Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Origin Investment Corp I, a Cayman Islands-based special purpose acquisition company (SPAC). The report date is July 1, 2025, with the IPO closing on July 3, 2025. The company is an emerging growth company.
Key Financial Metrics
- Capital Raised: Gross proceeds from the IPO totaled $60,000,000 from the sale of 6,000,000 Units at $10.00 per Unit.
- Private Placement: The Sponsor purchased 355,000 Private Units simultaneously with the IPO.
- Trust Account: A total of $60,600,000 in net proceeds from the IPO and Private Units was deposited into a U.S.-based trust account.
- Warrant Terms: Each Unit includes one-half of one redeemable warrant. Each whole warrant is exercisable for one ordinary share at $11.50 per share.
- Operating Metrics: The filing does not provide revenue, profit, cash flow, or margin data as the company has not yet consummated an initial business combination.
Material Changes
This filing represents the company's transition from a private entity to a public company listed on The Nasdaq Stock Market LLC. Key changes include:
- Securities Listing: Units (ORIQU), Ordinary Shares (ORIQ), and Warrants (ORIQW) are now registered and trading.
- Corporate Governance: The Board of Directors was expanded to five members, including the appointment of Derek Alef. Audit and Compensation Committees were established.
- Legal Structure: The company filed an Amended and Restated Memorandum and Articles of Association effective July 1, 2025.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The company must complete an initial business combination within 24 months from the IPO closing (July 3, 2025), unless extended by shareholder approval.
- Liquidity and Redemption: Funds in the trust account are generally not accessible until the completion of a business combination, a shareholder vote to amend the charter, or a liquidation event. Public shareholders may redeem their shares if the company fails to complete a combination within the specified timeframe.
- Use of Funds: Interest earned on the trust account may be released to the company to pay income taxes and winding-up expenses.
Investor Verification Checklist
- Verify the exact closing date of the IPO (July 3, 2025) to calculate the 24-month deadline for a business combination.
- Confirm the total number of outstanding shares and warrants post-IPO, including the 355,000 Private Units held by the Sponsor.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption rights and extension mechanisms.
- Monitor the trust account balance and any potential withdrawals for tax or administrative expenses.
- Check for any subsequent filings regarding the extension of the business combination deadline or the identification of a target company.