SecProbe.io

CORRESP
 1
 filename1.htm

 ThinkEquity
LLC

 17
State Street, 41 st Floor

 New
York, NY 10004

 June
30, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F St., NE

 Washington,
D.C. 20549

 Re:
 Origin
 Investment Corp I

 Registration
 Statement on Form S-1 (File No. 333-284189)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, ThinkEquity LLC as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on Tuesday, July 1, 2025, or as soon thereafter as
practicable.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very
 truly yours,

 ThinkEquity
 LLC

 By:

 /s/
 Eric Lord

 Name:

 Eric
 Lord

 Title:

 Head
 of Investment Banking

CORRESP
 1
 filename1.htm

 Origin
Investment Corp I

 CapitaGreen,
Level 24, 138 Market St

 Singapore
043946

 June
30, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 U.S.
Securities and Exchange Commission

 100
F Street N.E.

 Washington,
D.C. 20549

 Attention:
Stacie Gorman

 Re:
 Origin
 Investment Corp I

 Registration
 Statement on Form S-1, as amended

 File
 No. 333-284189

 Dear
Ms. Gorman:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Origin Investment Corp I., a Cayman Islands exempted company (the "Company"),
hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on July
1, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Venable LLP, request by telephone
that such Registration Statement be declared effective.

 Please
contact Arif Soto of Venable LLP, counsel to the Company, at (212) 503-0874, as soon as the registration statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/
 Yung-Hsi ("Edward") Chang

 Yung-Hsi
 ("Edward") Chang

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 June
5, 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
 No. 4 to Registration Statement on Form S-1

 Filed
 May 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 May 20, 2025, regarding the Registration Statement on Form S-1, as amended, submitted
to the Commission on April May14, 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
No. 4 to Registration Statement on Form S-1

 Financial
Statements, page F-3

 1.
 Please
 amend to update the financial statements and related financial information throughout your prospectus. Refer to Rule 8-08 of Regulation
 S-X.

 Response :
We respectfully acknowledge the Staff's comment and have updated the financial statements to include our unaudited financial statements
as of March 31, 2025.

 *
* *

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 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 No. 4 to Registration Statement on Form S-1
 Filed May 14, 2025
 File No. 333-284189
Dear Yung-Hsi ("Edward") Chang:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe our 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.

Amendment No. 4 to Registration Statement on Form S-1
Financial Statements, page F-3

1. Please amend to update the financial statements and related financial
information
 throughout your prospectus. Refer to Rule 8-08 of Regulation S-X.
 May 20, 2025
Page 2

 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.
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 9, 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 No. 3 to Registration Statement on Form S-1
 Filed April 25, 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 our oral comments issued on
April 21,
2025.

Amendment No. 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.
 May 9, 2025
Page 2

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.
 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.
</TEXT>
</DOCUMENT>

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

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.

CORRESP
1
filename1.htm

February
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

    Registration
    Statement on Form S-1

    Submitted
    January 10, 2025

    CIK
    No. 0002044523

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 January 31, 2025, regarding the Registration Statement on Form S-1 submitted
to the Commission on January 10, 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.

Registration
Statement on Form S-1

Summary

Our
Sponsor, page 8

    1.
    We
    note your response to prior comment 7. Please revise the disclosure to clearly state that the anti-dilution adjustment of the founders’
    shares, the conversion of the working capital loans into warrants, and the exercise of these and the private warrants on a cashless
    basis, may result in a material dilution of the purchasers’ equity interests. See Item 1602(b)(6) of Regulation S-K. Please
    make similar revisions to your disclosure on page 82 in accordance with Item 1603(a)(6) of Regulation S-K.

Response:
We have revised the Registration Statement on the cover page, and pages 9 and 83.

Dilution,
page 74

    2.
    We
    note your narrative disclosure stating that the immediate increase in net tangible book value will be $0.82 per share if there is
    no exercise of the over-allotment or $0.66 per share if the underwriters’ over allotment option is exercised in full. These
    amounts appear to be in reverse and are inconsistent with the amounts presented in the subsequent tables. Please review all amounts
    presented and revise accordingly.

Response:
We have revised the Registration Statement on page 74.

    3.
    We
    note your response to prior comment 14 and reissue. 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’ antidilution rights, shares
    that may be issued 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. Clearly indicate that each is a potential source of future material dilution.
    Reference is made to Item 1602(c) of Regulation SK.

Response:
We have revised the Registration Statement on page 74.

Proposed
Business

Our
Sponsor, page 82

    4.
    We
    note your disclosure that “Mr. Chang and a fund affiliated with Mr. Chang ... owns membership interests in [your] sponsor,
    which represent approximately 100% of the economic interest in [your] sponsor.” Please identify the fund. Please refer to Item
    1603(a)(7) of Regulation S-K.

Response:
We have revised the disclosure in the Registration Statement on pages 8 and 82.

Part
II - Information not Required in Prospectus

Item
16. Exhibits and Financial Statement Schedules, page II-4

    5.
    Please
    refile Exhibit 3.1 in the proper text-searchable format. It was uploaded as an image. For guidance, refer to Item 301 of Regulation
    S-T.

Response:
We have refiled Exhibit 3.1 in the proper text-searchable format.

*
* *

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

January 31, 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
Registration Statement on Form S-1
Filed January 10, 2025
File No. 333-284189
Dear Yung-Hsi ("Edward") Chang:
            We have reviewed your 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 December 12,
2024 letter.
Registration Statement on Form S-1
Summary
Our Sponsor, page 8
1.We note your response to prior comment 7. Please revise the disclosure to clearly
state that the anti-dilution adjustment of the founders' shares, the conversion of the
working capital loans into warrants, and the exercise of these and the private warrants
on a cashless basis, may result in a material dilution of the purchasers' equity
interests. See Item 1602(b)(6) of Regulation S-K. Please make similar revisions to
your disclosure on page 82 in accordance with Item 1603(a)(6) of Regulation S-K.
Dilution, page 74
We note your narrative disclosure stating that the immediate increase in net tangible 2.

January 31, 2025
Page 2
book value will be $0.82 per share if there is no exercise of the over-allotment or
$0.66 per share if the underwriters' over-allotment option is exercised in full. These
amounts appear to be in reverse and are inconsistent with the amounts presented in the
subsequent tables. Please review all amounts presented and revise accordingly.
3.We note your response to prior comment 14 and reissue. 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, and up to $1,500,000 of working capital loans that may be
convertible into private placement warrants. Clearly indicate that each is a potential
source of future material dilution. Reference is made to Item 1602(c) of Regulation S-
K.
Proposed Business
Our Sponsor, page 82
4.We note your disclosure that "Mr. Chang and a fund affiliated with Mr. Chang ...
owns membership interests in [your] sponsor, which represent approximately 100% of
the economic interest in [your] sponsor." Please identify the fund. Please refer to Item
1603(a)(7) of Regulation S-K.
Part II - Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-4
5.Please refile Exhibit 3.1 in the proper text-searchable format. It was uploaded as an
image. For guidance, refer to Item 301 of Regulation S-T.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

January 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

    Draft Registration Statement on Form S-1

    Submitted November 15, 2024

    CIK No. 0002044523

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 December 12, 2024, regarding the Draft Registration Statement on Form S-1 submitted
to the Commission on November 15, 2024 (the “Draft Registration Statement”). This letter will be filed concurrently
with the filing of a registration statement on Form S-1 (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.

January 8, 2025

Page 2

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.

Response:
We have revised the Registration Statement on page 76.

Cover Page

    2.
    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 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.

Response:
We have revised the cover page of the Registration Statement, and the disclosure in the Registration Statement on pages 5, 17,
 89, 97 and 122.

    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.

Response:
We have revised the cover page of the Registration Statement, and the disclosure in the Registration Statement on the cover page and
on pages 8, 23, 82 and 112.

    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.

Response:
We have revised the cover page of the Registration Statement.

    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.

Response:
We have revised the cover page of the Registration Statement.

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.

Response:
We have revised the disclosure in the Registration Statement on pages 24 and 27.

January 8, 2025

Page 3

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.

Response:
We have revised the disclosure in the Registration Statement on the cover page and on pages 9 and 83.

Permitted purchases of public shares by our
affiliates, page 17

    8.
    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, 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.

Response:
We have revised the disclosure in the Registration Statement on pages 15, 18, 95, 112 and 121 to clarify that our 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 (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance
with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction)
in favor of our initial business combination.

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.

Response:
We have revised the disclosure in the Registration Statement on pages 71 and 79.

    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.

Response:
We have revised the disclosure in the Registration Statement on page 73.

January 8, 2025

Page 4

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.

Response:
We have revised the disclosure in the Registration Statement on pages 74 and 75.

    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.

Response:
We have revised the disclosure in the Registration Statement on page 74.

    13.
    We note your disclosure on page 73, stating that the pro forma net tangible book value 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.

Response:
We have revised the disclosure in the Registration Statement on pages 74 and 75.

    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.

Response:
We have revised the disclosure in the Registration Statement on page 75.

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.

Response:
We have revised the disclosure in the Registration Statement on pages 73, 78, 81 and 116.

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.

Response:
We have revised the disclosure in the Registration Statement on pages 9 and 83.

January 8, 2025

Page 5

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.

Response:
We have revised the disclosure in the Registration Statement on pages 4 and 86.

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.

Response:
We have revised the disclosure in the Registration Statement on page 108.

Conflicts of Interest, page 109

    19.
    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 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.

Response:
We have revised the disclosure in the Registration Statement on page 112.

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.

Response:
We have added risk factor disclosure in the Registration Statement on page 56.

* * *

January 8, 2025

Page 6

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

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.