CORRESP Filing
Origin Investment Corp I
Date: May 14, 2025 · CIK: 0002044523 · Accession: 0001641172-25-010255
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284189
Letter
May 14, 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 3 to Registration Statement on Form S-1
Filed April 25, 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 May 9, 2025, regarding the Registration Statement on Form S-1, as amended, submitted to the Commission on April 25, 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 3 to Registration Statement on Form S-1
Summary
Our Sponsor, page 8
1. We note your revised disclosure regarding the issuance of shares to your directors. Please revise your table here and on page 82 to reflect this compensation. Please refer to Items 1602(b)(6) and 1603(a)(6) of Regulation S-K. Additionally, please provide the disclosure required by 1603(a)(7) regarding the indirect interests these individuals will have in the sponsor or advise.
Response : We have revised the Registration Statement on the prospectus cover page and pages 7, 8, 44, 80, 82, 108, 114 and 116.
Part II. Information not Required in Prospectus
Exhibit Index, page II-4
2. We note the legal opinion from your Cayman Islands counsel, filed as exhibit 5.1, has a number of inappropriate assumptions. For example, in reference to paragraphs 2.8, 2.10 and 2.12, it is not appropriate for counsel to assume away material facts underlying the opinion or any readily ascertainable facts. Please request that counsel revise the opinion to remove all inappropriate assumptions. For guidance, please refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
Response : We have revised and refiled the legality opinion as requested.
* * *
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
Show Raw Text
CORRESP
1
filename1.htm
May
14, 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
3 to Registration Statement on Form S-1
Filed
April 25, 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 May 9, 2025, regarding the Registration Statement on Form S-1, as amended, submitted
to the Commission on April 25, 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
3 to Registration Statement on Form S-1
Summary
Our
Sponsor, page 8
1.
We
note your revised disclosure regarding the issuance of shares to your directors. Please revise your table here and on page 82 to
reflect this compensation. Please refer to Items 1602(b)(6) and 1603(a)(6) of Regulation S-K. Additionally, please provide the disclosure
required by 1603(a)(7) regarding the indirect interests these individuals will have in the sponsor or advise.
Response :
We have revised the Registration Statement on the prospectus cover page and pages 7, 8, 44, 80, 82, 108, 114 and 116.
Part
II. Information not Required in Prospectus
Exhibit
Index, page II-4
2.
We
note the legal opinion from your Cayman Islands counsel, filed as exhibit 5.1, has a number of inappropriate assumptions. For example,
in reference to paragraphs 2.8, 2.10 and 2.12, it is not appropriate for counsel to assume away material facts underlying the opinion
or any readily ascertainable facts. Please request that counsel revise the opinion to remove all inappropriate assumptions. For guidance,
please refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
Response :
We have revised and refiled the legality opinion as requested.
*
* *
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