8-K
Origin Investment Corp I (ORIQ)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR Section 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2025
ORIGIN
INVESTMENT CORP I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42732 | 00-0000000 N/A |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| CapitaGreen, Level 24, 138 Market St<br><br> <br>Singapore | 043946 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code +65 7825-5768
Not
Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Units, each consisting of one ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ORIQU | The Nasdaq Stock Market LLC |
| Ordinary shares, $0.0001 par value per share | ORIQ | The Nasdaq Stock Market LLC |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 | ORIQW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01Other Events.
As previously reported, on July 3, 2025, Origin Investment Corp I, a Cayman Islands exempted company (the “Company”) consummated an initial public offering (the “IPO”) of 6,000,000 units (the “Units”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $60,000,000.
On July 16, 2025, the underwriters of the Company, notified the Company of their exercise of the over-allotment option in full and purchased 900,000 additional units (the “Option Units”) at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $9,000,000. The over-allotment option closed on July 18, 2025. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 18,000 private units (the “Private Units”) to Origin Equity LLC at a price of $10.00 per Private Unit, generating gross proceeds of $180,000. Simultaneously with the closing of the over-allotment option, the Company also issued an aggregate of 4,500 private units to the underwriters.
On July 18, 2025, the Company published a press release to report the closing of the over-allotment option. The press release is furnished with this report as Exhibit 99.1.
An audited balance sheet as of July 3, 2025 reflecting receipt of the proceeds upon consummation of the IPO and concurrent private placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on July 10, 2025. The Company’s unaudited pro forma balance sheet as of July 18, 2025, adjusted for the closing of the over-allotment option is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| The<br> following exhibits are being filed herewith: | |
| 99.1 | Press Release, dated July 18, 2025. |
| 99.2 | Unaudited Pro Forma Balance Sheet as of July 18, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 23, 2025
| ORIGIN INVESTMENT CORP I | |
|---|---|
| By: | /s/ Yung-Hsi (“Edward”) Chang |
| Name: | Yung-Hsi<br> (“Edward”) Chang |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
OriginInvestment Corp I Announces Full Exercise and Closing of the Over-Allotment Option in Connection with its Initial Public Offering
Singapore,July 18, 2025 /Globe Newswire/ – Origin Investment Corp I (the “Company”), a newly organized special purpose acquisition company, today announced that, the underwriters of its recently completed initial public offering of units, which closed on July 3, 2025, have exercised in full their option to purchase an additional 900,000 units. The additional units were sold at a price to the public of $10.00, before underwriting discounts. The issuance and sale of these additional units closed today.
ThinkEquity acted as the sole book-running manager for the offering.
A registration statement on Form S-1 (File No. 333-284189) relating to the units was filed with the Securities and Exchange Commission (“SEC”) and became effective on July 1, 2025. This offering was made only by means of a prospectus. Copies of the final prospectus may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. The final prospectus has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov.
Thispress release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securitiesin any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification underthe securities laws of any such state or jurisdiction.
AboutOrigin Investment Corp I
The Company is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. While the Company will not limit its search for a target company to any particular business segment, the Company intends to focus its search for a target business in Asia. However, the Company will not consummate its initial business combination with an entity or business in China or with China operations consolidated through a variable interest entity structure.
Contact:
Edward Chang, CEO
+65 7825-5768
eychang@originequity.partners
Exhibit99.2
INDEXTO UNAUDITED PRO FORMA FINANCIAL STATEMENT
| Unaudited Pro Forma Balance Sheet as of July 18, 2025 | F-2 |
|---|---|
| Notes to Unaudited Pro Forma Financial Statement | F-3 |
| F-1 |
| --- |
ORIGININVESTMENT CORP I
UNAUDITEDPRO FORMA BALANCE SHEET
JULY18, 2025
| Pro Forma Adjustments | As Adjusted | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | ||||||||
| Assets | |||||||||
| Current Assets | |||||||||
| Cash | 1,700,000 | 38,196 | $ | 1,738,196 | |||||
| 38,234 | (f) | ||||||||
| (38 | ) | (g) | |||||||
| Due from affiliates | 493,600 | (493,600 | ) | (f) | - | ||||
| Prepaid expenses | 163,989 | - | 163,989 | ||||||
| Total Current Assets | 2,357,589 | (455,404 | ) | 1,902,185 | |||||
| Cash held in Trust Account | 60,600,000 | 9,090,000 | 69,690,000 | ||||||
| 8,910,000 | (a) | ||||||||
| 180,000 | (b) | ||||||||
| Total Assets | 62,957,589 | $ | 8,634,596 | $ | 71,592,185 | ||||
| Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | |||||||||
| Current Liabilities | |||||||||
| Accrued offering cost | 118,176 | (1,323 | ) | (e) | 116,853 | ||||
| Accrued expenses | 191,906 | (37,680 | ) | (e) | 154,226 | ||||
| Loan from Sponsor | 416,363 | 416,363 | (e) | - | |||||
| 39,003 | (e) | ||||||||
| (455,366 | ) | (f) | |||||||
| Over-allotment option liability | 171,818 | (171,818 | ) | (c) | - | ||||
| Total Liabilities | 893,263 | (627,184 | ) | 271,079 | |||||
| Commitments and Contingencies (Note 6) | |||||||||
| Ordinary shares subject to possible redemption, 6,900,000 shares at redemption value of 10.10 per share | 60,600,000 | 9,090,000 | 69,690,000 | ||||||
| 9,000,000 | (a) | ||||||||
| 90,000 | (b) | ||||||||
| Shareholders’ Equity: | |||||||||
| Preference shares, 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||||||||
| Ordinary shares, 0.0001 par value; 200,000,000 shares authorized; 2,110,000 shares issued and outstanding | 211 | 2 | (b)(d) | 213 | |||||
| Additional paid-in capital | 1,599,390 | 171,816 | 1,771,206 | ||||||
| (90,000 | ) | (a) | |||||||
| 90,000 | (b) | ||||||||
| 171,818 | (c) | ||||||||
| (2 | ) | (d) | |||||||
| Accumulated deficit | (140,275 | ) | (38 | ) | (140,313 | ) | |||
| Total Shareholders’ Equity | 1,459,326 | 171,780 | 1,631,106 | ||||||
| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | 62,957,589 | $ | 8,634,596 | $ | 71,592,185 |
All values are in US Dollars.
The accompany notes are an integral part of the unaudited pro forma financial statement.
| F-2 |
| --- |
ORIGININVESTMENT CORP I
NOTESTO UNAUDITED PRO FROMA FINANCIAL STATEMENT
Note1 — Closing of Over-allotment Option and Additional Private Placement Units
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Origin Investment Corp I (the “Company”) as of July 3, 2025, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on July 18, 2025 as described below.
On July 3, 2025, the Company consummated the Initial Public Offering of 6,000,000 units (the “Public Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of 60,000,000. Each Unit consists of one ordinary share and one-half of one redeemable warrant.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 355,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Origin Equity LLC (the “Sponsor”), generating gross proceeds of $3,550,000. Each private unit will be identical to the public units sold in this offering, except as described in this prospectus.
The Company granted the underwriters a 45-day option to purchase up to an additional 900,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if any. On July 16, 2025, the underwriters notified the Company of their exercise of the over-allotment option in full to purchase 900,000 additional units (the “Option Units”) at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on July 18, 2025, generating total gross proceeds of $9,000,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 18,000 Private Placement Units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $180,000.
A total of $69,690,000 ($10.10 per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements on July 3, 2025 and July 18, 2025, were placed in a trust account with Continental Stock Transfer& Trust acting as trustee.
Pro forma adjustments to reflect the sales of the Option Units and additional Private Placement Units described above are as follows:
| Pro Forma Entries | Credit | |||
|---|---|---|---|---|
| (a) | Cash held in Trust Account | 8,910,000 | ||
| Additional paid-in capital | 90,000 | |||
| Ordinary share subject to possible redemption | $ | 9,000,000 | ||
| To record the sale of 900,000 Option Units at 10.00 per Unit and underwriting commission (1% of sale of Option Units proceeds | ||||
| (b) | Cash held in Trust Account | 180,000 | ||
| Ordinary shares | $ | 2 | ||
| Additional paid-in capital | $ | 89,998 | ||
| Ordinary share subject to possible redemption | $ | 90,000 | ||
| To record the sale of 18,000 Private Placement Units at 10.00 per Unit | ||||
| (c) | Over-allotment liability | 171,818 | ||
| Additional paid-in capital | $ | 171,818 | ||
| To reverse over-allotment option liability | ||||
| (d) | Additional paid-in capital | 0.45 | ||
| Ordinary shares | 0.45 | |||
| To record the representative units issued on overallotment | ||||
| (e) | Accrued offering cost | 1,323 | ||
| Accrued expenses | 37,680 | |||
| Loan from Sponsor | $ | 39,003 | ||
| To record payment of accrued offering cost and accrued expense by the Sponsor | ||||
| (f) | Cash | 38,234 | ||
| Due from affiliate | $ | 493,600 | ||
| Loan from Sponsor | 455,366 | |||
| To record cash paid by Sponsor and settlement on Loan from Sponsor and Due to affiliates | ||||
| (g) | General expenses | 38 | ||
| Cash | $ | 38 | ||
| To record General expenses paid |
All values are in US Dollars.
| F-3 |
| --- |