SecProbe.io

December 12, 2024
Yung-Hsi ("Edward") Chang
Chief Executive Officer
Origin Investment Corp I
CapitaGreen, Level 24, 138 Market St
Singapore 043946
Re:Origin Investment Corp I
Draft Registration Statement on Form S-1
Submitted November 15, 2024
CIK No. 0002044523
Dear Yung-Hsi ("Edward") Chang:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted November 15, 2024
General
1.We note on page 75, in footnote 3, that "redemptions cannot cause [your] net tangible
assets to fall below $5,000,001." Please revise the disclosure in the prospectus to
clearly reflect this limitation upon redemptions.
Cover Page
We note your disclosure indicates that, after 24 months, if you are not able to
complete a business combination, you will redeem 100% of the public shares.
However, on page 16, you disclose that shareholders would be able to redeem their
shares in connection with a shareholder vote to modify the timing of your obligation
to redeem if you do not complete the combination in 24 months. Please revise your 2.

December 12, 2024
Page 2
disclosure to clarify that you may seek to extend the time to compete the business
combination beyond the 24 months and that you will seek shareholder approval in
such instance and provide shareholders with the ability to redeem in such instance.
Please refer to Item 1602(a)(1) of Regulation S-K. Further, please revise your
summary disclosure to clarify this and disclose whether there are any limitations on
extensions, including the number of times you may seek to extend. Please also
disclose the consequences to the sponsor of not completing an extension of this time
period. See Item 1602(b)(4) of Regulation S-K.
3.We note, on page 22, you state that you will not "pay finder's fees ... prior to or in
connection with the completion of your initial business combination." However, on
page 23 you state that you may agree to "pay [your] sponsor or a member of our
management team a finder’s fee, advisory fee, consulting fee or success fee in order to
effectuate the completion of our intended initial business combination," Please revise
your disclosure as appropriate to address this discrepancy. To the extent you may pay
these fees, please revise your table here and on pages 8 and 81 to reflect these fees.
Please refer to Items 1602(a)(3), 1602(b)(6), and 1603(a)(6) of Regulation S-K
4.Following the dilution table, please provide a cross-reference, highlighted by
prominent type or in another manner, to the locations of related disclosures in the
prospectus. See Item 1602(a)(4) of Regulation S-K.
5.In paragraph 17, please revise the cross-reference so that it is highlighted
by prominent type or in another manner. Please refer to Item 1602(a)(5) of Regulation
S-K.
Summary, page 1
6.Please revise the appropriate section of your Summary to disclose that your ability to
identify and evaluate a target company may be impacted by significant competition
among other SPACs in pursuing a business combination transaction candidate and
that significant competition may impact the attractiveness of the acquisition terms that
you will be able to negotiate. In this regard, we note your disclosure on page 48 that
there are numerous other entities seeking targets with which you will compete.
Our Sponsor, page 8
7.Please revise the disclosures on page 8, outside of the table, to describe the extent to
which the anti-dilution adjustment of the founder shares, the exercise of the private
warrants on a cashless basis, and the conversion of the working capital loans into
warrants may result in a material dilution of the purchasers' equity interests. Also
address the extent to which the compensation may result in a material dilution of the
purchasers’ equity interests. Please clarify whether any additional consideration will
be paid for the issuance of the additional shares to maintain the percentage of founders
shares at 20%. See Item 1602(b)(6) of Regulation S-K. Please make similar revisions
to your disclosure on page 81 in accordance with Item 1603(a)(6) of Regulation S-K.
Permitted purchases of public shares by our affiliates, page 17
We note your disclosure on page 91 stating that, in the event our sponsor, directors,
officers, advisors or their affiliates were to purchase shares from public shareholders, 8.

December 12, 2024
Page 3
such purchases would by structured in compliance with the requirements of Rule 14e-
5 under the Exchange Act. Please revise your disclosure here to reflect how you will
comply with these requirements. Further, we note that your registration
statement/proxy statement filed for your business combination transaction would
include a representation that any of your securities purchased by your sponsor,
directors, executive officers, advisors or any of their affiliates would not be voted in
favor of approving the business combination transaction. Please reconcile this with the
statement on page 15 and elsewhere that your "sponsor has agreed, pursuant to such
letter agreement, to vote their founder shares, private shares and any public shares
purchased during or after this offering in favor of our initial business
combination." Refer to Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 for guidance.
Use of Proceeds, page 70
9.We note that you have assumed the cost for the administrative services agreement for
only 12 months. Given that you have up to 24 months to complete the initial business
combination, please advise why you have not included costs assuming you continue
for that period of time, and how you expect to cover those costs if not from proceeds
held outside the trust. Additionally, we note your statement on pages 79 and 115
under "Related Party Transactions" that "We will enter into an Administrative
Services Agreement pursuant to which we will pay our sponsor a total of $25,000 per
month … Upon completion of our initial business combination or our liquidation, we
will cease paying these monthly fees." Please revise as appropriate.
10.We note your statement in Footnote 2 to the Use of Proceeds table that “As of October
15, 2024, we had borrowed $84,715 under the promissory note with our sponsor.
These amounts will be repaid upon completion of this offering out of the offering
proceeds that has been allocated for the payment of offering expenses….” We also
note the third paragraph on page 72 indicates that “As of October 15, 2024, we did not
have any borrowing under the promissory note with our sponsor.” Please revise as
appropriate.
Dilution, page 73
11.We refer you to your tabular presentation of dilution at quartile intervals that assumes
your maximum redemption threshold is the entire amount of shares to be sold to
public shareholders as part of this offering. We further note your disclosure on page
75 stating that redemptions cannot cause your net tangible assets to fall below
$5,000,001. Please tell us how you considered this redemption restriction in
determining your maximum redemption threshold, and quartile intervals based on
percentages of the maximum redemption threshold within for your dilution
presentation. Refer to Item 1602(a)(4) of Regulation S-K.
12.We note your tabular presentation of the various dilution percentages for no exercise
of over-allotment option on page 73. In this table, we note discrepancies in certain
amounts within the line items "Less: Proceeds held in trust subject to redemption" and
"Less: Shares subject to possible redemption". Please advise or revise accordingly.
We note your disclosure on page 73, stating that the pro forma net tangible book value 13.

December 12, 2024
Page 4
at October 15, 2024 was $1,855,000 or $1.13 per share. Please ensure such amount, as
well as other amounts disclosed herein agree to the amounts disclosed in the tabular
presentation that follows. Please review all amounts presented and revise accordingly.
14.Please expand your disclosure, outside the table, to describe each material potential
source of future dilution. Your revisions should address, but not be limited to, founder
shares' anti-dilution rights, shares that may be issued in connection with the closing of
your initial business combination, additional financing(s) in connection with the
closing of your initial business combination, and up to $1,500,000 of working capital
loans that may be convertible into private placement warrants. Reference is made to
Item 1602(c) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 77
15.You indicate herein that as of October 15, 2024 you did not have any borrowings
under the promissory note with your sponsor; however we note elsewhere, including
within your audited financial statements, approximately $85 thousand was outstanding
as of such date.  Please advise and revise your prospectus accordingly.
Proposed Business, page 81
16.Please revise to provide all the information required by Item 1603(a)(9) of Regulation
S-K. In this regard, please disclose the natural persons and entities subject to such an
agreement, arrangement, or understanding; any exceptions under such an agreement,
arrangement, or understanding; and any terms that would result in an earlier
expiration of such an agreement, arrangement, or understanding. Additionally, in this
section, and in your disclosure on page 9, please disclose the lock-up agreement with
the underwriter.
Our Competitive Advantages, page 82
17.We note your disclosure on page 84 that you "officers and directors have decades of
experience in mergers and acquisitions." Please disclose if your sponsor, its affiliates,
and any promoters have experience in organizing special purpose acquisition
companies and the extent to which the SPAC sponsor, its affiliates, and the promoters
are involved in other special purpose acquisition companies. Please refer to Item
1603(a)(3) of Regulation S-K.
Officer and Director Compensation , page 106
18.We note your statement in the “Summary – Conflicts of interests” section on page 23
that “Members of our management team and our independent directors will directly or
indirectly own founder shares and/or private placement securities following this
offering….” Please revise to address any share issuances or shares to be issued to your
independent directors. See Item 402(r)(2) of Regulation S-K.
Conflicts of Interest, page 109
Please revise to disclose the nominal price paid for the founder shares, and any actual
or potential material conflicts of interest relating to compensation, repayment of loans,
and reimbursements of expenses that will be paid to your sponsor, officers, or 19.

December 12, 2024
Page 5
directors. Your disclosure should include conflicts between your sponsor or its
affiliates, or your officers, directors or promoters on one hand, and your unaffiliated
security holders on the other. See Item 1603(b) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 115
20.We note your disclosure that your "sponsor may surrender or forfeit, transfer or
exchange [your] founder shares, private units, or any of [your] other securities,
including for no consideration, as well as subject any such securities to earn-outs or
other restrictions, or otherwise amend the terms of any such securities or enter into
any other arrangements with respect to any such securities." Please add risk factor
disclosure regarding any risk that the sponsor may remove itself as Sponsor from the
company before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise.
            Please contact Babette Cooper at 202-551-3396 or Mark Rakip at 202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Arif Soto, Esq.