UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2026
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _____________ to ___________
Commission
File Number: 001-42732
ORIGIN INVESTMENT CORP I
(Exact name of registrant as specified in its charter)
Cayman
Islands
N/A
(State
or other jurisdiction of
incorporation or organization)
(I.R.S.
Employer
Identification No.)
CapitaGreen ,
Level 24 , 138 Market St
Singapore
043946
(Address
of principal executive offices)
(Zip
Code)
+65
7825-5768
(Registrant’s
telephone number, including area code)
Not
applicable.
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Units,
each consisting of one ordinary share, $0.0001 par value, and one-half of one redeemable warrant
ORIQU
The
Nasdaq Stock Market LLC
Ordinary
shares, $0.0001 par value per share
ORIQ
The
Nasdaq Stock Market LLC
Redeemable
warrants included as part of the units, each whole warrant exercisable for one ordinary share at an exercise price of $11.50
ORIQW
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
Emerging
growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As
of August 14, 2026, there were 8,625,000 ordinary shares, $ 0.0001 par value, issued and outstanding.
ORIGIN
INVESTMENT CORP I
FORM
10-Q FOR THE QUARTER ENDED JUNE 30, 2026
TABLE
OF CONTENTS
Page
Part I. Financial Information
Item 1. Interim Condensed Financial Statements
Condensed Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025
F-1
Condensed Statements of Operations for the three and six months ended June 30, 2026 and June 30, 2025 (unaudited)
F-2
Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the three and six months ended June 30, 2026 and June 30, 2025 (unaudited)
F-3
Condensed Statements of Cash Flows for the six months ended June 30, 2026 and June 30, 2025 (unaudited)
F-4
Notes to Condensed Financial Statements (Unaudited)
F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
Item 3. Quantitative and Qualitative Disclosures About Market Risk
7
Item 4. Controls and Procedures
7
PART II. OTHER INFORMATION
8
Item 1. Legal Proceedings
8
Item 1A. Risk Factors
8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
8
Item 3. Defaults Upon Senior Securities
8
Item 4. Mine Safety Disclosures
8
Item 5. Other Information
8
Item 6. Exhibits
9
SIGNATURES
10
2
PART
I - FINANCIAL INFORMATION
Item
1. Interim Condensed Financial Statements.
ORIGIN
INVESTMENT CORP I
CONDENSED
BALANCE SHEETS
June 30,
2026
December
31, 2025
(Unaudited)
ASSETS
CURRENT ASSETS
Cash
$ 681,322
$ 1,151,773
Prepaid expenses
44,735
108,128
TOTAL CURRENT ASSETS
726,057
1,259,901
OTHER ASSETS
Investments held in Trust Account
72,321,043
71,051,271
TOTAL ASSETS
$ 73,047,100
$ 72,311,172
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses
$ 136,177
$ 174,872
TOTAL CURRENT LIABILITIES
136,177
174,872
TOTAL LIABILITIES
136,177
174,872
COMMITMENTS AND CONTINGENCIES (NOTE 6)
-
-
ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Ordinary shares subject to possible redemption: 6,900,000 shares at redemption value of $ 10.48 and $ 10.30 per share at June 30, 2026 and December 31, 2025, respectively
72,321,043
71,051,271
SHAREHOLDERS’ EQUITY
Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30,2026 and December 31,2025
-
-
Ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 2,132,500 shares issued and outstanding at June 30,2026 and December 31,2025 (excluding 6,900,000 shares subject to possible redemption at June 30, 2026)
213
213
Additional paid-in capital
-
409,935
Retained earnings
589,667
674,881
TOTAL SHAREHOLDERS’ EQUITY
589,880
1,085,029
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ EQUITY
$ 73,047,100
$ 72,311,172
The
accompanying notes are an integral part of the unaudited condensed financial statements.
F- 1
ORIGIN
INVESTMENT CORP I
CONDENSED
STATEMENTS OF OPERATIONS (UNAUDITED)
June 30, 2026
June 30, 2025
June 30,
2026
June 30, 2025
For the three months
ended
For the six months
ended
June 30, 2026
June 30, 2025
June 30,
2026
June 30, 2025
OPERATING EXPENSES
General and administrative expenses
$ 254,447
$ 115,827
$ 495,149
$ 120,420
Total expenses
254,447
115,827
495,149
120,420
OTHER INCOME
Interest income on investments held in Trust Account
638,508
-
1,269,772
-
Total other income
638,508
-
1,269,772
-
NET INCOME (LOSS)
$ 384,061
$ ( 115,827 )
$ 774,623
$ ( 120,420 )
Weighted average shares outstanding ordinary shares subject to possible redemption, basic and diluted
6,900,000
6,900,000
Basic and diluted net income per share of ordinary shares subject to possible redemption
$ 0.04
$ 0.09
Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted
2,132,500
1,500,000 (1)
2,132,500
1,500,000 (1)
Basic and diluted net income (loss) per share, non-redeemable ordinary shares
$ 0.04
$ ( 0.08 )
$ 0.09
$ ( 0.08 )
(1)
This
number excludes an aggregate of up to 225,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised
in full or in part by the underwriter (see Note 5). On July 18, 2025, the underwriters’ over-allotment option was exercised
in full, and the 225,000 ordinary shares were no longer subject to forfeiture.
The
accompanying notes are an integral part of the unaudited condensed financial statements.
F- 2
ORIGIN
INVESTMENT CORP I
CONDENSED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
Shares
Amount
Capital
(Deficit)
Equity
Ordinary Shares
Additional Paid-in
Retained Earnings
Total Shareholders’
Shares
Amount
Capital
(Deficit)
Equity
Balance as of January 1, 2026
2,132,500
$ 213
$ 409,935
$ 674,881
$ 1,085,029
Net income
-
-
390,562
390,562
Accretion for ordinary shares to redemption amount
-
-
( 409,935 )
( 221,329 )
( 631,264 )
Balance as of March 31, 2026
2,132,500
213
$ -
844,114
844,327
Net income
-
-
384,061
384,061
Accretion for ordinary shares to redemption amount
-
-
-
( 638,508 )
( 638,508 )
Balance as of June 30, 2026
2,132,500
$ 213
$ -
$ 589,667
$ 589,880
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Ordinary Shares
Additional Paid-In
Accumulated
Total Shareholders’
Shares(1)
Amount
Capital
Deficit
Equity (Deficit)
Balance as ofJanuary 1, 2025
1,725,000
$ 173
$ 24,827
$ ( 8,218 )
$ 16,782
Net loss
-
-
-
( 4,593 )
( 4,593 )
Balance as ofMarch 31, 2025
1,725,000
173
$ 24,827
( 12,811 )
12,189
Balance
1,725,000
173
$ 24,827
( 12,811 )
12,189
Net loss
-
-
-
( 115,827 )
( 115,827 )
Net income (loss)
-
-
( 115,827 )
( 115,827 )
Balance as of June 30, 2025
1,725,000
$ 173
$ 24,827
$ ( 128,638 )
$ ( 103,638 )
Balance
1,725,000
$ 173
$ 24,827
$ ( 128,638 )
$ ( 103,638 )
(1)
This
number includes an aggregate of up to 225,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised
in full or in part by the underwriter (see Note 5).
The
accompanying notes are an integral part of the unaudited condensed financial statements.
F- 3
ORIGIN
INVESTMENT CORP I
CONDENSED
STATEMENTS OF CASH FLOWS (UNAUDITED)
June 30, 2026
June 30, 2025
For the six months ended
June 30, 2026
June 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$ 774,623
$ ( 120,420 )
Adjustments to reconcile net income(loss) to net cash used in operating activities:
Interest income on investments held in Trust Account
( 1,269,772 )
-
Changes in operating assets and liabilities:
Prepaid expenses
63,393
-
Accounts payable and accrued expenses
( 38,695 )
49,335
Payment of operating expenses through promissory note - related party
-
71,085
Net cash used in operating activities
( 470,451 )
-
NET CHANGE IN CASH
( 470,451 )
-
CASH, BEGINNING OF PERIOD
1,151,773
-
CASH, END OF PERIOD
$ 681,322
$ -
Offering costs paid through promissory note - related party
$ -
$ 114,986
Deferred offering costs included in accrued offering costs
$ -
$ 113,469
The
accompanying notes are an integral part of the unaudited condensed financial statements.
F- 4
ORIGIN
INVESTMENT CORP I
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2026 (UNAUDITED)
NOTE
1 - ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Origin
Investment Corp I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September
25, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (“Business Combination”). The Company has not selected any Business
Combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with
any Business Combination target with respect to the Business Combination.
The
Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is
an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging
growth companies.
As
of June 30, 2026, the Company had not commenced any operations. All activity for the period from September 25, 2024 (inception) through
June 30, 2026 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which
is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the
earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public
Offering. The Company has selected December 31 as its fiscal year end.
The
registration statement for the Company’s Initial Public Offering was declared effective on July 1, 2025. On July 3, 2025, the Company
consummated the Initial Public Offering of 6,000,000 units (the “Public Units” and, with respect to the ordinary shares included
in the Units being offered, the “Public Shares”), 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 underwriter fully exercised its 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 Initial Public Offering, the Company 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 is identical to the public units sold in the Initial Public Offering, except
as described in the Initial Public Offering prospectus. Upon the full exercise of the underwriter’s over-allotment an additional
18,000 Private Placement Units were purchased by the Sponsor at a price of $ 10.00 per Private Placement Unit generating gross proceeds
of $ 180,000 .
Transaction
costs amounted to $ 1,638,581 , consisting of $ 690,000 of underwriting commissions paid at closing ( 1 % of gross proceeds from units offered
to public), $ 344,900 for value of the Representative Units (see Note 6) issued and $ 603,681 of other offering costs.
F- 5
Following
the closing of the Initial Public Offering 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 (the “Trust Account”) and invested
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets
in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the
risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the
longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing
assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to
liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing
demand deposit account at a bank except with respect to interest earned on the funds held in the Trust Account that may be released to
the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will
not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination,
(ii) the redemption of the Company’s public shares (as defined below) if the Company is unable to complete the initial Business
Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s
board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s
public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and
articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with
the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial
Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders
of ordinary shares or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to
the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
The
Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon
the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business
Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial Business
Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled
to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated
as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in
the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations.
The
ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the
Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
If
the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable
and up to $ 100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares,
which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s
obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
The
Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive
their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion
of the initial business combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares
and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
and articles of association (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial
business combination or to redeem 100 % of the public shares if the Company has not consummated an initial business combination within
24 months or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares or private
placement shares if the Company fails to complete the initial Business Combination within 24 months, although they will be entitled to
liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial
Business Combination within such time period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any
Founder Shares and private placement shares held by them and any public shares purchased during or after the Initial Public 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
the initial Business Combination.
F- 6
The
Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services
rendered or products sold to the Company (except for the Company’s independent auditors), or a prospective target business with
which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement,
reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.10 per public share and (ii) the actual amount per public
share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.10 per share due to reductions
in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company
has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor
has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities
of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private units, although substantially all of the net proceeds are intended to be applied generally toward completing
a Business Combination (less deferred underwriting commissions).
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote
disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted,
pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for year ended December 31, 2025 filed with the SEC on March 30, 2026. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to
be expected for the year ending December 31, 2026 or for any future interim or year-end periods.
Going
Concern
As
of June 30, 2026, the Company had cash of $ 681,322 and working capital of $ 589,880 .
In
order to fund working capital or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s
founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $ 1,500,000
of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $ 10.00 per unit. The
units would be identical to the Private Placement Units. As of June 30, 2026, the Company had no borrowings under the Working Capital
Loans.
F- 7
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Financial
Statement Presentation — Going Concern,” the Company’s Management has determined that the Company currently lacks the
liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that
the accompanying unaudited consolidated financial statements are issued as it expects to continue to incur significant costs in pursuit
of its acquisition plans. In addition, Management has determined that if the Company is unable to complete an initial Business Combination
within the Combination Period, then the Company will cease all operations except for the purpose of liquidating. These conditions raise
substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business
Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities
should the Company be required to liquidate after the end of the combination period. There can be no assurance that the Company’s
plans to raise capital or to consummate an initial Business Combination will be successful.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic investments and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited
condensed financial statements and the reported amounts of expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $ 681,322 and $ 1,151,773 in cash and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.
Investments
Held in Trust Account
As
of June 30, 2026, the Company had $ 72,321,043 held in a trust account in money market mutual funds, which invest only in direct U.S.
government treasury obligations.
F- 8
Offering
Costs
The
Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.”
Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20,
“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into
its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between
ordinary shares and warrants by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the ordinary
shares. Offering costs allocated to the Public and Private Placement Units were allocated to temporary equity and shareholders’
equity(deficit), based on the classification of underlying financial instruments.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amount represented in the accompanying condensed balance sheets, primarily
due to their short-term nature.
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
●
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
●
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and
●
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times,may exceed the Federal deposit Insurance Corporation coverage of $ 250,000 . Any loss incurred or a lack of access to such
funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
F- 9
Ordinary
Shares Subject to Possible Redemption
The
Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In
accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the
redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately
as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.
Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption
value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent
available) and accumulated deficit. Accordingly, as of June 30, 2026, ordinary shares subject to possible redemption are presented at
redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.
As of June 30, 2026 and December 31, 2025 the ordinary shares subject to possible redemption reflected in the condensed balance sheets
are reconciled in the following table:
SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Gross proceeds
$ 69,000,000
Less:
Fair Value of Public Warrants at Issuance
( 1,345,500 )
Public issuance costs
( 1,612,751 )
Plus:
Remeasurement of carrying value to redemption value
5,009,522
Ordinary shares subject to possible redemption, December 31, 2025
71,051,271
Plus:
Remeasurement of carrying value to redemption value
1,269,772
Ordinary shares subject to possible redemption, June 30, 2026
$ 72,321,043
Net
Income (Loss) Per Ordinary Share
Net
income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding
during the period. As of June 30, 2026 and 2025, the Company did not have any dilutive securities and other contracts that could, potentially,
be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per
ordinary share is the same as basic income (loss) per ordinary share for the periods presented.
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE
Redeemable
Shares
Non-redeemable
shares
For the three months ended
June 30, 2026
Redeemable
Shares
Non-redeemable
shares
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income
$ 293,387
$ 90,674
Denominator:
Basic and diluted weighted average ordinary shares outstanding
6,900,000
2,132,500
Basic and diluted net income per ordinary share
$ 0.04
$ 0.04
Redeemable
Shares
Non-redeemable
shares
For the six months ended
June 30, 2026
Redeemable
Shares
Non-redeemable
shares
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income
$ 591,740
$ 182,882
Denominator:
Basic and diluted weighted average ordinary shares outstanding
6,900,000
2,132,500
Basic and diluted net income per ordinary share
$ 0.09
$ 0.09
Basic and diluted net income per ordinary share:
For the three and six months ended
June 30, 2025
Non-redeemable shares
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net loss, as adjusted
$ ( 115,827 )
$ ( 120,420 )
Denominator:
Basic and diluted weighted average ordinary shares outstanding
1,500,000
1,500,000
Basic and diluted net loss per ordinary share
$ ( 0.08 )
$ ( 0.08 )
F- 10
Income
Taxes
The
Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the
Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. As of June 30, 2026, and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest
and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position.
The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the periods presented.
Share-Based
Compensation
The
Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC
718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee
share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant
date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued by multiplying
the marketable value per Founder Share by the probability of successful closing of an initial Business Combination. Grants of share-based
payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is
the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally
the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the
period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending
on the nature of the services provided in the accompanying unaudited condensed statements of operations.
Derivative
Financial Instruments
The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each
reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net cash settlement
or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriter’s over-allotment
option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as
a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering.
F- 11
Warrant
Instruments
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC
815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including
whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment,
which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date
while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date
thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the condensed statements
of operations.
The
Public Warrants and Private Placement Warrants are not precluded from equity classification and were accounted for as such on the date
of issuance.
Recent
Accounting Pronouncements
In
November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant
segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount
of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the
title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing
segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently
required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required
by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December
15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted
ASU 2023-07 on September 25, 2024, date of incorporation.
Management
does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s unaudited condensed financial statements.
NOTE
3 - INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering on July 3, 2025, the Company sold 6,900,000 Units, (including 900,000 Units issued pursuant to the full
exercise by the underwriter of its over-allotment option on July 18, 2025) at a purchase price of $ 10.00 per Unit. Each Unit consisted
of one ordinary share and one-half of one redeemable public warrant (“Public Warrant”). Each whole Public Warrant entitles
the holder to purchase one ordinary share at an exercise price of $ 11.50 per share, subject to adjustment.
Each
Public Warrant becomes exercisable 30 days after the completion of the initial Business Combination and will expire five years after
the completion of the initial Business Combination, or earlier upon redemption or liquidation.
F- 12
NOTE
4 - PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering on July 3, 2025 and the underwriter’s over-allotment option exercised in full on
July 18, 2025, the Company sold 355,000 and 18,000 Private Placement Units, respectively, at a purchase price of $ 10.00 per unit. Each
Private Placement Unit consists of one ordinary share and one-half of one Private Warrant. Each whole Private Warrant entitles the holder
thereof to purchase one ordinary share at a price of $ 11.50 per share, subject to adjustment. Such Private units are identical to the
Units sold in the Initial Public Offering. If the Company does not consummate an initial Business Combination within 24 months from the
closing of the Initial Public Offering, any proceeds from the sale of the Private units held in the Trust Account will be used to fund
the redemption of the Public Shares (subject to the requirements of applicable law). Holders of the Private units have entered into an
agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, private shares included
in any Private units and Public Shares in connection with (i) the completion of the initial Business Combination and (ii) the implementation
by the directors of, following a shareholder vote to approve, an amendment to the amended and restated memorandum and articles of association
(A) that would modify the substance or timing of the obligation to provide holders of the ordinary shares the right to have their shares
redeemed or repurchased in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company does
not complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to
any other provision relating to the rights of holders of the ordinary shares. The Private units (including any private shares or Private
Placement Warrants included in such Private units) will not be transferable or saleable until 30 days after the completion of the initial
Business Combination. Certain proceeds from the Private units will be added to the proceeds from the Initial Public Offering to be held
in the Trust Account.
NOTE
5 - RELATED PARTY TRANSACTIONS
Founder
Shares
On
September 25, 2024, the Sponsor paid cost totaling $ 25,000 on behalf of the Company, or approximately $ 0.014 per share in consideration
for 1,725,000 ordinary shares, par value $ 0.0001 per share (the “Founder Shares” or “founder shares”) issued
to the Sponsor. Prior to the above issuance, one share was issued to Maples Corporate Services Limited and subsequently surrendered back
and cancelled by the Company. The Founder Shares include an aggregate of up to 225,000 shares subject to forfeiture by the holders thereof
depending on the extent to which the underwriter’s over-allotment option is exercised, so that the number of Founder Shares will
collectively represent 25 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As
a result of the full exercise of the over-allotment option by the underwriter at the closing of the Initial Public Offering, the 225,000
Founder Shares are no longer subject to forfeiture.
On
July 3, 2025, the Sponsor transferred an aggregate of 51,000 founder shares to the three independent directors of the Company in exchange
for their services as independent directors through the Company’s initial Business Combination. The transfer of the founder shares
to the holders are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC
718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total
fair value of the 51,000 founder shares assigned to the holders on July 3, 2025 was $ 105,570 or $ 2.07 per share. The shares were transferred
subject to a performance condition (i.e., providing services through Business Combination). Stock-based compensation would be recognized
at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the
number of shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially
received for the shares. As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable
and therefore no compensation expense has been recognized.
The
Founder Shares are redesignated as ordinary shares upon the adoption of the amended and restated memorandum and articles of association.
The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) 180
days after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, the date on which
the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public
Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
F- 13
The
Founder Shares are identical to the ordinary shares included in the units sold in the Initial Public Offering, and holders of Founder
Shares have the same shareholder rights as public shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions,
as described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) the sponsor, officers and directors
have entered into a letter agreement with the company, pursuant to which they have agreed to (A) waive their redemption rights with respect
to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination,
(B) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with
a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance
or timing of thecompany’s obligation to allow redemption in connection with an initial business combination or to redeem 100 % of
the public shares if the company has not consummated an initial business combination within 24 months or (B) with respect to any other
material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating
distributions from the Trust Account with respect to their Founder Shares or private placement shares if the company fails to complete
the initial Business Combination within 24 months, although they will be entitled to liquidating distributions from the Trust Account
with respect to any public shares they hold if the Company fails to complete the initial Business Combination within such time period
and to liquidating distributions from assets outside the Trust Account and (D) vote any Founder Shares and private placement shares held
by them and any public shares purchased during or after the Initial Public 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 the initial Business Combination.
Promissory
Note - Related Party
On
October 14, 2024, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which
the Company may borrow up to an aggregate principal amount of $ 500,000 . The Promissory Note is non-interest bearing and payable on the
earlier of (i) December 31, 2025 or (ii) the consummation of the Initial Public Offering. As of June 30, 2026, and December 31, 2025,
there were no outstanding balances under the Promissory Note. Borrowings under the note are no longer available.
Administrative
Support Services
Commencing
on the effective date of the Initial Public Offering on July 3, 2025 and through the earlier of the Company’s consummation of a
Business Combination or its liquidation, the Company has agreed to pay the Sponsor a total of $ 25,000 per month for office space, utilities
and secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will
cease paying these monthly fees. The Company has accrued and incurred $ 75,000 and $ 150,000 under the administrative services agreement,
which are included in general and administrative expenses on the accompanying condensed statements of operations, for the three and six
months ended June 30, 2026, respectively.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their
respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds
as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into units at a price of $ 10.00
per unit. The units would be identical to the Private units. As of June 30, 2026, and December 31, 2025, there were no amounts outstanding
under the Working Capital Loans.
F- 14
NOTE
6 – COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
initial shareholders, as the holders of the Founder Shares and Private units, including from time to time the public shares, Private
units that may be issued upon conversion of Working Capital Loans, any private shares or Private Placement Warrants included in the Private
units, any ordinary shares issuable upon exercise of warrants they may hold or acquire, and any warrants, including Private Placement
Warrants, that they may hold or acquire, are entitled to registration rights pursuant to a registration and shareholder rights agreement
signed in connection with the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to
three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback
registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company granted the underwriter a 45 -day option from the date of the Initial Public Offering to purchase up to 900,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts. On July 18, 2025, the underwriter
elected to fully exercise its over-allotment option to purchase the Option Units at a price of $ 10.00 per Unit.
The
underwriter was entitled to a cash underwriting discount of 1 % of the gross proceeds of the Initial Public Offering, $ 690,000 (including
the underwriter’s full exercise of the over-allotment), which was paid upon the closing of the Initial Public Offering and the
over-allotment option. In addition, the underwriter was entitled to receive 0.5 % of the number of Units sold or 34,500 units in the aggregate
(the “Representative Units”) with such Units restricted from sale until the closing of the Initial Business Combination and
with no rights to the Trust Account. The Representative’s Units are identical to the Private Placement Units, except that the Representative’s
Units were purchased in a private placement exempt from registration under the Securities Act and will not become freely tradable until
after certain conditions are met and the resale of such Representative Units is registered under the Act.
Risks
and Uncertainties
The
Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond
the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other
things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest
rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and
geopolitical instability, such as the military conflicts in Ukraine and the Middle East including those involving the United States,
Iran and Israel. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude
or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
F- 15
NOTE
7 - SHAREHOLDERS’ EQUITY
Preference
Shares - The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations,
voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30,
2026 and December 31, 2025, there were no preference shares issued or outstanding.
Ordinary
Shares - The Company is authorized to issue 200,000,000 ordinary shares, with a par value of $ 0.0001 per share. Holders of ordinary
shares are entitled to one vote for each share.
As
of June 30, 2026, and December 31, 2025, there were 2,132,500 ordinary shares issued and outstanding (excluding the 6,900,000 shares
subject to possible redemption at June 30,2026).
Warrants
- As of June 30, 2026, there were 3,857,500 warrants outstanding, including 3,450,000 Public Warrants, 373,000 Private Placement
Warrants and 34,500 warrants underlying the Representative Units. Public Warrants may only be exercised for a whole number of shares.
No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.
The
Public Warrants will become exercisable 30 days after the completion of a Business Combination, provided in each case that the Company
has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants
and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the
securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a
cashless basis under certain circumstances). The Company registered the ordinary shares issuable upon exercise of the Public Warrants
in the Initial Public Offering because the Public Warrants will become exercisable 30 days after the completion of a Business Combination.
However, because the Public Warrants will be exercisable until their expiration date of up to five years after the completion of the
Business Combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of
the Business Combination, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing
of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement
covering the ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those ordinary shares
until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the ordinary shares
issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant
holders may, until such time as there is an effective registration statement and during any period when the Company will have failed
to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act or another exemption. Notwithstanding the above, if the ordinary shares are at the time of any exercise of a warrant
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section
18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do
so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in
effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
F- 16
The
warrants have an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of a Business
Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked
securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective
issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the
board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account
any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued
Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of ordinary shares during the 20-trading day period starting
on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to
115% of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price will be adjusted (to
the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. See “- Redemption of warrants
when the price per ordinary share equals or exceeds $ 18.00 ” below.
The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i)
that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable,
assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) the Private
Placement Warrants will be non-redeemable and (iii) the Private Placement Warrants will be exercisable on a cashless basis and have certain
registration rights.
Redemption
of warrants when the price per ordinary share equals or exceeds $ 18.00 . Once the warrants become exercisable, the Company may redeem
the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
●
in
whole and not in part;
●
at
a price of $ 0.01 per warrant;
●
upon
a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption period; and
●
if,
and only if, the last reported sale price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading
days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption
to the warrant holders.
The
Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance
of the ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those ordinary shares
is available throughout the 30-day redemption period.
In
no event will the Company be required to net cash settle any warrant. If the Company has not completed a Business Combination within
the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such
funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust
Account with respect to such warrants. Accordingly, the warrants may expire worthless.
NOTE
8 - FAIR VALUE MEASUREMENTS
The
fair value of the Public Warrants on the day of the Initial Public Offering was $ 1,170,000 or $ 0.39 per Public Warrant. The fair value
of the Public Warrants was determined using Black-Scholes Simulation Model. The Public Warrants have been classified within shareholders’
equity and will not require remeasurement after issuance. The following table presents the quantitative information regarding market
assumptions used in the valuation of the Public Warrants used in the Level 3 valuation of Public Warrants:
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES
July 3, 2025
Implied ordinary share price
$ 9.80
Exercise price
$ 11.50
Simulation term (years)
5
Risk-free rate
3.94 %
Selected volatility
30.80 %
Calculated value per Warrant
$ 0.39
F- 17
The
following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis as of June 30, 2026 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such
fair value. There were no transfers between levels of fair value hierarchy during the six months ended June 30, 2026.
June
30, 2026
SCHEDULE OF FAIR VALUE MEASUREMENTS RECURRING BASIS
Description
Quoted Prices in
Active Market
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant Other
Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account-Money Market Fund
$ 72,321,043
$ -
$ -
NOTE
9 - SEGMENT INFORMATION
ASC
Topic 280, “Segment Reporting”, establishes standards for companies to report, in their financial statements, information
about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of
an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial
information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how
to allocate resources and assess performance.
The
Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial
metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management
has determined that there is only one reportable segment.
The
CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported
on the statements of operations as net income or loss. The measure of segment assets is reported on the condensed balance sheets as total
assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, CODM reviews several
key metrics included in net income or loss and total assets, which include the following:
SCHEDULE OF SEGMENT INFORMATION
June 30, 2026
December
31, 2025
Investments held in Trust Account
$ 72,321,043
$ 71,051,271
Cash
$ 681,322
1,151,773
For the three months ended
June 30, 2026
For the three months ended
June 30, 2025
General and administrative expenses
$ 254,447
$ 115,827
Interest income on investments held in Trust Account
$ 638,508
$ -
For the six months ended
June 30, 2026
For the six months ended
June 30, 2025
General and administrative expenses
$ 495,149
$ 120,420
Interest income on investments held in Trust Account
$ 1,269,772
$ -
The
key measures of segment profit or loss reviewed by the CODM are general and administrative expenses. General and administrative expenses
are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an Initial Business
Combination within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and
enforce all contractual agreements to ensure costs are aligned with all agreements and budget. All other segment items included in net
income or loss are reported on the condensed statements of operations and described within their respective disclosures.
NOTE
10 - SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited
condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have
required adjustment or disclosure in the unaudited condensed financial statements.
F- 18
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References
in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Origin
Investment Corp I. References to our “management” or our “management team” refer to our officers and directors,
and references to the “Sponsor” refer to Origin Equity LLC. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained
elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.
Cautionary
Note Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results
to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form
10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” regarding the completion of a Business Combination, the Company’s financial position, business strategy and
the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,”
“anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance,
but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For
information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking
statements, please refer to the Risk Factors section of the final prospectus filed with the U.S. Securities and Exchange Commission (the
“SEC”) on July 3, 2025. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website
at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update
or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We
are a blank check company incorporated in the Cayman Islands on September 25, 2024, formed for the purpose of effecting a Business Combination
with one or more businesses or entities. We intend to effectuate our Business Combination using cash derived from the proceeds of the
Initial Public Offering and Private Placement, our shares, debt or a combination of cash, shares and debt.
We
expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure our shareholders that our plans
to complete a Business Combination will be successful.
We
may seek to extend the Combination Period consistent with applicable laws, regulations, and stock exchange rules by amending our amended
and restated memorandum and articles of association. Such an amendment would require the approval of our Public Shareholders, who will
be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote for such approval. Such redemptions
will decrease the amount held in our Trust Account, and our capitalization may affect our ability to maintain our listing on Nasdaq.
In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the
Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will be subject to a suspension of trading
and delisting from Nasdaq.
3
Results
of Operations
We
have neither engaged in any operations nor generated any revenues to date. Our only activities for the quarter ended June 30, 2026, were
organizational activities, those necessary to identify potential target companies for our Business Combination. We do not expect to generate
any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of
interest income on assets held in our Trust Account (defined below). We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For
the three and six months ended June 30, 2026, we had net income of $384,061 and $774,623, respectively, which resulted from interest
earned on marketable securities held in the Trust Account of $638,508 and $1,269,772, respectively, offset by general and administrative
expenses of $254,447 and $495,149, respectively.
For
the three and six months ended June 30, 2025, we had net loss of $115,827 and $120,420, respectively, which resulted from general and
administrative expenses.
Factors
That May Adversely Affect our Results of Operations
Our
results of operations and our ability to complete an initial Business Combination may be adversely affected by numerous factors that
could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our results of operations
and our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets
or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions,
declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts
in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude
or the extent to which they may negatively impact on our business and our ability to complete an initial Business Combination.
Liquidity,
Capital Resources and Going Concern
The
registration statement for the Company’s Initial Public Offering was declared effective on July 1, 2025. On July 3, 2025, the Company
consummated the Initial Public Offering of 6,000,000 units (the “Public Units” and, with respect to the ordinary shares included
in the Units being offered, the “Public Shares”), 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 Initial Public Offering, the Company 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 is identical to the public units sold in the Initial Public Offering, except
as described in this Quarterly Report. Upon 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.
Transaction
costs amounted to $1,638,581, consisting of $690,000 of Underwriting commissions paid at closing (1% of gross proceeds from units offered
to public), $344,900 for value of the Representative Units (Note 6) issued and $603,681 of other offering costs.
For
the six months ended June 30, 2026, net cash used in operating activities was $470,451. Net income of $774,622 was affected by interest
earned on marketable securities held in the Trust Account of $1,269,772 and changes in operating assets and liabilities of $24,699.
For
the six months ended June 30, 2025, net cash used in operating activities was $0. Net loss was affected by $120,420 of non-cash or accrued
items and changes in operating assets and liabilities used/provided $120,420 of cash for operating activities.
4
For
the six months ended June 30, 2026 and 2025, net cash used in investing activities was $0.
For
the six months ended June 30, 2026 and 2025, net cash provided by financing activities was $0.
As
of June 30, 2026, we had marketable securities held in the Trust Account of $72,321,043 consisting of money market mutual funds that
invest in U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any.
We
intend to use substantially all the funds held in the Trust Account, including any amounts representing interest earned in the Trust
Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole
or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working
capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases
the longer that we hold investments in the Trust Account, we may, at any time (based on our Management’s ongoing assessment of
all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held
in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a
bank.
As
of June 30, 2026, we had cash of $681,322. We intend to use the funds held outside the Trust Account primarily to identify and evaluate
target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of
prospective target businesses, and structure, negotiate and complete a Business Combination.
To
fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of
our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business
Combination, we will repay such loaned amounts. If a Business Combination does not close, we may use a portion of the working capital
held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account will be used for such repayment. Up
to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00
per unit at the option of the lender. The units would be identical to the Private Placement Units.
In
connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Financial Statement
Presentation — Going Concern,” the Company’s Management has determined that the Company currently lacks the liquidity
it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying
unaudited consolidated financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition
plans. In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the Combination
Period, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about
the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the
end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required
to liquidate after the end of the combination period. There can be no assurance that the Company’s plans to raise capital or to
consummate an initial Business Combination will be successful.
5
Off-Balance
Sheet Arrangements
As
of June 30, 2026, we did not have any off-balance sheet arrangements.
Contractual
Obligations
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement
to pay our Sponsor $25,000 per month for office space, utilities and secretarial and administrative support services provided to members
of the management team.
Critical
Accounting Estimates
The
preparation of financial statement and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statement, and income and expenses during the periods reported. Actual
results could materially differ from those estimates. As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.
Ordinary
Shares Subject to Possible Redemption
In
accordance with FASB ASC 480-10-S99, redemption provisions not solely within our control require ordinary shares subject to redemption
to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the
entity’s equity instruments, are excluded from the provisions of FASB ASC 480-10-S99. 6,900,000 ordinary shares contain a redemption
feature which allows for the redemption of such public shares in connection with our liquidation, if there is a shareholder vote or tender
offer in connection with an initial Business Combination and in connection with certain amendments to our amended and restated memorandum
and articles of association. Accordingly, at June 30, 2026, 6,900,000 ordinary shares subject to possible redemption are presented at
redemption value as temporary equity, outside of shareholders’ equity on the balance sheets.
We
recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal
the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares
are affected by charges against additional paid in capital and accumulated deficit.
Net
Income (loss) Per Ordinary Share
Net
income (loss) per ordinary share is computed by dividing net income(loss) by the weighted average number of ordinary shares outstanding
during the period. As of June 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially,
be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income(loss) per ordinary
share is the same as basic income(loss) per ordinary share for the period presented.
Recent
Accounting Standards
In
November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim
basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well
as the aggregate amount of other segment items included in the reported measure of segment profit or loss.
The
ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s)
of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to
provide all annual disclosures currently required by ASC Topic 280, Segment Reporting (“ASC 280”) in interim periods,
and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and
existing segment disclosures in ASC 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on September 25,
2024, the date of its incorporation. The adoption of ASU 2023-07 had no material impact on the Company’s financial position, results
of operations, or cash flows.
The
Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently
adopted, would have a material effect on the accompanying financial statements.
6
Item
3. Quantitative and Qualitative Disclosures About Market Risk
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in our reports filed under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our principal executive officer and principal financial officer,
as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure
controls and procedures as of June 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon
that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2026, our disclosure
controls and procedures were effective.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
7
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a)
None.
(b)
Following
the closing of the Initial Public Offering 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 the Trust Account. For additional information, see Note 1
to our unaudited condensed financial statements in this Quarterly Report.
(c)
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
(a)
None.
(b)
None.
(c)
During the quarter ended June 30, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading agreement”
or a “non-Rule 10b5-1 trading agreement” (in each case defined in Item 408 of Regulation S-K).
8
Item
6. Exhibits.
See
the Exhibit Index to this Quarterly Report immediately below and before the signature page hereto, which Exhibit Index is incorporated
by reference as if fully set forth herein.
No.
Description
of Exhibit
3.1
Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 8, 2025)
31.1
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Interim Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Interim Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Furnished herewith.
9
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Origin
Investment Corp I
Date:
August 14, 2026
By:
/s/
Yung-Hsi (“Edward”) Chang
Name:
Yung-Hsi
(“Edward”) Chang
Title:
Chief
Executive Officer
(Principal
Executive Officer)
Date:
August 14, 2026
By:
/s/
Yung-Hsi (“Edward”) Chang
Name:
Yung-Hsi
(“Edward”) Chang
Title:
Interim
Chief Financial Officer
(Principal
Financial and Accounting Officer)
10
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.