Origin Investment Corp I

S-11 forms-1.htm

As filed with the United States Securities and Exchange Commission on January 8, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Origin Investment Corp I

(Exact name of registrant as specified in its charter)

CapitaGreen, Level 24, 138 Market St

Singapore 043946

Tel: +65 7825-5768

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

Telephone: (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

6,000,000 Units

Origin Investment Corp I

Origin Investment Corp I is a blank check company incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of our initial business combination (the “warrant exercise date”), and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation (the “warrant expiration date”), as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their ordinary shares that were sold as part of the units in this offering (up to an aggregate of 15% for each public shareholder of the shares sold in this offering, as described in more detail in this prospectus), which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account, less income taxes payable, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The proceeds placed in the trust account and the interest earned thereon are not intended to be used to pay for possible excise tax or any other fees or taxes that may be levied on us pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by our company.

Our sponsor, Origin Equity LLC, has agreed to purchase an aggregate of 325,000 private units (or up to 338,500 private units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $3,250,000 (or up to $3,385,000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private unit will be identical to the public units sold in this offering, except as described in this prospectus.

Our sponsor currently owns an aggregate of 1,725,000 ordinary shares (which were purchased for $25,000, or approximately $0.014 per share, and which we refer to as “founder shares”) up to 225,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised.

If we anticipate that we may not be able to consummate our initial business combination within the 21-month period, we may, but are not obligated to, extend the period of time to consummate our initial business combination three times by an additional one month extension each time (for a total of up to 24 months to complete our initial business combination). Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate an initial business combination from 21 months to 24 months described above or redeem their shares in connection with such extensions. However, we may seek to extend the period of time to consummate our initial business combination beyond 24 months and, in such instance, we will seek shareholder approval for the extension and provide shareholders with the ability to redeem in in connection with such extension. There are no limitations on extensions, including with respect to the number of times we may seek to extend the date by which we must consummate our initial business combination. The sponsor will lose the entire value of its investment if we do not extend the date by which we must complete an initial business combination. If we have not completed our initial business combination within 24 months or we do not otherwise seek shareholder approval to amend our amended and restated memorandum and articles of association to further extend the time to complete our initial business combination, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, subject to applicable law and certain conditions as described herein.See “Redemption of Public Shares and Liquidation if no Initial Business Combination” on page 97 for more information.

There has been no public market for our public units, ordinary shares or public warrants. We intend to apply to list our units on NASDAQ, under the symbol “ ”. We expect that our ordinary shares and public warrants comprising the units will begin separate trading on the 52 ndday following the date of this prospectus unless the underwriter of this offering informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the ordinary shares and warrants will be listed on NASDAQ under the symbols “ ” and “ ,” respectively.

We are an “emerging growth company” and “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See “Risk Factors” on page 28. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities.

The following table sets forth the payments to be received by our sponsor from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor:

(1) As of the date of this prospectus, no such arrangements are currently in place.

Because our initial shareholders acquired the founder shares at a nominal price of $0.014, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the public units. Further, in the case that additional ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the intended initial business combination, we will effect a share issue at par immediately prior to the consummation of the intended initial business combination in such amount as to maintain the ownership of the initial shareholders prior to the intended initial business combination at 20.0% of the issued and outstanding ordinary shares upon the consummation of the initial business combination (not including the ordinary shares underlying the ThinkEquity units, the ordinary shares underlying the private units, or the ordinary shares underlying the units issuable upon conversion of working capital loans) (after giving effect to any redemptions of ordinary shares by public shareholders), including the total number of ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by us in connection with or in relation to the consummation of the intended initial business combination, and excluding any shares or equity-linked securities or rights exercisable for or convertible into shares issued, or to be issued, to any seller in the intended initial business combination. No additional consideration will be paid for the issuance of the additional shares to maintain the percentage of founders shares at 20.0%. Public shareholders will experience additional dilution from the issuance of the private shares (including private shares underlying private units issued upon conversion of working capital loans). Further, upon the exercise of the private warrants, we will issue an aggregate of [XX] ordinary shares (assuming no exercise of the over-allotment option). Additional shares may be issued upon exercise of any private warrants underlying private units issued upon conversion of working capital loans. The exercise of the private warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. As a result, the compensation to be paid and securities issued to the sponsor, and promoters, may result in a material dilution of the equity interests of public shareholders.

See “Risk Factors — Risks Relating to Our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.” on page 58, “— Risks Relating to Our Securities — We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.” on page 43, “— Our former sponsor paid an aggregate of $25,000, or approximately $0.014 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our ordinary shares” on page 57.

The following table illustrates the difference between the public offering price and our net tangible book value (NTBV), as adjusted to give effect to this offering and to redemptions of our public shares at varying levels, assuming the full exercise and no exercise of the over-allotment option.

See “Dilution” on page 74 for more information.

There may be actual or potential material conflicts of interest (direct and indirect) between the sponsor, its affiliates, or promoters as one group, and purchasers in the offering as another group in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 21 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. See the sections titled**“Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest.”**

Of the proceeds we receive from this offering and the sale of the private units described in this prospectus, $60,300,000, or $69,345,000, if the underwriter’s over-allotment option is exercised in full ($10.05 per unit in either case), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee, after deducting offering expenses of approximately $650,000 (whether or not the underwriters’ over-allotment option is exercised in full) and underwriting commissions of a minimum of $600,000 (or $690,000 if the underwriters’ over-allotment option is exercised in full).

The underwriter is offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2025.

ThinkEquity

The date of this prospectus is , 2025

TABLE OF CONTENTS

We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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