UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
| N/A | ||||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code
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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement 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 of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 1.01 Entry into a Material Definitive Agreement.
On July 3, 2025, Origin Investment Corp I (the “Company”) consummated its initial public offering (“IPO”), which consisted of 6,000,000 units (the “Units”) with ThinkEquity LLC, as underwriter (the “Underwriter”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $60,000,000. Each Unit consists of one ordinary share, $0.0001 par value per share (the “Ordinary Share”), of the Company, and one-half of one redeemable warrant (each a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1, as amended, relating to the IPO (the “Registration Statement”):
| ● | An Underwriting Agreement, dated July 1, 2025, between the Company and the Underwriter, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated July 1, 2024, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated July 1, 2025, between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated July 1, 2025, among the Company, Origin Equity LLC (the “Sponsor”), and the other parties listed therein, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Private Units Purchase Agreement, dated July 1, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated July 1, 2025, by and among the Company, the Sponsor, and the other parties listed therein, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated July 1, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| ● | An Indemnity Agreement, dated July 1, 2025, by and among the Company and each director and executive officer of the Company, a copy of the form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
Item 3.02 Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Units Purchase Agreement, the Company completed the private placement of an aggregate of 355,000 units (the “Private Units”) to the Sponsor. The Private Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 1, 2025, in connection with the IPO, Derek Alef was appointed to the board of directors of the Company (the “Board”). Following the July 1, 2025 appointment, the Board of the Company is now comprised of the following five individuals: Yung-Hsi (“Edward”) Chang, Nicolas Kuan Liang Lin, Kuo-Shui (“Ringo”) Chao, Daniel Alef and Derek Alef (the “Directors”).
Additionally, effective July 1, 2025, Kuo-Shui (“Ringo”) Chao and Derek Alef were appointed to the Board’s Audit Committee and Compensation Committee. Mr. Alef is serving as chair of the Compensation Committee, and Mr. Chao is serving as chair of the Audit Committee.
On July 3, 2025, the Company entered into indemnity agreements with each of the Company’s directors and officers. The indemnity agreements require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 1, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on July 1, 2025. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
A total of $60,600,000 net proceeds from the IPO and the sale of the Private Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its income taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (as such date may be extended by shareholder approval to amend the Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate our initial business combination, or by such earlier liquidation date as the Board may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On July 1, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On July 3, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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 8, 2025
| ORIGIN INVESTMENT CORP I | ||
| By: | /s/ Yung-Hsi (“Edward”) Chang | |
| Name: | Yung-Hsi (“Edward”) Chang | |
| Title: | Chief Executive Officer | |