Origin Investment Corp I

This filing establishes the finalized capital stack and trust mechanics that directly govern shareholder exit economics. The $10.10 initial trust value sets the baseline for future redemption pricing, while the explicit 24-month Completion Window creates a definitive liquidation deadline roughly two years post-close. Although the sponsor contractually agrees to protect the trust down to $10.10 per share, management explicitly disclaims verifying the sponsor’s solvency and states it cannot assure the sponsor could satisfy those indemnity obligations given its asset composition. With zero revenue, no operations, and no disclosed negotiations, the entity remains purely in search mode. Investors should monitor subsequent filings for over-allotment exercise notices, administrative service fee payments ($25,000/month), or early extension/liquidation triggers before the statutory window expires.

Establishes the trust at approximately $10.10 per public share (based on $60.6M / 6M shares), with a 24-month deadline to complete a business combination. The Sponsor holds 1,725,000 founder shares (up to 225,000 subject to forfeiture) and 355,000 private units with a 30-day lock after business combination. The company will focus on Asia but excludes China. Key dates: deadline is 24 months from July 3, 2025 (i.e., July 3, 2027), warrants become exercisable 30 days after business combination, expire 5 years after. Redemption rights: public shareholders can redeem at business combination vote or if no deal by deadline.

For investors tracking redemption schedules and trust value, the absence of extension caps paired with the mandatory ~$10.10 per-share payout fundamentally reallocates timeline risk; sponsors face total capital loss if no extension occurs, yet retain unilateral ability to prolong the search indefinitely, potentially subjecting public holders to extended liquidity freezes while administrative fees accrue.

The filing provides key mechanics for investors: trust value per share is $10.10 (not $10.00), the SPAC has a 24-month deadline with no limit on extensions but extensions require shareholder vote with redemption rights, sponsor purchased founder shares at $0.014 per share creating significant dilution risk, and the company intends to focus on Asian targets while excluding China VIE structures. The document also discloses sponsor compensation, potential conflicts of interest, and the ability to extend the deadline. This is material for investors evaluating redemption timelines and sponsor incentives.

This filing is the core registration for ORIQ's IPO. It sets the trust at $10.10 per unit, details redemption mechanics (shareholders can redeem at business combination, up to 15% cap per shareholder if vote), a 24-month deadline with potential extensions requiring shareholder approval and redemption rights, and sponsor conduct (origin shares at $0.014, private units at $10.00, anti-dilution at 20%). The trust value indicated by the user ($10.48) likely reflects accrued interest, but the filing states initial trust $10.10. Any investor tracking redemption value and deal timeline needs this for baseline terms.

For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this correspondence confirms the Form S-1 remains under active SEC review and has not achieved effectiveness, which structurally delays merger finalization and keeps the SPAC reliant on its existing extension mechanisms rather than a consummated business combination.

This amendment brings the SPAC one step closer to effectiveness. The updated legal opinion and auditor consent are procedural steps required for the SEC to declare the registration statement effective. The prospectus contains all standard terms for a SPAC IPO with a potential extension mechanism and an Asia-focused strategy. The trust value is stated at $10.10 per unit, not the presumed $10.00.

Regulatory friction over director share issuances and sponsor indirect-interest disclosures signals heightened oversight of sponsor conduct and insider alignment, which can delay Form S-1 qualification and extend the capital raise timeline without altering the $10.48 trust per share. The SEC’s mandate to remove legal opinion assumptions introduces compliance overhead that may postpone target negotiations while management revises exhibit 5.1 and refiles.

For SPAC investors, this filing establishes the key mechanical terms for Origin Investment Corp I's IPO: trust value per share ($10.10), deadline (24 months), redemtion rights, sponsor economics (founder shares at $0.014, private units at $10.00), and dilutin figures. It also details the bussiness strategy focusing on Asia (excluding China VIE structures) and target industries. The filing is critical for anyone evaluating participation in the IPO or tracking the SPAC's progression toward a business combination.

This amendment moves the SPAC closer to effectiveness and IPO launch. It locks in the trust value of $10.10 per public share (the user's cited $10.48 may reflect interest accrual or market data), establishes the 24-month deadline from closing for a business combination, and provides audited financials. The nominal sponsor cost per founder share highlights severe potential dilution for public investors. The filing is material for tracking redemption rights, extension mechanics, and the start of the combination clock once the IPO closes.

Correcting the dilution and net tangible book value tables ensures that prospective shareholders will receive internally consistent pro forma valuation metrics when evaluating whether to redeem shares before the offering prices. Updating the financial statements to close the December 31, 2024 period satisfies the accounting compliance required to advance the registration toward effectiveness. Because the filing contains only staff-response edits, accounting period updates, and routine contact disclosures (including Yung-Hsi “Edward” Chang, Nicolas Kuan, Liang Lin, Arif Soto, Mitchell S.

According to the Division of Corporation Finance, unverified dilution math directly impacts post-business combination shareholder economics and could misprice equity issuance if maximum redemptions occur prior to closing. The requirement to refresh financial statements under Regulation S-X signals the sponsor has not yet compiled the audited historical data typically needed to execute a definitive merger agreement, which would trigger the formal redemption window and establish the timeline for cash distributions to shareholders.

These revisions dictate how public shareholders must model the mechanical impact of sponsor incentives, warrant conversions, and loan structures on redemption calculus and post-IPO equity value. The SEC’s focus on correcting reversed net tangible book value projections ($0.82 versus $0.66 per share) and quantifying dilution triggers ensures investors can accurately assess whether participation preserves the stated trust/share of $10.48 or faces erosion from overhang.

This is the prospectus for a blank-check IPO by a first-time sponsor team (Origin Equity LLC, managed by Edward Chang). Key investor takeaways: (1) The sponsor paid $0.014/share for founder shares vs. $10.00/public share, creating extreme dilution and a stark conflict of interest — the sponsors could profit even if public shareholders lose money. (2) The trust is $10.10/share, above the $10.00 IPO price, offering a small buffer. (3) The SPAC has no target identified, no substantive discussions, and explicitly excludes China-based targets (including VIE structures) while focusing on Asia. (4) There is no maximum redemption threshold, meaning a business combination could close with minimal public shareholder support if the sponsor votes its 20% stake. (5) The sponsor receives $25,000/month for services, plus up to $500,000 in expense reimbursements and up to $1.5M in convertible working capital loans. (6) The IPO is not subject to SEC Rule 419 protections — units trade immediately.

Because the SEC has raised substantive comments, the registration statement cannot accelerate to effectiveness until amended and resubmitted, which stalls the merger timeline and keeps the SPAC in the SEARCHING phase while shareholder proceeds remain in trust at the stated $10.48 per share.

This S-1 establishes the key terms for a new SPAC: trust value ($10.05), timeline (21 months), redemption mechanics (public shareholders can redeem regardless of vote, with a 15% per-shareholder cap if voting), sponsor economics (20% founder stake for nominal cost), and target focus (Asia ex-China). No definitive agreement or target has been selected.

Investors tracking ORIQ should treat this as a baseline calibration of shareholder exit economics and sponsor incentives before capitalization. The SEC-mandated $5,000,001 net tangible asset floor directly caps the maximum redemption pool and defines the liquidity boundary during any extension vote. The explicit allowance for fee-based incentivization of the sponsor and management at deal close, layered atop a fixed $25,000 monthly administrative draw, establishes predictable post-closing cost overhangs that reduce trust proceeds available for the target business.

Then, reporting other substance: management assumed a $25,000 monthly administrative services agreement funds only 12 months despite a 24-month search window, creating a funding gap that the staff questioned regarding non-trust reserve coverage. Contradictory records emerged where Footnote 2 reported $84,715 borrowed under a sponsor promissory note as of October 15, 2024 while page 72 and page 77 reported $0 borrowings, though audited statements reflected approximately $85 thousand outstanding.

Establishes the definitive operational baseline for all future extension funding triggers, trust account maintenance schedules, and mandatory liquidation/redemption deadlines once the IPO prices. Discloses substantial immediate structural dilution driven by founder shares purchased for approximately $0.014 per share, alongside anti-dilution provisions intended to lock the sponsor at roughly a 20% ownership percentage.

What changed: A Schedule 13G/A amendment designated as a beneficial ownership report [0001140361-26-015599], filed as a routine compliance exhibit listing Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust, and Robert R. Bellick as the reporting holders. The provided excerpt contains only the form title and four listed holder names, with no accompanying share totals, percentage ownership figures, transaction dates, or acquisition purposes. Structurally, a 13G/A denotes an update to previously filed positions, but the visible text confirms zero alterations to redemption deadlines, the documented $10.48 trust value per share, extension schedules, business combination progress, or sponsor conduct. The document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements. Why it matters: For investors monitoring ORIQ during its SEARCHING phase alongside a verified $10.48 per-share trust balance, institutional 13G/A filings typically mark periodic recalibrations of stake size or voting intent ahead of target selection. However, because this excerpt omits the actual amended share count, the new ownership percentage, and any stated purpose of acquisition, it does not currently reshape the public shareholder redemption calendar, impact the per-share trust distribution floor, initiate or delay an extension vote, or signal sponsor behavior. The filing remains a standard regulatory placeholder until the full appended pages reveal whether the named Wolverine entities have adjusted their positions in a manner that would affect combination voting thresholds.

What changed: Annual report on Form 10-K for the fiscal year ended December 31, 2025. First 10-K since IPO; trust account value $71,051,271 ($10.30 per share) as of Dec 31, 2025; 24-month deadline to complete business combination from July 3, 2025; no deal announced; disclosure of beneficial owners including Karpus (9.50%), Glazer (5.72%), AQR (5.06%), Hudson Bay (5.80%), Wolverine (5.06%); sponsor holds 18.37%; net income $683,099 for 2025 from interest; insider trading and clawback policies adopted. Why it matters: Investors require ongoing trust value, redemption mechanics, and deal timeline. This filing confirms no business combination yet, trust remains intact at $10.30, and provides updated ownership and financial data. No extension or redemption event triggered.

What changed: A Schedule 13G, specifically identified in the filing heading as a beneficial ownership report. According to the provided excerpt, the document names Karpus Management, Inc. as the reporting holder. The text contains no information, figures, or amendments bearing on redemption deadlines, trust share value, extension mechanisms, business combination deal progress, or sponsor conduct. Why it matters: Because the excerpt omits standard Schedule 13G disclosures—such as aggregate ownership percentages, source of funds, date of purchase, and investment purpose—it offers no verifiable metrics on institutional positioning that could indicate pressure on the SPAC’s search timeline or deSPAC trajectory. Additionally, the document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, leaving no substantive shift in fundamentals, governance, or deal catalysts to analyze.

What changed: Form 10-Q (Quarterly Report) for Origin Investment Corp I (ORIQ), a blank check company that completed its IPO in July 2025. The filing covers the period ended September 30, 2025, and is the first quarterly report since the IPO. The filing reports the initial financial condition post-IPO: trust account of $70,363,576 ($10.20 per public share), 6,900,000 public shares, cash of $1,429,005, and working capital surplus of $1,353,263. No business combination target has been identified; the Company has not initiated any substantive discussions. The underwriters' over-allotment option was exercised in full. Standard disclosures for a newly public SPAC; no material changes in risk factors or legal proceedings. Why it matters: Provides trust value per share ($10.20) and confirms the 24-month deadline from IPO (July 2027) for completing a business combination. Investors can track redemption mechanics and sponsor conduct. The SPAC has sufficient working capital outside trust ($1.4M) and no working capital loans outstanding. No deal or extension yet.

What changed: In its own terms, this is a Schedule 13G beneficial ownership report. The filing identifies Glazer Capital, LLC and Paul J. Glazer as the reporting persons. The provided excerpt contains no disclosures affecting redemption deadlines, trust account valuation, extension mechanisms, business combination progress, or sponsor conduct. Why it matters: The excerpt contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Per the text, Glazer Capital, LLC and Paul J. Glazer are the only parties asserting beneficial ownership positions, and no numerical figures, financial metrics, or operational assertions appear in the submission. Consequently, the disclosure does not materially alter redemption mechanics, trust preservation assumptions, or sponsor behavior based on the submitted excerpt.(flagged for human review)

What changed: This document is a Schedule 13G beneficial ownership report [0001167557-25-000051], classified as a routine compliance exhibit identifying AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC as reporting holders. The filing registers an institutional ownership update. It contains no provisions, amendments, or disclosures bearing on redemption deadlines, trust value mechanics, extension procedures, business combination progress, or sponsor conduct. Why it matters: Beyond confirming that one or more AQR entities reached SEC filing thresholds for beneficial ownership, the text contains zero substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and attributes no statements to any chief executive or representative. Because the excerpt provides no share quantities, percentage breakpoints, purchase dates, or transaction purposes, it does not alter the SPAC’s SEARCHING status, does not trigger any redemption timeline shifts, and contributes nothing to tracking trust value or deal execution metrics.

What changed: Schedule 13G beneficial ownership report. The filing identifies Hudson Bay Capital Management LP and Sander Gerber as reporting parties for Origin Investment Corp I common stock. It discloses no transactions, percentage thresholds, share volumes, or dates. Consequently, it contains no amendments to redemption calendar parameters, trust accounting methodology, extension voting procedures, target business combination timelines, or sponsor governance protocols. Why it matters: Section 13G submissions generally signal that an investor has crossed a five percent ownership line or materially adjusted a prior position, which can affect public float dynamics and institutional tracking. Because the excerpt omits the quantitative stake, acquisition timing, and stated investment purpose, it provides no leverage points for redemption decisions, trust payout expectations, or proxy contests. The document contains zero assertions regarding client relationships, earnings, addressable markets, corporate strategy, proprietary systems, commercial alliances, legal disputes, or executive appointments; accordingly, there are no attributable statements to evaluate beyond the nominal holder listings.

What changed: Schedule 13G — beneficial ownership report [0001140361-25-037912]. Per the filing text, the document enumerates five reporting persons—Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick—but supplies no share counts, ownership percentages, acquisition timestamps, amendment designations, or purchase prices. It references neither Origin Investment Corp I’s trust account balance, redemption deadlines, extension ballots, pipeline targets, nor sponsor or management conduct. Why it matters: The filing states only that the listed entities and individuals are submitting a collective beneficial ownership disclosure under Section 13(d). For investors monitoring ORIQ while it remains in SEARCHING status, grouped 13G filings frequently signal institutional positioning, coordinated capital allocation, or potential board engagement prior to a de-SPAC timeline. Because the excerpt contains zero quantitative data on equity stakes, acquisition costs, or voting directives, it provides no measurable leverage on redemption pressure, trust dollar-per-share maintenance, or sponsorship behavior. Any strategic interpretation relies exclusively on standard regulatory disclosure mechanics rather than explicit corporate representations or operational milestones.

What changed: SEC Form 8-K current report (Item 5.02) documenting the resignation of the Chief Financial Officer and a board director, and the internal appointment of the Chief Executive Officer as interim chief financial officer. According to the registrant’s filing, Nicolas Kuan Liang Lin notified the company on September 29, 2025, that he is resigning as chief financial officer and member of the Board of Directors effective immediately. The company states his departure was not due to any disagreement with the company regarding operations, policies, or practices. Chief Executive Officer Yung-Hsi (“Edward”) Chang has assumed the role of Interim Chief Financial Officer until a permanent chief financial officer is identified. Why it matters: This filing does not adjust the SPAC’s redemption deadline, trust account mechanics, extension provisions, or target acquisition status. However, the simultaneous departure of the CFO and a director constitutes a notable change in sponsor execution capacity and governance structure. For investors tracking sponsor conduct and deal progress, relying on the CEO as interim CFO suggests concentrated administrative burden and reduced specialized financial oversight during the remaining business combination search period. The company does not disclose whether this staffing shift will impact the timeline for shareholder approval, trustee communications, or the final vote preceding any redemption cutoff. Continued monitoring is warranted for filings that update the leadership roster or announce formal extension/refinance actions tied to the merger window.

What changed: Form 8-K current report containing a press release announcing the commencement of separate trading for the registrant’s ordinary shares and warrants. In mechanical terms, the press release reports that the units sold in the company’s initial public offering, completed on July 3, 2025, have separated into distinct trading instruments on the Nasdaq Global Market: ordinary shares trading under the symbol ‘ORIQ’ and redeemable warrants exercisable for one ordinary share at an exercise price of $11.50 trading under the symbol ‘ORIQW’. Unseparated units will continue to trade as ‘ORIQU’. The filing contains no updates to the redemption calendar, trust account balance, extension mechanics, active deal progress, or sponsor conduct. On non-mechanical substance, the same press release states the company intends to focus its search for a target business in Asia, while explicitly noting it will not consummate an initial business combination with an entity or business in China or with China operations consolidated through a variable interest entity structure. The document lists Yung-Hsi (“Edward”) Chang as Chief Executive Officer and provides the email address eychang@originequity.partners along with a Singapore-based executive office address. Why it matters: The bifurcation of units into standalone shares and warrants changes the liquidity profile and hedging calculus for shareholders, moving price discovery away from a composite unit valuation to independent equity and option pricing. The published geographic carve-out explicitly narrowing the target universe to non-Chinese Asian markets may reduce regulatory friction related to variable interest entity structures and informs investors about the sponsor’s constrained deal-sourcing parameters. Absent any amendment to the trust funding, redemption deadline, extension timeline, or merger negotiation status, the filing operates as a standard post-offering listing event that does not materially shift the financial or temporal pressures surrounding a potential business combination.