Correspondence 0001641172-25-003306 from Origin Investment Corp I (ORIQ)
Origin Investment Corp I
Date: April 8, 2025 · CIK: 0002044523 · Accession: 0001641172-25-003306
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284189
Letter
April 8, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
F Street, N.E.
Washington, D.C. 20549
Attention: Babette Cooper
Mark Rakip
Stacie Gorman
David Link
Re: Origin Investment Corp I
Amendment 1 to Registration Statement on Form S-1
Filed February 14, 2025
File No. 333-284189
Ladies and Gentlemen:
Origin Investment Corp I (the " Company ," " we ," " our " or " us ") hereby transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission "), dated March 6, 2025, regarding the Registration Statement on Form S-1, as amended, submitted to the Commission on February 14, 2025 (the " Registration Statement "). This letter will be filed concurrently with the filing of a registration statement on Form S-1/A (the " Registration Statement ").
For the Staff's convenience, we have repeated below the Staff's comments in bold and have followed each comment with the Company's response.
Amendment 1 to Registration Statement on Form S-1
Dilution, page 74
2. 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.
Response : We have revised the Registration Statement on pages 74 and 75.
Financial Statements, page F-1
5. 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.
Response : We have amended the Registration Statement and updated our financial statements and related information as of December 31, 2024.
* * *
Thank you for your attention to this response. If you have any questions related to this letter, please contact the undersigned at (212) 503-9812.
Very truly
yours,
/s/
William N. Haddad
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CORRESP
1
filename1.htm
April
8, 2025
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Babette Cooper
Mark Rakip
Stacie Gorman
David Link
Re:
Origin Investment Corp I
Amendment 1 to Registration Statement on Form S-1
Filed February 14, 2025
File No. 333-284189
Ladies
and Gentlemen:
Origin
Investment Corp I (the " Company ," " we ," " our " or " us ") hereby
transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " Commission "), dated March 6, 2025, regarding the Registration Statement on Form S-1, as amended,
submitted to the Commission on February 14, 2025 (the " Registration Statement "). This letter will be filed concurrently
with the filing of a registration statement on Form S-1/A (the " Registration Statement ").
For
the Staff's convenience, we have repeated below the Staff's comments in bold and have followed each comment with the Company's
response.
Amendment
1 to Registration Statement on Form S-1
Dilution,
page 74
2.
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.
Response :
We have revised the Registration Statement on pages 74 and 75.
Financial
Statements, page F-1
5.
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.
Response :
We have amended the Registration Statement and updated our financial statements and related information as of December 31, 2024.
*
* *
Thank
you for your attention to this response. If you have any questions related to this letter, please contact the undersigned at (212) 503-9812.
Very truly
yours,
/s/
William N. Haddad
William N. Haddad
Venable LLP
cc:
Yung-Hsi ("Edward")
Chang, Origin Investment Corp I
Nicolas Kuan Liang Lin, Origin Investment Corp I
Arif Soto, Venable LLP
Mitchell S. Nussbaum, Loeb & Loeb LLP
David J. Levine, Loeb & Loeb LLP