Origin Investment Corp I美股招股说明书(2025-07-03版)

$60,000,0006,000,000 Units Origin Investment Corp I Origin Investment Corp I is a blank check company incorporated for the purpose of effecting a merger, amalgamation, share exchange,asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any specific business combination target and we havenot, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target withrespect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share and one-halfof one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share,subject to adjustment as described in this prospectus. Only whole warrants are exercisable. The warrants will become exercisable 30 daysafter the completion of our initial business combination (the “warrant exercise date”), and will expire five years after the completion of ourinitial business combination or earlier upon redemption or our liquidation (the “warrant expiration date”), as described in this prospectus.We have also granted the underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, ourinitial business combination, all or a portion of their ordinary shares that were sold as part of the units in this offering (up to an aggregateof 15% for each public shareholder of the shares sold in this offering, as described in more detail in this prospectus), which we refer tocollectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initialbusiness combination, including interest earned on the funds held in the trust account, less income taxes payable, divided by the number ofthen outstanding public shares, subject to the limitations and on the conditions described herein. The proceeds placed in the trust accountand the interest earned thereon are not intended to be used to pay for possible excise tax or any other fees or taxes that may be levied on uspursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation ReductionActof2022 on any redemptions or stock buybacks by our company. Our sponsor, Origin Equity LLC, has agreed to purchase an aggregate of 355,000 private units (or up to 373,000 private units if theunderwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $3,550,000 (or upto $3,730,000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with theclosing of this offering. Each private unit will be identical to the public units sold in this offering, except as described in this prospectus. Our sponsor currently owns an aggregate of 1,725,000 ordinary shares (which were purchased for $25,000, or approximately $0.014 pershare, and which we refer to as “founder shares”) up to 225,000 shares of which are subject to forfeiture depending on the extent to whichthe underwriters’ over-allotment option is exercised. If we anticipate that we may not be able to consummate our initial business combination within the 24-month period, we may seek toextend the period of time to consummate our initial business combination beyond 24 months and, in such instance, we will seekshareholder approval for the extension and provide shareholders with the ability to redeem in in connection with such extension. There areno limitations on extensions, including with respect to the number of times we may seek to extend the date by which we must consummateour initial business combination. The sponsor will lose the entire value of its investment if we do not extend the date by which we mustcomplete an initial business combination. If we have not completed our initial business combination within 24 months or we do nototherwise seek shareholder approval to amend our amended and restated memorandum and articles of association to further extend thetime to complete our initial business combination, we will redeem 100% of the public shares at a per-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account, subject to applicable law and certain conditions as described herein.See“Redemption of Public Shares and Liquidation if no Initial Business Combination” on page 97 for more information. Prior to this offerin