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SEC Comment Letter 0000000000-25-002490 to Origin Investment Corp I (ORIQ)

Origin Investment Corp I
Date: March 6, 2025 · CIK: 0002044523 · Accession: 0000000000-25-002490

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File numbers found in text: 333-284189

Date
March 6, 2025
Author
Yung-Hsi ('Edward') Chang
Form
UPLOAD
Company
Origin Investment Corp I

Letter

March 6, 2025 Yung-Hsi ("Edward") Chang Chief Executive Officer Origin Investment Corp I CapitaGreen, Level 24, 138 Market St Singapore 043946 Re:Origin Investment Corp I Amendment 1 to Registration Statement on Form S-1 Filed February 14, 2025 File No. 333-284189 Dear Yung-Hsi ("Edward") Chang: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 31, 2025 letter. Amendment 1 to Registration Statement on Form S-1 Dilution , page 74 1.We note the changes to the Pro forma net tangible book value after this offering in the Maximum Redemptions column on page 74, though it appears certain of the calculations continue to not compute. For instance, you tabularly present these balances as $0.81 per share for No exercise of over-allotment option and $0.65 per share for Full exercise of over-allotment option, respectively. However, it would appear the calculation of pro forma net tangible book value per share assuming no exercise of over-allotment option under maximum redemptions would be calculated based on amounts in the first table on page 75 (i.e. $1,223,304 / 1,885,000 shares). Please review your Dilution information presented in the tables on pages 74-75 and revise accordingly.

March 6, 2025 Page 2 Financial Statements, page F-1 2.We note that your fiscal year end is December 31. Please amend your registration statement to update your financial statements and related information as of and for the most recently completed fiscal year end; refer to Rule 8-08 of Regulation S-X. 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.

Show Raw Text
March 6, 2025
Yung-Hsi ("Edward") Chang
Chief Executive Officer
Origin Investment Corp I
CapitaGreen, Level 24, 138 Market St
Singapore 043946
Re:Origin Investment Corp I
Amendment 1 to Registration Statement on Form S-1
Filed February 14, 2025
File No. 333-284189
Dear Yung-Hsi ("Edward") Chang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 31, 2025 letter.
Amendment 1 to Registration Statement on Form S-1
Dilution , page 74
1.We note the changes to the Pro forma net tangible book value after this offering in the
Maximum Redemptions column on page 74, though it appears certain of the
calculations continue to not compute. For instance, you tabularly present
these balances as $0.81 per share for No exercise of over-allotment option and $0.65
per share for Full exercise of over-allotment option, respectively. However, it would
appear the calculation of pro forma net tangible book value per share assuming no
exercise of over-allotment option under maximum redemptions would be calculated
based on amounts in the first table on page 75 (i.e. $1,223,304 / 1,885,000 shares).
Please review your Dilution information presented in the tables on pages 74-75
and revise accordingly.

March 6, 2025
Page 2
Financial Statements, page F-1
2.We note that your fiscal year end is December 31.  Please amend your registration
statement to update your financial statements and related information as of and for the
most recently completed fiscal year end; refer to Rule 8-08 of Regulation S-X.
            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.