UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR Section 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| N/A | ||||
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2 of this chapter).
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.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 15, 2026, Origin Investment Corp I (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) relating to the audit committee composition requirements under Nasdaq Listing Rule 5605(c)(2).
The Letter stated that, pursuant to Nasdaq Listing Rule 5615(b), the Company was granted a phase-in period of one year from July 1, 2025, the effective date of the Company’s registration statement on Form S-1 for its initial public offering, to comply with the audit committee composition requirements under Nasdaq Listing Rule 5605(c)(2). The Letter further stated that, as of July 2, 2026, the Company failed to appoint a third independent member to its Audit Committee and, as a result, did not comply with Nasdaq Listing Rule 5605(c)(2).
On July 13, 2026, the Company’s Board of Directors appointed Daniel Alef, an existing member of the Board of Directors, as a member of the Audit Committee, effective as of July 13, 2026. In connection with the appointment, the Board of Directors determined that Mr. Alef qualifies as an “independent director” under Nasdaq Listing Rule 5605(a)(2), meets the enhanced independence requirements applicable to audit committee members under Nasdaq Listing Rule 5605(c)(2), satisfies the independence criteria of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and is financially literate as required by Nasdaq Listing Rule 5605(c)(2)(A).
Based on the appointment of Mr. Alef to the Audit Committee, Nasdaq Staff determined that the Company complies with Nasdaq Listing Rule 5605(c)(2) and that, subject to the public disclosure requirement described in the Letter, the matter is closed.
This Current Report on Form 8-K is intended to satisfy the public disclosure requirement under Nasdaq Listing Rule 5810(b).
SIGNATURE
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 hereunto duly authorized.
Date: July 21, 2026 |
ORIGIN INVESTMENT CORP I | |
| By: | /s/ Yung-Hsi (“Edward”) Chang | |
| Name: | Yung-Hsi (“Edward”) Chang | |
| Title: | Chief Executive Officer and Interim Chief Financial Officer | |