Origin Investment Corp I 10-K

Item 1. Business. General We are a blank check company incorporated on September 25, 2024 in Cayman Islands as an exempted company, incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer herein as our “initial business combination” or “Business Combination.” The registration statement (File No. 333-284189) (the “Registration Statement”) for our initial public offering was declared effective on July 1, 2025 (the “IPO”). On July 3, 2025, we consummated the IPO of 6,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $60,000,000. Each Unit consists of one ordinary share and one-half of one redeemable warrant. On July 18, 2025, the underwriters fully exercised their over-allotment option to purchase an additional 900,000 units at a purchase price of $10.00 per unit, generating additional gross proceeds of $9,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 355,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Origin Equity LLC (the “Sponsor”), generating gross proceeds of $3,550,000. Each private unit will be identical to the public units sold in this offering, except as described in this Annual Report. Upon the full exercise of the underwriters’ over-allotment an additional 18,000 Private Placement Units were purchased by the Company’s sponsor at a price of $10.00 per Private Placement Unit generating gross proceeds of $180,000. Following the closing of the IPO and over-allotment option, an amount of $69,690,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and the Private Placement Units was placed in a Trust Account. 4 Our Competitive Advantages Leadership of an Experienced Management Team and Board of Directors Our management team is led by our director and Chief Executive Officer, Yung-Hsi (“Edward”) Chang and (ii) independent directors Kuo-Shui (“Ringo”) Chao, Derek Alef and Daniel Alef. Established Deal Sourcing Network We believe that our management team’s strong background, contacts and sources and geographic reach will provide us with high quality acquisition opportunities and possibly complementary follow-on business arrangements. These contacts and sources include industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers and participants. Status as a Publicly Listed Acquisition Company We believe that we will be an attractive initial business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some of our target businesses will favor this alternative, which we believe is more cost effective while also offering greater certainty of execution than would a traditional initial public offering process. Once public, we believe that the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a private company. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aiding in attracting talented management staff. With respect to the foregoing examples and descriptions, past performance by our management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any initial business combination we may consummate. Potential investors should not rely upon the historical record of our management as indicative of future performance. Business Strategy We will seek to capitalize on the strength of our team. Our team consists of experienced financial services, accounting, technology and senior operating executives of companies operating in multiple jurisdictions. Collectively, our officers and directors have decades of experience in mergers and acquisitions and in operating companies and initial public offerings. While our sponsor, its affiliates, and our promoters lack experience in organizing special purpose acquisition companies and are not involved in other special purpose acquisition companies, we believe that their prior accomplishments and current activities will be critical in identifying attractive acquisition opportunities. Moreover, we expect that the businesses we target will benefit from access to the U.S. capital markets, as well as the expertise and network of our management team. However, there is no assurance that we will complete an initial business combination. Asia Focus While there is no restriction on the geographic location of the targets that we can pursue, we intend to initially focus on target businesses in Asia. In particular, we intend to focus our search for a target business on private companies in Asia that have compelling economics, clear paths to positive operating cash flow, and successful management teams that are seeking access to the U.S. public capital markets. As an emerging market, Asia has experienced significant growth. The Asian economy has experienced sustained expansion in recent years. According to the International Monetary Fund (IMF), Asian emerging market and developing economies are expected to expand 5.2% in 2024, compared to 3.2% for overall global growth. However, this region is facing a tough IPO market and valuation, with Asia Pacific IPO proceeds dropping 33% in 2023. Consequently, PE exits through IPOs represented only 13% of total PE exits, compared to approximately 22% over the past five years, according to Deloitte. As a result, targets may view deSPAC transactions as an attractive alternative to traditional IPOs, which we expect will result in initial business combination opportunities for us. Industry Opportunity While we may acquire a business in any industry, our focus will be middle market and emerging growth companies in the Financial Services, Technology, Biotechnology & Pharmaceutical, Advanced Materials, and Clean Energy. We believe that our target industries are attractive for a number of reasons: Financial Services: The financial service industry is experiencing transformative growth, characterized by rapid technological advancements, regulatory changes, and evolving consumer expectations. We believe that the technological breakthroughs-including generative AI, blockchain, cloud migration, and cybersecurity enhancement-will open up new strategic opportunities. Technology: The technology sector outperformed the S&P 500® in 2023 and continued its strong performance into the first half of 2024. Pivotal and continuous advancements in AI have created compelling investment opportunities and are expected to fuel long-term sector growth. Agile private technology companies that have capitalized these advancements are well-positioned to scale financially and generate shareholder value. Biotechnology & Pharmaceutical: These industries represent a large target market with constant innovation and substantial investment in innovative technologies. In 2023, there are 1256 total transactions across venture rounds, IPOs, licensing deals, and M&A in the biopharma industry according to JP Morgan. We believe that the dynamics suggest extensive business combination opportunities. Advanced Materials: The global advanced materials market is projected to reach $582.3 billion revenue by 2030, growing at a CAGR of 8.2%, according to P&S Intelligence. The Asia-Pacific region is anticipated to lead the growth, attributed to the high concentration of manufacturers and robust industrial activities within the area. 5 Clean Energy: The shift towards sustainable energy sources is accelerating the growth of the clean energy sector. According to the International Energy Agency (IEA), clean energy investment increased nearly 50% from 2019 to 2023, reaching $1.8 trillion in 2023. Global clean energy deployment scaled new heights in 2023, with annual additions of solar PV and wind growing 85% and 60% respectively. This growth is supported by worldwide initiatives to reduce reliance on fossil fuels and mitigate environmental impacts. We believe these industries represent an enormous and growing target market with a large number of potential target acquisition opportunities. Our team has extensive network, industry expertise, and proven deal-sourcing capabilities in these industries, which will provide us with a strong and differentiated pipeline of potential targets. Acquisition Criteria Our management team intends to focus on creating shareholder value by leveraging its experience in the management, operation, and financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so. ● Strong Management Team that Can Create Significant Value for Target Business. We will seek to identify companies with strong and experienced management teams that will complement the operating and investment abilities of our management team. We believe that the operating expertise of our management team is well suited to complement many potential targets’ management teams. ● Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage. ● Potential for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong, stable, and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value. ● Benefit from Being a Public Company. We intend to acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company. These criteria do not intend to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our sponsor and management team may deem relevant. Employees We currently have one officer. This individual is not obligated to devote any specific number of hours to our matters but he intend to devote as much of his time as he deems necessary to our affairs until we have completed our initial business combination. The amount of time he will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination. 6 Item 1A. Risk Factors. As a smaller reporting company, we are not required to include risk factors in this Annual Report.