The Thailand Securities and Exchange Commission (SEC) ordered Origin Global Empire Public Company Limited (EMPIRE) to comply with rules governing significant private placements of newly issued shares and to clarify and publicly disclose additional information on its investment in Namsap Laboratories Trading Company Limited (NSLT). EMPIRE must submit the clarification to the SEC by 1 December 2025 and disclose it via the Stock Exchange of Thailand’s SETLink system. The order relates to EMPIRE’s board-approved acquisition of 100% of NSLT for THB 300 million, including payment for the 75% stake held by Namsap Laboratories Holding Company Limited (NSLH) through newly issued EMPIRE shares rather than cash. The structure includes a private placement of 150 million newly issued EMPIRE shares to NSLH at THB 1.50 per share (THB 225 million in value), representing 23.62% of EMPIRE’s issued and paid-up shares, alongside a THB 75 million cash payment for the remaining 25% stake. The SEC noted that the transaction would make NSLH the largest voting shareholder, triggering a “significant” private placement requirement to obtain an independent financial advisor report for shareholder consideration, which EMPIRE did not arrange, and that EMPIRE’s SETLink disclosures on 10 November 2025 (as revised on 20 and 24 November 2025) were unclear and omitted material information on valuation assumptions, exchange ratio rationale, investor selection criteria, expected benefits, and the board’s assessment of funding sufficiency and impacts. The SEC warned that the private placement will be treated as having received SEC approval only if the shareholder meeting notice contains the required information and the transaction complies with significant private placement rules. If the notice is incomplete or non-compliant, EMPIRE would not be permitted to offer the private placement shares, and any offering without permission would constitute an offence under the Securities and Exchange Act and could be subject to suspension of the offering.
Thailand Securities & Exchange Commission 2025-11-26
Thailand Securities and Exchange Commission orders Origin Global Empire to remedy significant private placement compliance gaps and clarify NSLT acquisition disclosures by 1 December 2025
The Thailand Securities and Exchange Commission (SEC) ordered Origin Global Empire Public Company Limited (EMPIRE) to comply with rules on significant private placements and clarify its investment in Namsap Laboratories Trading Company Limited. EMPIRE's acquisition structure, involving a private placement of shares to Namsap Laboratories Holding Company Limited, lacked necessary disclosures and an independent financial advisor report. The SEC warned that non-compliance could lead to suspension of the offering under the Securities and Exchange Act.