARD-LOOKING STATEMENTS

We believe that some of the information in this proxy statement constitutes forward-looking statements.  You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words.  You should read statements that contain these words carefully because they:

We believe it is important to communicate our expectations to our shareholders.  However, there may be events in the future that we are not able to predict accurately or over which we have no control.  The cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution of the funds from the trust account and CB Pharma’sOrigo’s ability to finance and consummate any proposed business combination following the distribution of funds from the trust account.combination.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to CB PharmaOrigo or any person acting on CB Pharma’sOrigo’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.  Except to the extent required by applicable laws and regulations, CB PharmaOrigo undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/information statement or to reflect the occurrence of unanticipated events.

CB PharmaBACKGROUND

We are a Cayman Islands exempted company incorporated on August 26, 2014 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

In December 2014, we consummated our IPO of 4,200,000 units, including 200,000 units under the underwriters’ over-allotment option, with each unit consisting of one ordinary share, one right to receive one-tenth of one ordinary share upon consummation of a business combination and one warrant to purchase one-half of one ordinary share at a price of $11.50 per full share.  The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $42,000,000.

Prior to our IPO, our initial shareholders purchased an aggregate of 1,050,000 initial shares from us for an aggregate of $25,000, and simultaneously with the consummation of the IPO, the insiders and the underwriters in the IPO purchased an aggregate of 286,000 units (the “private units”), of which our initial shareholders purchased 265,000 private units and the underwriters purchased 21,000 private units, all for an aggregate of $2,860,000.  The net proceeds of the IPO plus the proceeds of the sale of the private units were deposited in the trust account.  

On June 10, 2016, the Company held an extraordinary general meeting of shareholders (the “Initial Meeting”). At the Initial Meeting, the shareholders approved each of the following items: (i) the Initial Extension (ii) an amendment to the amended and restated memorandum and articles of association (the “charter”) to allow the holders of public shares to elect to convert their public shares 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”. Under Cayman Islands law, the amendments to the charter took effect upon their approval.

On May 20, 2016, we entered into an agreement (the “Transfer Agreement”) with the holders of the 1,050,000 ordinary shares issued by us prior to the IPO (such shares being referred to as the “initial shares” and the holders of the initial shares (including the transferees described herein) being referred to as the “initial shareholders”) and each of EJF Opportunities, LLC, Stephen B. Pudles, Jose M. Aldeanueva, Jeffrey J. Gutovich Profit Sharing Plan and Barry Rodgers (collectively being referred to as the “investors”) pursuant to which the initial shareholders transferred to the investors the 1,050,000 initial shares held by them. Our former directors also (i) appointed Edward J. Fred, Jose M. Aldeanueva, Stephen B. Pudles, Jeffrey J. Gutovich and Barry Rodgers as members of our board of directors and Messrs. Fred and Aldeanueva as Chief Executive Officer and President and Chief Financial Officer, Treasurer and Secretary of the Company, respectively (such new officers and directors collectively referred to herein as the “Current Management”), and (ii) tendered their resignations to be effective upon approval of the prior extension amendment in June 2016.

At the Initial Meeting, shareholders holding 1,054,401 public shares exercised their right to convert such public shares into a pro rata portion of the trust account. As a result, 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 Current 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, and deposited in the trust account.

On December 12, 2016, the Company held an annual general meeting of shareholders (the “Second Meeting”). At the Second Meeting, the shareholders approved the Second Extension. At the Second Meeting, shareholders holding 36,594 public shares exercised their right to convert such public shares into a pro rata portion of the trust account. Because the Second Extension was approved, the Current Management of the Company provided a loan to the Company of $0.10 for each public share that was not converted, for an aggregate amount of approximately $310,900, and deposited in the trust account. In addition to the aforementioned contribution, Current Management subsequently loaned the Company an additional $134,100 for the Company’s working capital needs, for an aggregate of approximately $1.4 million loaned to the Company, which, with interest, will equal $1.5 million at the time of repayment.  If the Extension Amendment is not approved, the loans 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.

As of May 25, 2016, CB PharmaFebruary [●], 2017, Origo had approximately $42.9$[●] million, representing approximately $[●] per share of cash in the trust account.

The mailing address of CB PharmaOrigo’s principal executive office is 2 Gansevoort St., 9th Floor,708 Third Avenue, New York, NY 10014,10017, and its telephone number is (781) 652-4500.(212) 634-4512.

THE EXTENSION AMENDMENT CONVERSION AMENDMENT AND NAME CHANGE
AMENDMENT PROPOSALS

The Extension Amendment Proposal

CB PharmaOrigo is proposing to amend its charter to extend the date by which CB PharmaOrigo has to consummate a business combination to the Extended Date.

On December 19, 2016, we 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 shareholders of Origo as of the Effective Time (as defined below) (the “OAC Representative”).

Aina Le’a is a residential and commercial real estate developer of distinctive master-planned communities in Hawaii. Aina Le’a’s principal development project is a 1,099-acre residential and commercial master planned community called The Extension Amendment,Villages of Aina Le’a (“The Villages”). Located within the Conversion Amendmentresort area on the Kohala Coast on the west coast of Hawaii’s “Big Island”, The Villages will offer a combination of single family home sites, local family townhouses, luxury townhouses, and estate lots, as well as a retail and commercial center, and golf course with lodge. Sloping elevations of approximately 150-550 feet above sea level will provide approximately 70% of all lots with sweeping ocean views of the Big Island’s famed “Gold Coast.” The development’s close proximity to Queen Kaahumanu Highway offers easy access to top beaches, restaurants, shopping, and the Name Change Amendment are essentialairport. The development plan for The Villages is structured in three phases, with Phase I construction underway. Phase I is comprised of a 61-acre development consisting of townhouse units, luxury villas, and single family lots.

Pursuant to the overall implementationMerger Agreement, subject to the terms and conditions set forth therein, at the closing of the boardtransactions contemplated by the Merger Agreement (the “Closing”), Origo will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity (the “Merger”). As a result of directors’ planthe consummation of the Merger, Origo will cease to allow CB Pharma moreexist and the holders of Origo equity securities and warrants, options and rights to acquire or convert into Origo equity securities will convert into Aina Le’a equity securities and warrants, options and rights to acquire or convert into Aina Le’a equity securities. More specifically, at the effective time of the Merger (the “Effective Time”):

However, the Company will not be able to complete the Merger by March 12, 2017. Therefore, our board has determined that it is in the best interests of our shareholders to extend the date that Origo has to consummate a business combination. Approval of the Extension Amendment and the Conversion Amendment is a conditioncombination to the implementation ofExtended Date in order to consummate the Extension. The Name Change Amendment is not a condition to the implementation of the Extension.Merger or another business combination.

If the Extension Amendment proposal is not approved, we will automatically wind up, dissolve and liquidate starting on JuneMarch 12, 2016.2017.

The board of directors believes that decisions regarding CB Pharma’sOrigo’s future, such as whether to continue its existence or have its existence terminate, should be determined by CB Pharma’sOrigo’s current shareholders and they should not be bound by the restrictions implemented by the shareholders at the time of the IPO.IPO or as contained in the charter.  The current shareholders should not be prohibited from amending the charter to allow CB PharmaOrigo to continue its existence, especially since all holders of public shares are being offered the opportunity to convert their public shares and receive their pro rata portion of the trust account in connection with the approval of the proposals which will occur close in time to JuneMarch 12, 2016 as contemplated in the IPO prospectus.  2017.

If the Extension Amendment is approved, the New Management has agreed to make the Contribution of $0.20 for each public share that is not converted, or up to an aggregate of approximately $840,000. We will deposit the amount of the Contribution in the trust account. Accordingly, if the Extension Amendment, Conversion Amendment and Name Change Amendment are approved and the Extension is completed, the conversion amount per share in any subsequent business combination or liquidation will be approximately $10.41 per share, in comparison to the current conversion amount of approximately $10.21 per share if the Extension Amendment, Conversion Amendment and Name Change Amendment are not approved. The Contribution is a condition to the implementation of the Extension Amendment and the Conversion Amendment. The Contribution will not occur if the Extension Amendment or the Conversion Amendment is not approved or the Extension is not complete.

The Conversion Amendment Proposal

The Conversion Amendment proposal allows the holders of public shares to elect to convert their public shares into their pro rata portion of the funds held in the trust account if the Extension Amendment is approved. The Conversion Amendment proposal will not be presented unless the Extension Amendment is approved. Approval of the Extension Amendment and the Conversion Amendment is a condition to the implementation of the Extension. We will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment, Conversion Amendment and Name Change Amendment proposals, after taking into account the Conversion.

All holders of CB Pharma’sour public shares, who vote in favor of the Conversion Amendment, whether they vote for or against the Extension Amendment, are entitled to convert all or a portion of their public shares into their pro rata portion of the trust account, provided that the Extension is implemented.  Voting in favor of the Conversion Amendment does not require you to convert your public shares.  You must, however, vote in favor of the Conversion Amendment in order to convert your public shares.

A public shareholder’s election to convert his public shares shall constitute consent for CB Pharmathe Company to remove the Withdrawal Amount from the trust account relating to converted public shares, deliver to the holders of such shares so tendered such pro rata portion of the trust account and leave the remainder of the funds in the trust account until the earlier to occur of (y) the completion of a business combination or (z) the Extended Date.  

CB Pharma estimatesWe estimate that the per-share pro rata portion of the trust account will be approximately $10.21$[●] at the time of the extraordinary general meeting. The closing price of CB Pharma’sour ordinary shares on May 25, 2016February [●], 2017 was $10.10.$[●]. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public shareholder receiving approximately $0.11$[●] more than if he sold his shares in the open market. CB PharmaThe Company cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

If the Extension Amendment and Conversion Amendment areis approved, the NewCurrent Management has agreed to make the Contribution of $0.20$[●] for each public share that is not converted, or upportion thereof, that is needed by Origo to ancomplete the Merger or another business combination from March 12, 2017 (the date by which Origo is currently required to complete its business combination) until the Extended Date (the “Contribution”). For example, if Origo takes until September 12, 2017 to complete its business combination, which would represent six calendar months, Origo’s insiders would make aggregate Contributions of approximately $840,000. We$[●] (assuming no public shares were converted). Each Contribution will deposit the amount of the Contributionbe deposited in the trust account.account established in connection with Origo’s initial public offering within seven calendar days from the beginning of such calendar month (or portion thereof). Accordingly, if the Extension Amendment and the Conversion Amendment areis approved and the Extension is completed,implemented and Origo takes the full time through the Extended Date to complete the initial business combination, the conversion amount per share in any subsequentat the meeting for such business combination or Origo’s subsequent liquidation will be approximately $10.41$[●] per share, in comparison to the current conversion amount of approximately $10.21$10.50 per share if the Extension Amendment and the Conversion Amendment are not approved.(assuming no public shares were converted). The Contribution is a condition to the implementation of the Extension Amendment and the Conversion Amendment. The amount of the Contribution will not bear interest and will be repayable by us to the New Management upon consummation of an initial business combination.

At the timeoccur if the Extension Amendment becomes effective, CB Pharmais not approved or the Extension is not completed. Current Management will also amendhave the trust account agreementsole discretion whether to (i) permit the withdrawal of the Withdrawal Amount from the trust account, (ii) allowcontinue extending for the Contribution and (iii) extend the date on which to liquidate the trust account toadditional calendar months until the Extended Date.

The Name Change Amendment Proposal

CB Pharma is proposing to change the company’s name from “CB Pharma Acquisition Corp.” to “Origo Acquisition Corporation.” This is being proposed in connection with the New Management being appointed as they believe it will assist them in locating a suitable target business with which to complete an initial business combination. Approval of the Name Change Amendment is not a condition to the implementation of the Extension.

Shareholders will not be required to exchange outstanding share certificates for new share certificates if the Name Change Amendment proposal is adopted.

The full text of the Extension Amendment Conversion Amendment and Name Change Amendment resolutions areresolution is set forth in Annex A.

Reasons for the ProposalsExtension Amendment Proposal

CB Pharma’sOrigo’s IPO prospectus and charter provided that CB PharmaOrigo had until June 12, 2016 to complete a business combination. CB PharmaIn June 2016, the Company’s shareholders approved the Initial Extension and that date was later extended to December 12, 2016. In December 2016, the Company’s shareholders approved the Second Extension and that date was further extended to March 12, 2017. Origo and its officers and directors agreed that it would not seek to amend CB Pharma’sOrigo’s charter to allow for a longer period of time to complete a business combination unless it provided dissenting holders of publishpublic shares with the right to seek conversion of their public shares in connection therewith. CB PharmaOrigo has determined that it will not be able to consummate a business combination by JuneMarch 12, 2016.2017. Accordingly, CB PharmaOrigo is proposing the Extension Amendment and Conversion Amendment proposals to allow for a longer period of time to complete athe Merger or another business combination and comply with the IPO prospectus.

If the Extension Amendment Conversion Amendment or Name Change Amendment Proposals Areis Not Approved

If the Extension Amendment Conversion Amendment or Name Change Amendment areis not approved,we will automatically wind up, dissolve and liquidate starting on JuneMarch 12, 2016.2017.

The holders of the initial shares have waived their rights to participate in any liquidation distribution with respect to such initial shares.  There will be no distribution from the trust account with respect to CB Pharma’sOrigo’s rights or warrants which will expire worthless in the event we wind up.  CB PharmaOrigo will pay the costs of liquidation from its remaining assets outside of the trust account.  If such funds are insufficient, Fortress BiotechEdward Fred has agreed to advance the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.

If the Extension Amendment is not approved, the holders of the public shares will not vote on the Conversion Amendment or the Name Change Amendment, and the trust account will be liquidated as described above. If the Conversion Amendment is not approved, the Company will not effect the Extension and the Contribution will not be made.

If the Extension Amendment the Conversion Amendment and the Name Change Amendment Areis Approved

If the Extension Amendment the Conversion Amendment and the Name Change Amendment areis approved, CB PharmaOrigo will file an amendment to the charter to extend the time it has to complete a business combination until the Extended Date and change the company’s name to “Origo Acquisition Corporation.”  CB PharmaDate. Origo will remain a reporting company under the Securities Exchange Act of 1934 and its units, ordinary shares, rights and warrants will remain publicly traded.  CB PharmaOrigo will then continue to work to consummate athe Merger or another initial business combination by the Extended Date under the New Management.Date.

You are not being asked to vote on the Merger or any other proposed business combination at this time. If the Extension is implemented and you do not elect to convert your public shares, you will retain the right to vote on the Merger or any other proposed business combination when and if one is submitted to shareholdersand the right to convert your public shares into a pro rata portion of the trust account in the event the Merger or another proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

If the Extension Amendment and Conversion Amendment areis approved, the NewCurrent Management has agreed to make the Contribution of $0.20$[●] for each public share that is not converted, or upportion thereof, that is needed by Origo to ancomplete the Merger or another business combination from March 12, 2017 (the date by which Origo is currently required to complete its business combination) until the Extended Date (the “Contribution”). For example, if Origo takes until September 12, 2017 to complete its business combination, which would represent six calendar months, Origo’s insiders would make aggregate Contributions of approximately $840,000. We$[●] (assuming no public shares were converted). Each Contribution will deposit the amount of the Contributionbe deposited in the trust account.account established in connection with Origo’s initial public offering within seven calendar days from the beginning of such calendar month (or portion thereof). Accordingly, if the Extension Amendment and the Conversion Amendment areis approved and the Extension is completed,implemented and Origo takes the full time through the Extended Date to complete the initial business combination, the conversion amount per share in any subsequentat the meeting for such business combination or Origo’s subsequent liquidation will be approximately $10.41$[●] per share, in comparison to the current conversion amount of approximately $10.21$10.50 per share if the Extension Amendment and the Conversion Amendment are not approved.(assuming no public shares were converted). The Contribution is a condition toconditional upon the implementation of the Extension Amendment. The Contribution will not occur if the Extension Amendment andis not approved or the Conversion Amendment.Extension is not completed. The amount of the Contribution will not bear interest and will be repayable by us to the NewCurrent Management upon consummation of an initial business combination. If Current Management advises us that it does not intend to make the Contribution, then the Extension Amendment and the Adjournment Proposal will not be put before the shareholders at the extraordinary general meeting and we will dissolve and liquidate in accordance with our charter. Current Management will have the sole discretion whether to continue extending for additional calendar months until the Extended Date.

If the Extension Amendment Conversion Amendment and Name Change Amendment proposals areis approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Conversion will reduce the amount held in the trust account and CB Pharma’sOrigo’s net asset value based on the number of shares that seek conversion.  CB PharmaOrigo cannot predict the amount that will remain in the trust account if the Extension Amendment and Conversion Amendment proposals areis approved, and the amount remaining in the trust account may be only a small fraction of the approximately $42$[●] million that was in the trust account as of May 31, 2016.February [●], 2017.  However, we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment and the Conversion Amendment proposals (not including the Contribution).

Conversion Rights

If the Extension Amendment Conversion Amendment and Name Change Amendment proposals areis approved, and the Extension is implemented, each public shareholder, who votes in favor ofwhether they vote for or against the ConversionExtension Amendment, may seek to convert his public shares for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid and funds released to the Company for working capital, calculated as if they had voted against a business combination proposal. You will also be able to convert your public shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.

To demand conversion, you must check the box on the proxy card provided for that purpose and return the proxy card in accordance with the instructions provided and, at the same time, ensure your bank or broker complies with the requirements identified elsewhere herein, including delivering your shares to the transfer agent prior to the vote on the Extension Amendment, Conversion Amendment and name change amendmentTO DEMAND CONVERSION, YOU MUST CHECK THE BOX ON THE PROXY CARD PROVIDED FOR THAT PURPOSE AND RETURN THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT. You will only be entitled to receive cash in connection with a conversion of these shares if you continue to hold them until the effective date of the Extension Amendment and Conversion.Amendment.

In connection with tendering your shares for conversion, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the vote for the Extension Amendment, Conversion Amendment and Name Change Amendment, or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the vote at the extraordinary general meeting ensures that a converting holder’s election is irrevocable once the Extension Amendment the Conversion Amendment and Name Change Amendment areis approved. In furtherance of such irrevocable election, shareholders making the election will not be able to tender their shares after the vote at the extraordinary general meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical stock certificates and wish to convert may be unable to meet the deadline for tendering their shares before exercising their conversion rights and thus will be unable to convert their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment Conversion Amendment and Name Change Amendment will not be converted into a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders its shares and decides prior to the vote at the extraordinary general meeting that it does not want to convert its shares, the shareholder may withdraw the tender. If you delivered your shares for conversion to our transfer agent and decide prior to the vote at the extraordinary general meeting not to convert your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at address listed above. In the event that a public shareholder tenders shares and the Extension Amendment the Conversion Amendment and Name Change Amendment areis not approved, or are abandoned, these shares will not be converted and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment the Conversion Amendment and the Name Change Amendment will not be approved or will be abandoned.approved. The Company anticipates that a public shareholder who tenders shares for conversion in connection with the vote to approve the Extension Amendment, the Conversion Amendment and Name Change Amendment would receive payment of the conversion price for such shares soon after the completion of the Extension. The transfer agent will hold the certificates of public shareholders that make the election until such shares are converted for cash or returned to such shareholders.

If properly demanded, the Company will convert each public share for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid and funds released to the Company for working capital, calculated as of two days prior to the filing of the amendment to the charter. As of the record date, this would amount to approximately $10.21$[●] per share. The closing price of CB Pharma’sOrigo’s ordinary shares on May 25, 2016February [●], 2017 was $10.10.$[●]. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public shareholder receiving approximately $0.11$[●] more than if he, she or it sold histheir shares in the open market. Additionally, if the Extension Amendment Conversion Amendment and Name Change Amendment areis approved and NewCurrent Management makes the Contribution, the conversion price for any subsequent business combination or liquidation will be approximately $10.41,$[●], or $0.20$[●] per share more than the current conversion price.

If you exercise your conversion rights, you will be exchanging your ordinary shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you vote for or against the Conversion Amendment,Extension Proposal, properly demand conversion and tender your stock certificate(s) to the Company’s transfer agent prior to the vote for the Extension Amendment, Conversion Amendment and Name Change Amendment. If the Extension Amendment the Conversion Amendment and Name Change Amendment areis not approved, or if they are abandoned, these shares will be redeemed in accordance with the terms of the charter promptly following the meeting as described elsewhere herein.

The ExtraordinaryBoard’s Reasons for the Extension Amendment

If the Extension Amendment is approved by the requisite vote of shareholders, after the Withdrawal, the remaining holders of public shares will retain their right to redeem their shares for a pro rata portion of the funds available in the trust account upon consummation of its initial business combination. In addition, public shareholders who vote for the Extension Amendment and do not elect to exercise their conversion rights will have the opportunity to participate in any liquidation distribution if the Company has not completed a business combination by the Extended Date. However, the Company will not proceed with the Extension Amendment, if after the Conversion, the Company fails to have net tangible assets greater than $5,000,001.

Origo is not asking you to vote on the Merger or any other proposed business combination at this time. If you vote in favor of the Extension Amendment and do not elect to convert your public shares, you will retain the right to vote on the Merger or any other proposed business combination in the future and the right to convert your public shares into a pro rata portion of the trust account in the event the Merger or another proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

As discussed above, after careful consideration of all relevant factors, Origo’s board of directors has determined that the Extension Amendment is fair to, and in the best interests of, Origo and its shareholders.  The board of directors has approved and declared advisable adoption of the Extension Amendment and recommends that you vote “FOR” such adoption.  The board of directors expresses no opinion as to whether you should convert your public shares.

Required Vote

The affirmative vote of 66-2/3% of Origo’s outstanding ordinary shares who attend and vote at the extraordinary general meeting for the Extension Amendment will be required to approve the Extension Amendment

Recommendation of the Board

The Board recommends that you vote “FOR” the Extension Amendment.  The Board expresses no opinion as to whether you should convert your public shares.

THE ADJOURNMENT PROPOSAL

The adjournment proposal, if adopted, will request the chairman of the extraordinary general meeting (who has agreed to act accordingly) to adjourn the extraordinary general meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting to approve the Extension Amendment. If the adjournment proposal is not approved by our shareholders, the chairman of the meeting shall not adjourn the extraordinary general meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting to approve the Extension Amendment.

The full text of the Adjournment Proposal is set forth in Annex A.

Required Vote

The affirmative vote of a majority of the Company’s shares present (in person or by proxy) and voting at the extraordinary general meeting will be required to direct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment.

Recommendation

The Board recommends that you vote “FOR” the adjournment proposal.

THE EXTRAORDINARY GENERAL MEETING

Date, Time and PlacePlace..   The extraordinary general meeting of CB Pharma’sOrigo’s shareholders will be held at 11:10:00 a.m., EDTEST on JuneMarch 10, 2016,2017, at the offices of CB Pharma’sOrigo’s counsel, Graubard Miller,Ellenoff Grossman & Schole LLP, at 405 Lexington1345 Avenue of the Americas, 11^th Floor, New York, NY 10174.10105.

Voting Power; Record Date.  You will be entitled to vote or direct votes to be cast at the extraordinary general meeting, if you owned CB PharmaOrigo ordinary shares at the close of business on May 25, 2016,February 17, 2017, the record date for the extraordinary general meeting.  You will have one vote per proposal for each CB PharmaOrigo share you owned at that time.  CB PharmaOrigo rights and warrants do not carry voting rights.

Votes Required.  Approval of the Extension Amendment Conversion Amendment and Name Change Amendment proposalsproposal will require a special resolution (a resolution passed by a majority of at least two-thirds of members who, being entitled to do so, vote at the extraordinary general meeting). The affirmative vote of a majority of the Company’s shares present (in person or by proxy) and voting at the extraordinary general meeting will be required to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment. 

At the close of business on the record date, there were 5,536,0004,445,005 outstanding ordinary shares of CB PharmaOrigo each of which entitles its holder to cast one vote per proposal.

If you do not want the Extension Amendment Conversion Amendment and Name Change Amendment approved, you must vote against such proposals.the proposal. If you want to obtain your pro rata portion of the trust account in the event the Extension is implemented, which will be paid shortly after the shareholder meeting which is scheduled for JuneMarch 10, 2016,2017, you must vote for or against the ConversionExtension Amendment and demand conversion of your shares.  Holders of public shares who vote against the Conversion Amendment may not convert their public shares.

Proxies; Board Solicitation.  Your proxy is being solicited by the CB PharmaOrigo board of directors on the proposal to approve the Extension Amendment, the Conversion Amendment and the Name Change Amendment being presented to shareholders at the extraordinary general meeting.  No recommendation is being made as to whether you should elect to convert your shares.  Proxies may be solicited in person or by telephone.  If you grant a proxy, you may still revoke your proxy and vote your shares in person at the extraordinary general meeting.

We have retained Advantage Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com. The Company has agreed to pay Advantage Proxy a fee of $5,500 and expenses, for its services in connection with the special meeting.

Required Vote

Approval of the Extension Amendment Conversion Amendment and Name Change Amendment proposals will require a special resolution (a resolution passed by a majority of at least two-thirds of members who, being entitled to do so, vote at the extraordinary general meeting). CB Pharma’s board

The affirmative vote of directorsa majority of the Company’s shares present (in person or by proxy) and voting at the extraordinary general meeting will abandonbe required to elect the Conversion AmendmentClass A director, to direct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and Name Change Amendmentvote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment is not approved.  In that case, CB Pharma will automatically wind up, liquidate and dissolve starting on June 12, 2016.Amendment.

All of CB Pharma’sOrigo’s directors, executive officers, initial shareholders and their affiliates as well as the New Management, are expected to vote all ordinary shares owned by them in favor of the Extension Amendment and the Conversion Amendment and Name Change Amendment.Adjournment Proposal.  On the record date, such holders represented approximately 23%23.6% of CB Pharma’sOrigo’s issued and outstanding ordinary shares.

In addition, CB Pharma’sOrigo’s directors, executive officers, initial shareholders and their affiliates as well as New Management, may choose to buy ordinary shares of CB PharmaOrigo in the open market and/or through negotiated private purchases.  In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Conversion Amendment and Name Change Amendment proposals and elected to convert their shares into a portion of the trust account.  Any ordinary shares of CB PharmaOrigo purchased by affiliates will be voted in favor of the Extension Amendment, Conversion Amendment and Name Change Amendment proposals.Amendment.

Interests of CB Pharma’sOrigo’s Current DirectorsManagement and Officers and NewPrior Management

When you consider the recommendation of the CB PharmaOrigo board of directors, you should keep in mind that CB Pharma’sOrigo’s current and prior executive officers and directors, including New Management, have interests that may be different from, or in addition to, your interests as a shareholder.  These interests include, among other things:

The Board’s Reasons for the Extension Amendment, Conversion Amendment and Name Change Amendment Proposals and Its Recommendation

As discussed above, after careful consideration of all relevant factors, CB Pharma’s board of directors has determined that the Extension Amendment, Conversion Amendment and Name Change Amendment proposals are fair to, and in the best interests of, CB Pharma and its shareholders.  The board of directors has approved and declared advisable adoption of the Extension Amendment, Conversion Amendment and Name Change Amendment proposals, and recommends that you vote “FOR” such adoption.  The board expresses no opinion as to whether you should convert your public shares.

CB Pharma’s IPO prospectus and charter provided that CB Pharma had until June 12, 2016 to complete a business combination. CB Pharma’s IPO prospectus and charter further stated that CB Pharma would not take any action to amend its charter to allow it to survive for a longer period of time unless it provided dissenting shareholders with the opportunity to seek conversion of their shares. Accordingly, CB Pharma is circulating this proxy statement/information statement to satisfy that requirement.

CB Pharma is not asking you to vote on any proposed business combination at this time. If you vote in favor of the Extension Amendment and do not elect to convert your public shares, you will retain the right to vote on any proposed business combination in the future and the right to convert your public shares into a pro rata portion of the trust account in the event the proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

After careful consideration of all relevant factors, CB Pharma’s board of directors determined that the Extension Amendment, Conversion Amendment and Name Change Amendment are fair to and in the best interests of CB Pharma and its shareholders.

The Board of Directors recommends that you vote “FOR” the Extension Amendment, Conversion Amendment and Name Change Amendment proposals.  The Board of Directors expresses no opinion as to whether you should convert your public shares.

INFORMATION ON NEW MANAGEMENT

The following sets forth information regarding (i) the Company’s current officers and directors and (ii) the Company’s officers and directors following the Extension and expiration of the applicable 10-day waiting period described elsewhere herein. Except with respect to the Transfer Agreement, there is no agreement or understanding between the Company and each current or proposed officer or director pursuant to which he was selected as an officer or director.

Lindsay A. Rosenwald, M.D., has served as our Co-Chairman of the Board and Chief Executive Officer since our inception. Dr. Rosenwald is a co-founder of Opus Point Partners, LLC, a long-short hedge fund that specializes in life science investments founded in January 2009, and he has served as one of its partners since such time. From 1991 to 2008, he served as the Chairman of Paramount BioCapital, Inc., a private investment banking firm and an SEC- and NASD-registered broker-dealer specializing in private placements of equity and debt securities for publicly-traded and privately-held companies in the biomedical, biopharmaceutical and medical technology industries. He also served as managing member of Paramount Biosciences LLC (and its predecessor, Paramount BioCapital Investments, LLC), an entity engaged in the research, formation and acquisition of seed-stage and distressed life science technologies and companies, identifying and evaluating a broad spectrum of therapeutic and medical technologies in order to capture innovations with significant commercial potential from 1996 to 2008, and as chairman and chief executive officer of Paramount BioCapital Asset Management, Inc., an asset management firm focused on healthcare and life science companies, from 1994 to 2008. Dr. Rosenwald also served as Chairman of the Board of Paramount Acquisition Corp., a blank check company, from October 2005 until its merger with B.J.K. Inc., a New York corporation doing business as Chem Rx (“Chem Rx”), in October 2007. Chem Rx was unprofitable in the period shortly after the consummation of the business combination, in less than two years stopped complying with its SEC reporting obligations, and in less than three years filed a bankruptcy petition. Dr. Rosenwald has served as the Chairman, President and Chief Executive Officer of Fortress Biotech since December 2013 and has served as a member of its board of directors since October 2009. Dr. Rosenwald received his B.S. in finance from Pennsylvania State University and his M.D. from Temple University School of Medicine.

Michael S. Weiss has served as our Co-Chairman of the Board of Directors since our inception. Michael S. Weiss is a co-founder of Opus Point Partners, LLC which was founded in 2009 and has served as one of its partners since such time. In 1999, Mr. Weiss founded Access Oncology, a cancer focused biotechnology company, which was later acquired by Keryx Biopharmaceuticals, Inc. in 2004. Following the merger, Mr. Weiss remained as Chief Executive Officer of Keryx until 2009. Keryx incurred net losses in each of the years during which Mr. Weiss served as Chief Executive Officer, with a maximum net loss of approximately $90 million. Mr. Weiss began his professional career as a lawyer with Cravath, Swaine & Moore LLP in New York City. In 2011, Mr. Weiss co-founded TG Therapeutics, Inc. (NASDAQ: TGTX), a publicly-traded biotechnology company focused on acquiring, developing and commercializing drugs for the treatment of b-cell malignancies. Mr. Weiss currently serves as TG’s Executive Chairman, Interim CEO and President. Mr. Weiss has served as Executive Vice Chairman, Strategic Development of Fortress since February 2014 and from December 2013 to February 2014 served as Co-Vice Chairman of its board of directors. Mr. Weiss earned his J.D. from Columbia Law School and his B.S. in Finance from The University at Albany. 

George C. Avgerinos, Ph.D., has served as our Chief Operating Officer and Secretary since our inception. Dr. Avgerinos has served as Senior Vice President, Biologics Operations of Fortress since June 2013. Dr. Avgerinos joined Fortress from AbbVie Inc., where he had been Vice President, HUMIRA® Manufacturing Sciences and External Partnerships since 1990. In his 23 year career at AbbVie, formerly Abbott Laboratories, formerly BASF Bioresearch Corporation (BASF), Dr. Avgerinos had responsibility for many aspects of Biologics development and operations. These included the HUMIRA®operations franchise, global biologics process and manufacturing sciences, biologics CMC, manufacturing operations, and third party manufacturing. During his tenure, Dr. Avgerinos led and participated in the development of numerous clinical candidates which included the launch of HUMIRA®. He supported expansion of the supply chain to over $9 Billion in annual global sales. Dr. Avgerinos’ efforts on HUMIRA® have been recognized with numerous awards, including the prestigious Abbott’s Chairman’s award in 2011. Dr. Avgerinos started his career at Biogen, Inc. in 1981 and subsequently joined Collaborative Research Inc. while serving as Adjunct Associate Professor of Chemical Engineering at Tufts University. Dr. Avgerinos has authored numerous publications in the area of biotechnology product development and manufacturing and holds a number of product and process patents. Dr. Avgerinos received a B.A. in Biophysics from the University of Connecticut and a Ph.D. in Biochemical Engineering from the Massachusetts Institute of Technology.

Adam J. Chill has served as a member of the Board since November 2014. Mr. Chill is the President of and a Portfolio Manager at Kingsbrook Partners LP, an alternative asset management firm he co-founded in March 2009.  From February 2001 to March 2009, Mr. Chill was a Portfolio Manager and Managing Director at Highbridge Capital Management, LLC, an alternative asset management firm owned by J.P. Morgan Asset Management. At Highbridge, Mr. Chill was responsible for structuring, negotiating and monitoring Highbridge’s portfolio of structured investments in public and private companies worldwide.  From April 2000 to February 2001, Mr. Chill worked at Angelo, Gordon & Co., an alternative asset management firm.  From October 1992 to April 2000, Mr. Chill was a corporate attorney specializing in securities and mergers and acquisitions at Stroock & Stroock & Lavan LLP.  Mr. Chill serves as Vice President and a member of the Executive Committee of the American Friends of Shalva, the Association for Mentally and Physically Challenged Children in Israel. Mr. Chill received his B.A., magna cum laude, from Yeshiva University and his J.D. from Columbia University School of Law, where he was a Harlan Fiske Stone Scholar. 

Arthur Asher Kornbluth, M.D. has served as a member of the Board since November 2014. Dr. Kornbluth has been practicing medicine for the past 25 years. Dr. Kornbluth is a Board Certified Gastroenterologist and Clinical Professor of Medicine at Mount Sinai Medical Center and the Icahn School of Medicine at Mount Sinai in New York City, an internationally recognized leading center in the clinical research and management of inflammatory bowel disease. Dr. Kornbluth is an active clinical investigator and practicing clinician, with a large practice specializing in the management of patients with complex inflammatory bowel disease. He has published in peer-reviewed journals regarding the pharmacologic and biologic treatments of inflammatory bowel disease. He is the author of several book chapters regarding the diagnosis and management of inflammatory bowel disease. He is the principal author of the American College of Gastroenterology’s “Ulcerative Colitis Practice Guidelines in Adults” for all three editions. He has taught and lectured throughout the United States and has received numerous awards as a medical educator. He is a member of the American Gastroenterology Association, the American College of Gastroenterology and the Alpha Omega Alpha Honor Medical Society, for which he was selected as both an educator and clinician at the Mount Sinai School of Medicine. He is a member of the Crohn’s and Colitis Foundation of America and has served on the Foundation’s Clinical Research Alliance and on their Clinical Trials Protocol Review Committee. Dr. Kornbluth received his B.S. from Brooklyn College and his M.D. from Downstate Medical Center. He completed his postgraduate training in internal medicine at the Albert Einstein College of Medicine, where he was chosen as chief medical resident. He performed his gastroenterology fellowship at the Mount Sinai Medical Center in New York City.

Neil Herskowitz has served as a member of the Board since November 2014. Mr. Herskowitz has served as the Managing Member of ReGen Partners LLC, an investment fund located in New York, and as the President of its affiliate, Riverside Claims LLC, since June 2004. He serves on the board of directors of TG Therapeutics, Inc., a biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for cancer and autoimmune diseases, and Starting Point Services for Children, a not-for-profit corporation. Mr. Herskowitz previously served as a director and Audit Committee Chairman of Chelsea Therapeutics, a publicly traded pharmaceutical development company.  Mr. Herskowitz received a B.B.A. in Finance from Bernard M. Baruch College in 1978.

Edward J. Fred brings over 35 years of experience in the executive and financial management of publicly-traded and privately-held companies, including nearly 30 years in the aerospace and defense industry. Mr. Fred retired from CPI Aerostructures, Inc. in March 2014 having been an officer commencing in February 1995 and a director commencing in January 1999. He was CPI’s controller from February 1995 to April 1998, when he was appointed chief financial officer, a position he held until June 2003 and then from January 2004 to May 2004. He was executive vice president from May 2000 until December 2001 and was appointed President in January 2002 and Chief Executive Officer in January 2003 and served in such capacities until he retired. For approximately ten years prior to joining CPI, Mr. Fred served in various positions for the international division of Grumman, where he last held the position of controller. Mr. Fred serves on the Board of Trustees of Island Harvest and is active in The March of Dimes, the Sid Jacobson Community Center, 1 in 9 Breast Cancer Action Coalition - Hewlett House (co-founder of a golf outing that has raised nearly $500,000 for this cause), the Salvation Army, the Coalition Against Child Abuse & Neglect, the Children’s Sports Connection, and The Cradle of Aviation. Mr. Fred holds a Bachelor of Business Administration in Accounting from Dowling College and an Executive MBA from Hofstra University. We believe Mr. Fred is well-qualified to serve as a member of our board of directors due to his business experience and contacts.

Jose Aldeanueva brings 20 years of strategic advisory, mergers and acquisitions, corporate finance and industrial operations experience. Mr. Aldeanueva founded Stone Capital, an independent advisory practice focused on founder-owned growth companies and direct private investments, in 2007. Since its founding, Stone Capital has advised NASDAQ-listed and privately held companies in a broad range of industries such as energy, telecom services, financial services, real estate, private banking, and aviation and aerospace. Prior to Stone Capital, Mr. Aldeanueva held global client responsibilities for the energy sector with HSBC Corporate Investment Banking and Markets in New York from 2005 to 2007. His previous experience includes investment banking roles with Credit Suisse, PaineWebber and Hill Street Capital, as well as industrial operating roles with General Electric. Mr. Aldeanueva holds an MBA from the University of Chicago, a MS in Industrial Engineering from Columbia University, and a BS in Aerospace Engineering from the University of Notre Dame. We believe Mr. Aldeanueva is well-qualified to be a member of our board of directors due to his business experience and contacts.

Stephen Pudles brings over 30 years of executive experience in the aerospace, electronics and defense industries. Mr. Pudles has been retired since 2013. Prior to his retirement, Mr. Pudles served as the Chief Executive Officer of Spectral Response, an electronic contract manufacturing services company that was sold to Hunter Technology in 2014. Prior to this, Mr. Pudles was with API Nanotronics Corp. where he was Chief Executive Officer from April 2008 to June 2011 and a director from November 2008 to June 2011. From 2000 until joining API, Mr. Pudles was employed by OnCore Manufacturing Services LLC (formerly known as Nu Visions Manufacturing LLC) (“OnCore”), where he served as President and CEO from 2002 to 2007, Executive Vice President from 2007 until joining API, and Vice President from 2000 to 2001. OnCore is a contract manufacturer of printed circuit boards and other electronic hardware. Previously, he has held senior management positions with Tanon Manufacturing, Electronic Associates, IEC and Restor Industries. Mr. Pudles has a Masters of Science in management and a Bachelor of Engineering from Stevens Institute of Technology in Hoboken, New Jersey. We believe Mr. Pudles is well-qualified to serve as a member of our board of directors due to his business experience and contacts.

Jeff Gutovich brings over 30 years of entrepreneurial and executive experience that includes financial services, aviation and aerospace buy-out and operations. In February 2004, Mr. Gutovich founded Sentry Financial Services Group, Inc., a Los Angeles-based firm specialized in wealth preservation, tax minimization, and insurance strategies across a broad asset spectrum that includes aviation and aerospace, and has served as its Chief Executive Officer since its founding. Prior to Sentry, Mr. Gutovich co-founded Financial Resources Group, a professional services practice specialized in insurance, retirement and estate planning, employee benefits, and asset management, in 1986. Also in 1986, Mr. Gutovich was a partner in the leverage buyout team that acquired four operating companies from Lear Siegler, a Fortune 500 industrial conglomerate. He served as an executive officer of the new entity, BFM Aerospace Corporation, where he was responsible for corporate human resources and risk management. BFM Aerospace was sold in 1992. Mr. Gutovich began his career in 1975 as a corporate pilot. He currently maintains his commercial pilot credentials and consults with other families that have an interest in aviation related assets or activities. We believe Mr. Gutovich is well-qualified to serve as a member of our board of directors due to his business experience and contacts.

Barry Rodgers brings 50 years of entrepreneurial and executive experience, including over 30 years in the aerospace, defense, and electronics industries.  Mr. Rodgers is the founder of Rodgers Consulting Services, an independent corporate advisory practice he founded in September 2010.  Mr. Rodgers’ aerospace background includes a 20-year career with Lear Siegler, a Fortune 500 industrial conglomerate with a leading aerospace and defense business.  The company was acquired by Forstmann Little & Co in a leveraged buy-out in December 1986.  Prior to the leveraged buy-out, Mr. Rodgers served as Corporate Vice President for all of Lear Siegler’s Electronics and Material Handling Companies from July 1985 until December 1986.  After the leveraged buy-out, he was responsible for managing the companies initially identified as divestitures under Forstmann Little’s ownership that ended in June 1987.  During his career at Lear Siegler, Mr. Rodgers held a variety of engineering and executive roles of increasing responsibility that included work in the field of unmanned aircraft vehicles for the U.S. Air Force and the design and implementation of digital Fly by Wire systems for a variety of military aircraft.  After leaving Lear Siegler in April 1987, Mr. Rodgers was one of three founders of an investments firm, Raebarn Partners, which orchestrated a leveraged buy-out of a number of Lear Siegler businesses to form BFM Aerospace in November 1987.  He served as Chairman and Chief Executive Officer of BFM Aerospace from its formation in November 1987 until its sale was completed in October 1992.  Following the sale of BFM Aerospace, Mr. Rodgers founded Medox in April 1993, a medical equipment company that was sold to its Japanese partners in June 1995. Mr. Rodgers earned a ME from UCLA   and an MSc from Cranfield Institute of Technology in the UK.  During 1995, he became a Member of the Board of Trustees of Chapman University in Orange, California.  In April 1997, he and his wife founded the Rodgers Center for Holocaust Education at Chapman University.  We believe Mr. Rodgers is well-qualified to serve as a member of our board of directors due to his business experience and contacts.

Director Independence and Board Committees

Upon appointment of New Management, Messrs. Fred, Aldeanueva, Pudles, Gutovich and Rodgers will be appointed to the Board of Directors. The Company believes that each of Messrs. Pudles, Gutovich and Rodgers will be considered independent at such time.

Family Relationships

There are no family relationships among the Company’s existing or incoming directors.

Involvement in Certain Legal Proceedings

During the past ten years, no current or incoming director of the Company has:

(1) Petitioned for bankruptcy under the federal bankruptcy laws or had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or had a receiver, fiscal agent or similar officer appointed by a court, any business of which such person was a general partner or executive officer either at the time of the bankruptcy or proceeding or within two years prior to that time;

(2) Been convicted in a criminal proceeding or is a named subject of any pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Been subject to any order, judgment or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting his involvement the following activities

(4) Been subject to any order, judgment or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days his right to engage in any type of activity described in 3(a) above, or to be associated with persons engaged in any such activity;

(5) Been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; 

(6) Been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated a federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;

(7) Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or fining, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(a)         Any federal or state securities or commodities law or regulation; or

(b)         Any law or regulation respecting financing institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(c)         Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee

Effective December 12, 2014, we established an audit committee of the board of directors. Upon the appointment of New Management, the audit committee will consist of Messrs. Pudles, Gutovich and Rodgers each of whom will be an independent director under the Nasdaq’s listing standards. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

Financial Experts on Audit Committee

The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under Nasdaq listing standards. Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Mr. Pudles qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

Nominating Committee

Effective December 12, 2014, we have established a nominating committee of the board of directors. Upon the appointment of New Management, the nominating committee will consist of Messrs. Pudles, Gutovich and Rodgers each of whom will be an independent director under Nasdaq’s listing standards. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that the persons to be nominated:

Compensation Committee

Effective as of December 12, 2014, we established a compensation committee of the board of directors. Upon the appointment of New Management, the nominating committee will consist of Messrs. Pudles, Gutovich and Rodgers, each of whom will be an independent director under Nasdaq’s listing standards. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

Notwithstanding the foregoing, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and ten percent stockholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on copies of such forms received or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended November 30, 2015, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

Executive Officer and Director Compensation

No executive officer or director has received any cash compensation for services rendered to us. Commencing on the date of the IPO through May 20, 2016, we paid Fortress, an affiliate of certain of our former executive officers and directors, a fee of $10,000 per month for providing us with office space and certain office and secretarial services. However, this arrangement was solely for our benefit and was not intended to provide our executive officers or directors compensation in lieu of a salary. Such agreement was terminated on May 20, 2016. Other than this administrative fee, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our officers or directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Initial Shares

In August 2014, we 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 in the IPO was not exercised in full or in part, so that the initial shareholders would collectively own 20.0% of the issued and outstanding shares after the IPO (excluding the sale of the private units). Of these shares, 100,000 ordinary shares were repurchased in January 2015 leaving the remaining 1,050,000 initial shares outstanding.

The initial shares are identical to the ordinary shares included in the units sold in the IPO. However, the holders have agreed (A) to vote their initial shares (as well as any shares acquired after the IPO) in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to the charter 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 IPO) 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 charter 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 holders 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.

Promissory Notes

The Company issued a $200,000 principal amount unsecured promissory note to Fortress Biotech. The note was non-interest bearing and became due and payable on the consummation of the IPO. Due to the short-term nature of the note, the fair value of the note approximated the carrying amount. The Company repaid this note on December 18, 2014 from the proceeds received upon closing of the IPO.

Subsequent to the IPO, the Company issued an aggregate of $325,000 convertible promissory notes to Fortress Biotech to evidence loans made by Fortress to the Company. The loans are unsecured, non-interest bearing and payable at the consummation of a business combination. However, Fortress Biotech has agreed that it will convert the entire balance of the notes into additional private units at $10.00 per unit upon consummation of a business combination. If a business combination is not consummated, the notes 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 its trust account.

Administrative Service Fee

From December 12, 2014 through the date of the Transfer Agreement, the Company paid Fortress Biotech a monthly fee of $10,000 for general and administrative services. As of April 30, 2016, $165,000 was owed to Fortress Biotech under this agreement, which amounts were forgiven in connection with the signing of the Transfer Agreement.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth certain information regarding the beneficial ownership of CB Pharma’sOrigo’s ordinary shares as of the record date by:

As of the record date, there were a total of 5,536,0004,445,005 ordinary shares (including 4,200,0003,109,005 public shares).  Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

All of the 1,050,000 initial shares issued prior to our IPO are held in escrow with Continental Stock Transfer & Trust Company, as escrow agent, pursuant to an escrow agreement.

SHAREHOLDER PROPOSALS

If the Extension Amendment, Conversion Amendment and Name Change Amendment proposals are approved, CB Pharma’s 2016 general meeting of shareholders will likely be held on or before the Extended Date in connection with any proposed business combination.  If you are a shareholder and you want to include a proposal in the proxy statement for the year 20162017 annual general meeting, you need to provide it to CB PharmaOrigo by no later than approximately August 12, 2016.3, 2017.  You should direct any proposals to CB Pharma’sOrigo’s secretary at CB Pharma’sOrigo’s principal office.

If the Extension Amendment Conversion Amendment and Name Change Amendment proposals areis not approved, there will be no annual general meeting in 2016.2017.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Pursuant to the rules of the SEC, CB PharmaOrigo and its agents that deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of CB Pharma’sOrigo’s proxy statement/information statement.  Upon written or oral request, CB PharmaOrigo will deliver a separate copy of the proxy statement/information statement to any shareholder at a shared address who wishes to receive separate copies of such documents in the future.  Shareholders receiving multiple copies of such documents may likewise request that CB PharmaOrigo deliver single copies of such documents in the future.  Shareholders may notify CB PharmaOrigo of their requests by calling or writing CB PharmaOrigo at CB Pharma’sOrigo’s principal executive offices at 2 Gansevoort St., 9th Floor,708 Third Avenue, New York, NY 10014.10017.

WHERE YOU CAN FIND MORE INFORMATION

CB PharmaOrigo files reports, proxy statements and other information with the SEC as required by the Securities Exchange Act of 1934, as amended.  You may read and copy reports, proxy statements and other information filed by CB PharmaOrigo with the SEC at its public reference room located at 100 F Street, N.E., Washington, D.C. 20549-1004.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1004.  CB PharmaOrigo files its reports, proxy statements and other information electronically with the SEC.  You may access information on CB PharmaOrigo at the SEC website containing reports, proxy statements and other information at http://www.sec.gov.  This proxy statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this proxy statement.  Information and statements contained in this proxy statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.

This proxy statement contains important business and financial information about us that is not included in or delivered with this document.  You may obtain this additional information, or additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the Extension Amendment or the Conversion Amendment or Name Change AmendmentAdjournment Proposal by contacting us at the following address, telephone number or facsimile number:

CB PharmaOrigo Acquisition Corp.Corporation

2 Gansevoort St., 9th Floor708 Third Avenue

New York, NY 1001410017
Tel: (781) 652-4500(212) 634-4512

or:

Advantage Proxy, Inc.

P.O. Box 13581

Des Moines, WA 98198

Attn: Karen Smith

Toll Free:  (877) 870-8565

Collect:  (206) 870-8565

In order to receive timely delivery of the documents in advance of the extraordinary general meeting, you must make your request for information no later than June 1, 2016.March 3, 2017.

ANNEX A

CB PHARMAORIGO ACQUISITION CORP.CORPORATION

(the “Company”)

RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

Extension Amendment Proposal

It is resolved as a special resolution THAT, effective immediately,upon and conditional upon receipt by the Company of the initial Contribution (as defined in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February [●], 2017), provided also that such Contribution is received on or before March 12, 2017, the Amended and Restated Memorandum and Articles of Association of the Company be amended by amending Article 48.4 by deleting the introduction of such section in its entirety and replacing it with the following:

Conversion AmendmentAdjournment Proposal

It is resolved as a special resolution THAT, effective immediately,to direct the Amended and Restated Memorandum and Articles of Associationchairman of the Company be amended by addingMeeting to adjourn the Meeting to a new Article 48.12 as follows:later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal.

48.12: If the Company seeks to amend this Article 48 prior to the consummation of any Business Combination or the distribution of the Trust Fund (notwithstanding Section 48.1), the Company shall provide holders of Shares issued in the IPO with the opportunity to have such Shares repurchased by the Company for an amount equal to their pro rata share of the Trust Fund in connection with such amendment.

Name Change Amendment Proposal

It is resolved as a special resolution THAT, effective immediately, the name of CB Pharma Acquisition Corp. be changed from “CB Pharma Acquisition Corp.” to “Origo Acquisition Corporation”.

PROXY

CB PHARMAORIGO ACQUISITION CORP.CORPORATION

2 Gansevoort St., 9th Floor708 THIRD AVENUE

New York,NEW YORK, NY 1001410017

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

JUNEMARCH 10, 20162017

YOUR VOTE IS IMPORTANT

FOLD AND DETACH HERE

CB PHARMAORIGO ACQUISITION CORP.CORPORATION

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON

JUNEMARCH 10, 20162017

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated May 31, 2016,February [●], 2017, in connection with the Extraordinaryextraordinary general meeting and at any adjournments thereof (the “Meeting”) to be held at 11:10:00 a.m. EDTEST on JuneMarch 10, 20162017 at the offices of Graubard Miller, 405 LexingtonEllenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11^th Floor, New York, NY 10174,10105, and hereby appoints Lindsay A. RosenwaldJose M. Aldeanueva and Michael Weiss,Edward Fred, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all ordinary shares of CB PharmaOrigo Acquisition Corp.Corporation (the “Company”) registered in the name provided, which the undersigned is entitled to vote at the Extraordinary General Meeting of Shareholders, and at any adjournments thereof, with all the powers the undersigned would have if personally present.  Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement. The full text of the resolutions being proposed are set forth as Annex A of the Proxy Statement.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS CONSTITUTING THE EXTENSION AMENDMENT CONVERSION AMENDMENT AND NAME CHANGE AMENDMENTTHE ADJOURNMENT PROPOSAL CONSISTING OF PROPOSALS 1 2 AND 3.2.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 2 AND 3.2.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on JuneMarch 10, 20162017:: This notice of meeting and the accompany proxy statement are available at http://www.cstproxy.com/cbpharma/sm2016.origoacquisitioncorp/2017.

Only if you vote “FOR” proposalor “AGAINST” Proposal Number 21 and you hold ordinary shares of the Company issued in the Company’s initial public offering, or public shares, may you exercise your conversion rights with respect to all or a portion of your public shares by marking the “Exercise Conversion Right”Rights” box below and indicating how many public shares for which you are exercising such conversion rights in the space provided.  If you exercise your conversion rights, then you will be exchanging the indicated number of your public shares for cash and you will no longer own such public shares.   You will only be entitled to receive cash for those public shares if you tender yourYOU WILL ONLY BE ENTITLED TO RECEIVE CASH FOR THOSE PUBLIC SHARES IF YOU TENDER YOUR SHARE certificates representing such converted public shares to the COMPANY’s duly appointed agentCERTIFICATES REPRESENTING SUCH CONVERTED PUBLIC SHARES TO THE COMPANY’S DULY APPOINTED AGENT PRIOR TO THE VOTE AT SUCH MEETING.

EXERCISE CONVERSION RIGHTS  ¨

CONVERT _____________ PUBLIC SHARES OF THE COMPANY

Signature should agree with name printed hereon.  If shares are held in the name of more than one person, EACH joint owner should sign.  Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign.  Attorneys should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY.  THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS SET FORTH IN PROPOSALS 1 2 AND 32 AND WILL GRANT DISCRETIONARY AUTHORITY  TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.  THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.