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As filed with the Securities and Exchange Commission on May 25, 2021

Registration No. 333-254012

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT No. 3

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ARTIUS ACQUISITION INC.

(Exact Name of Registrant as Specified in its charter)

 

 

 

Cayman Islands(1)   6770   N/A

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification Number)

3 Columbus Circle, Suite 2215

New York, NY 10019

(212) 309-7668

(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)

 

 

Boon Sim

Chief Executive Officer and Chief Financial Officer

3 Columbus Circle, Suite 2215

New York, NY 10019

(212) 309-7668

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

Copies to:

 

Paul J. Shim, Esq.

Adam J. Brenneman, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

 

Clare O’Brien, Esq.

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

(212) 848-8966

 

Joshua C. Lee, Esq.

General Counsel

Micromidas, Inc.

930 Riverside Parkway

Suite 10

West Sacramento, CA

95605

(916) 231-9329

 

Matthew P. Dubofsky, Esq.

John T. McKenna, Esq.

Peter H. Werner, Esq.

Garth Osterman, Esq.

Cooley LLP

101 California Street

5th Floor

San Francisco, CA 94111

(415) 693-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐


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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered (1)

 

Proposed

Maximum

Offering Price

Per Public Unit

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

Common Stock (2)(3)

  90,562,500   $10.46   $   947,283,750(4)   $103,348.66(9)

Warrants to purchase Common Stock (2)(5)

  24,150,000   $  1.80   $     43,470,000(6)   $    4,742.58(9)

Common Stock (2)(7)

  103,213,000   N/A   $            991.83(8)   $           1.00(9)

 

 

(1)

Immediately prior to the consummation of the Business Combination described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Artius Acquisition Inc., a Cayman Islands exempted company (“Artius”), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Artius’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by Artius (post-Domestication), as the continuing entity following the Domestication, which will be renamed “Origin Materials, Inc.” in connection with the Domestication, as further described in the proxy statement/prospectus. As used herein, the “Combined Company” refers to Artius after the Domestication, the consummation of the Business Combination, and such change of name, as applicable.

(2)

Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

The number of shares of common stock of the Combined Company (“Combined Company Common Stock”) being registered represents the number of Class A ordinary shares of Artius that were registered pursuant to the registration statements on Form S-1 (SEC File Nos. 333-239421 and 333-239841) (together, the “IPO Registration Statement”) and offered by Artius in its initial public offering (the “Artius public shares”) and 18,112,500 Class B ordinary shares of Artius (“Artius founder shares”). The Artius public shares and Artius founder shares automatically will be converted by operation of law into shares of Class A common stock and Class B common stock of Artius in the Domestication and such shares of Class A common stock and Class B common stock will become shares of Combined Company Common Stock upon the completion of the Business Combination.

(4)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Artius public shares on Nasdaq on March 5, 2021 ($10.46 per Class A ordinary share) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(5)

The number of redeemable warrants to acquire Combined Company Common Stock being registered represents the number of redeemable warrants to acquire Artius public shares that were registered pursuant to the IPO Registration Statement referenced in note (3) above and offered by Artius in its initial public offering (the “Artius public warrants”). The Artius public warrants automatically will be converted by operation of law into redeemable warrants to acquire shares of Artius Class A common stock in the Domestication, and will become redeemable warrants to acquire Combined Company Common Stock upon the completion of the Business Combination.

(6)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Artius public warrants on the Nasdaq on March 5, 2021 ($1.80 per warrant) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(7)

Based on the maximum number of shares of Combined Company Common Stock estimated to be issued in connection with Merger described herein. This number is based on the sum of (i) the 78,213,000 shares of Combined Company Common Stock issuable upon the consummation of the Merger, without giving effect to downward adjustments, and (ii) up to 25,000,000 shares of Combined Company Common Stock that may be issued after such date for certain holders of Origin’s shares of common stock and options pursuant to the earn-out provisions of the Merger Agreement described herein.


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(8)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Micromidas, Inc., a Delaware corporation (“Origin”) is a private company, no market exists for its securities, and has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Origin securities expected to be exchanged in the Business Combination.

(9)

Paid in connection with the initial filing of this registration statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

PRELIMINARY PROXY STATEMENT AND PROSPECTUS

SUBJECT TO COMPLETION, DATED MAY 25, 2021

PROXY STATEMENT/PROSPECTUS FOR 193,775,500 SHARES OF COMMON STOCK AND 24,150,000 WARRANTS TO PURCHASE SHARES OF COMBINED COMPANY COMMON STOCK, IN EACH CASE OF ARTIUS ACQUISITION INC. AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED “ORIGIN MATERIALS, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION.

The board of directors of Artius Acquisition Inc., a Cayman Islands exempted company (“Artius,” “we,” “our” or “us”), has unanimously approved (i) the agreement and plan of merger and reorganization, dated as of February 16, 2021 (as amended by the letter agreement dated March 5, 2021, and as further amended or modified from time to time, the “Merger Agreement”), by and among Artius, Zero Carbon Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Artius (“Merger Sub”), and Micromidas, Inc., a Delaware corporation doing business as Origin Materials (“Origin”), which provides for, among other things, the merger of Merger Sub with and into Origin, with Origin continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”), (ii) the change of Artius’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware (the “Domestication,” and Artius post-domestication and upon the consummation of the Business Combination, the “Combined Company”) and (iii) the other transactions contemplated by the Merger Agreement and documents related thereto.

As described in this proxy statement/prospectus, Artius’s shareholders are being asked to consider and vote upon (among other things) the Business Combination and the Domestication. Assuming the proposals are approved, the Domestication is expected to be effectuated prior to the closing of the Business Combination (the “Closing”). The continuing entity following the Domestication will be named “Origin Materials, Inc.”

On the effective date of the Domestication, (i) the issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Artius Class A Ordinary Shares”), of Artius will convert automatically by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of Artius (the “Artius Class A Common Stock”); (ii) the issued and outstanding redeemable warrants that were registered pursuant to the Registration Statements on Form S-1 (SEC File Nos. 333-239421 and 333-239841) of Artius (the “IPO Registration Statement”) will automatically become redeemable warrants to acquire shares of Artius Class A Common Stock (no other changes will be made to the terms of any issued and outstanding public warrants as a result of the Domestication); (iii) each issued and outstanding unit of Artius that has not been previously separated into the underlying Artius Class A Ordinary Share and warrant upon the request of the holder thereof, will automatically entitle the holder thereof to one share of Artius Class A Common Stock and one-third of one redeemable warrant to acquire one share of Artius Class A Common Stock; (iv) each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “Artius Class B Ordinary Shares”), of Artius will convert automatically by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections, into shares of Artius Class B Common Stock; and (v) the issued and outstanding warrants of Artius issued in a private placement will automatically become warrants to acquire shares of Artius Class A Common Stock (no other changes will be made to the terms of any issued and outstanding private placement warrants as a result of the Domestication). The Artius Class A Common Stock and the Artius Class B Common Stock are to be authorized pursuant to the proposed Interim Certificate of Incorporation (as defined below). Upon completion of the Business Combination, the outstanding shares of Artius Class A Common Stock and Artius Class B Common Stock will become shares of common stock of the Combined Company, par value $0.0001 per share (“Combined Company Common Stock”) and the warrants to acquire shares of Artius Class A Common Stock will become warrants to acquire Combined Company Common Stock. The Combined Company Common Stock is to be authorized pursuant to the proposed Certificate of Incorporation (as defined below).

At the Effective Time, by virtue of the Merger and without any action on the part of Artius, Merger Sub, Origin or the holders of any of Origin’s securities, each outstanding share of the common stock of Origin (the “Origin Common Stock”), the Series A Preferred Stock of Origin (the “Origin Series A Preferred


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Stock”), the Series B Preferred Stock of Origin (the “Origin Series B Preferred Stock”) and the Series C Preferred Stock of Origin (the “Origin Series C Preferred Stock” and, together with the Origin Series A Preferred Stock and the Origin Series B Preferred Stock, the “Origin Preferred Stock”) will automatically convert into the right to receive a number of shares of Combined Company Common Stock equal to the Common Exchange Ratio, Series A Exchange Ratio, Series B Exchange Ratio and Series C Exchange Ratio, respectively (subject to certain adjustments as described in the Merger Agreement). The “Common Exchange Ratio” means (i) the quotient of 78,213,000 (minus adjustments as described in this proxy statement/prospectus) minus the Aggregate Liquidation Preference Consideration (as defined in the Merger Agreement) (ii) divided by Origin’s fully diluted shares outstanding (as defined in the Merger Agreement), as of immediately prior to the Effective Time. The “Series A Exchange Ratio” means (i) the quotient of the Series A Per Share Liquidation Preference (as defined in the Merger Agreement) divided by the per share value of Artius Common Stock (as adjusted pursuant to the Merger Agreement) calculated in accordance with the Amended and Restated Certificate of Incorporation of Origin (the “Artius Trading Price”) (plus adjustments as described in this proxy statement/prospectus) (ii) plus the Per Share Residual Consideration (as defined in the Merger Agreement). The “Series B Exchange Ratio” means (i) the quotient of the Series B Per Share Liquidation Preference (as defined in the Merger Agreement) divided by the Artius Trading Price (plus adjustments as described in this proxy statement/prospectus) (ii) plus the Per Share Residual Consideration. The “Series C Exchange Ratio” means (i) the quotient of the Series C Per Share Liquidation Preference (as defined in the Merger Agreement) divided by the Artius Trading Price (plus adjustments as described in this proxy statement/prospectus) (ii) plus the Per Share Residual Consideration. As of May 19, 2021, the Common Exchange Ratio was approximately 2.1236, the Series A Exchange Ratio was approximately 2.5605, the Series B Exchange Ratio was approximately 3.1422 and the Series C Exchange Ratio was approximately 3.9349. In addition, certain holders of Origin’s securities will be entitled to receive, in the aggregate, up to 25,000,000 shares of Combined Company Common Stock subject to certain earnout provisions.

Artius’s Class A ordinary shares, units and warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “AACQ,” “AACQU” and “AACQW,” respectively. Artius will apply for listing, to be effective at the time of the Business Combination, of the Combined Company Common Stock and Common Stock Public Warrants (as defined below) on the Nasdaq under the proposed symbols “ORGN” and “ORGNW,” respectively.

 

 

This proxy statement/prospectus provides shareholders of Artius with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Artius. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 52 of this proxy statement/prospectus.

We are not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this proxy statement/prospectus does not constitute an offer to members of the public of our issued share capital, whether by way of sale or subscription, in the Cayman Islands. Our issued share capital has not been offered or sold, will not be offered or sold and no invitation to subscribe for our common shares will be made, directly or indirectly, to members of the public in the Cayman Islands.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                 , 2021 and

is first being mailed to Artius’s shareholders on or about                 , 2021.


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LETTERS TO SHAREHOLDERS OF ARTIUS ACQUISITION INC.

Artius Acquisition Inc.

3 Columbus Circle, Suite 2215

New York, NY 10019

(212) 309-7668

Dear Artius Acquisition Inc. Shareholder:

We cordially invite you to attend the extraordinary general meeting (the “Special Meeting”) in lieu of the 2021 general annual meeting of the shareholders of Artius Acquisition Inc., a Cayman Islands exempted company (“Artius,” “we,” “us,” or “our”), which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, located at One Liberty Plaza, New York, NY 10006 and virtually via live webcast at https://www.cstproxy.com/artiusacquisition/sm2021, on June 23, 2021, at 10:00 a.m. Eastern Time. The Special Meeting can be accessed by attending the offices of Cleary Gottlieb Steen & Hamilton LLP or visiting https://www.cstproxy.com/artiusacquisition/sm2021, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to only listen to the Special Meeting by dialing 1 888-965-8995 (toll-free within the U.S. and Canada) or +1 415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 17946965#, but please note that you cannot vote during the meeting or ask questions if you choose to participate telephonically.

On February 16, 2021, Artius, Zero Carbon Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Artius (“Merger Sub”), and Micromidas, Inc., a Delaware corporation doing business as Origin Materials (“Origin”), entered into an Agreement and Plan of Merger and Reorganization (as amended by the letter agreement dated March 5, 2021, and as further amended or modified from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into Origin, with Origin continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the Merger, each share of the capital stock of Origin (the “Origin Capital Stock”) will be cancelled and converted into the right to receive the merger consideration in accordance with the terms of the Merger Agreement, and Artius will thereafter own 100% of the outstanding capital stock of Origin as the surviving corporation of the Merger. Following the closing of the Business Combination, the Combined Company will own, directly or indirectly, all of the issued and outstanding equity interests in the Surviving Corporation and its subsidiaries, and the stockholders of Origin as of immediately prior to the effective time of the Merger (the “Origin Stockholders”) will hold a portion of our common stock, par value $0.0001 per share (the “Combined Company Common Stock”). You are being asked to vote on the Business Combination.

Subject to the terms of the Merger Agreement, the aggregate merger consideration to be paid in connection with the Business Combination is expected to comprise of (i) 78,213,000 shares of Combined Company Common Stock (based on assumed value of $10.00 per share) with a value equal to approximately $782 million and (ii) additional consideration of up to 25 million shares of Combined Company Common Stock, which shall be payable in three equal installments of 8.333 million shares of Combined Company Common Stock if the price per share reaches a $15 per share threshold during the 3-year period after the closing of the Business Combination, a $20 per share threshold during the 4-year period after the closing of the Business Combination, and a $25 per share threshold during the 5-year period after the closing of the Business Combination. Each threshold is met if the volume weighted average sale price of one share of Combined Company Common Stock equals or exceeds the threshold price for ten consecutive days during the specific period. The number of Combined Company Common Stock to be issued to Origin Stockholders will be reduced (dollar for dollar based on a $10 per share price) if Origin’s net debt at the closing of the Business Combination is greater than $15.3 million and/or if Origin’s expenses in connection with the Business Combination exceed $17.5 million, and will not be subject to adjustments based on Origin’s working capital at the closing of the Business Combination.

As a condition to closing the Business Combination (the “Closing”), the board of directors of Artius has unanimously approved a change of Artius’s jurisdiction of incorporation by deregistering as an exempted


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company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). As used herein, the “Combined Company” refers to Artius as a Delaware corporation by way of continuation following the Domestication and the Business Combination, which, in connection with the Domestication, will change its corporate name to “Origin Materials, Inc.”

At the effective time of the Domestication, (i) the issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Artius (the “Artius Class A Ordinary Shares”) will convert automatically by operation of law, on a one-for-one basis, into shares of Class A common stock of Artius (the “Artius Class A Common Stock”); (ii) the issued and outstanding redeemable warrants that were registered pursuant to the IPO Registration Statement will automatically become redeemable warrants to acquire shares of Artius Class A Common Stock (no other changes will be made to the terms of any issued and outstanding public warrants as a result of the Domestication); (iii) each issued and outstanding unit of Artius that has not been previously separated into the underlying Artius Class A Ordinary Share and underlying warrant upon the request of the holder thereof, will automatically entitle the holder thereof to one share of Artius Class A Common Stock and one-third of one redeemable warrant to acquire one share of Artius Class A Common Stock; (iv) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of Artius (the “Artius Class B Ordinary Shares”) will convert automatically by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections, into shares of Artius Class B Common Stock (the “Artius Class B Common Stock”); and (v) the issued and outstanding warrants of Artius issued in a private placement will automatically become warrants to acquire shares of Artius Class A Common Stock. Upon completion of the Business Combination, the outstanding shares of Artius Class A Common Stock and Class B Common Stock will become shares of Combined Company Common Stock and the warrants to acquire shares of Artius Class A Common Stock will become warrants to acquire Combined Company Common Stock. Four and one half million shares of the Sponsor’s Combined Company Common Stock will be subject to the certain restrictions as more fully described in this proxy statement/prospectus.

At the Special Meeting, our shareholders will be asked to consider and vote upon a proposal by special resolution to effect the Domestication (the “Domestication Proposal” or “Proposal No. 1”) and a proposal to approve the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the Business Combination (the “Transaction Proposal” or “Proposal No. 2”). In addition, you are being asked to consider and vote upon: (i) a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Artius’s issued and outstanding Common Stock in connection with the Business Combination (the “Issuance Proposal” or “Proposal No. 3”); (ii) a proposal to approve and adopt the proposed Interim Certificate of Incorporation (as defined below), to be in effect as of the Domestication and prior to the Effective Time, and the Bylaws of Artius, to be in effect as of the Domestication in the form attached hereto as Annex C and Annex D, respectively (the “Interim Charter Proposal” or “Proposal No. 4”); (iii) a proposal to approve and adopt the proposed Certificate of Incorporation (as defined below), to be in effect at the Effective Time (as defined below) in the form attached hereto as Annex E (the “Charter Proposal” or “Proposal No. 5”); (iv) eight separate proposals with respect to certain material differences between Artius’s existing amended and restated memorandum and articles of association (“Existing Organizational Documents”) and the proposed Interim Certificate of Incorporation (the “Interim Certificate of Incorporation”), the proposed Certificate of Incorporation (the “Certificate of Incorporation”) and the proposed Bylaws (the “Bylaws”) (the “Organizational Documents Proposals” or “Proposal No. 6”), which will be voted upon on a non-binding advisory basis; (v) a proposal to approve the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) including the authorization of the initial share reserve under the 2021 Equity Incentive Plan, in the form attached hereto as Annex H (the “Equity Incentive Plan Proposal” or “Proposal No. 7”); (vi) a proposal to approve the employee stock purchase plan (the “ESPP”) that provides for the ability to grant stock purchase rights with respect to Combined Company Common Stock to employees of the Combined Company and its subsidiaries (the “ESPP Proposal” or “Proposal No. 8”); (vii) a proposal to elect nine directors to serve staggered terms on the board of directors of the Combined Company until the first, second and third annual meeting of stockholders following the date of the filing of the Certificate of Incorporation, as applicable, and until their respective successors are duly elected and qualified (the “Director Election Proposal” or “Proposal No. 9”); and (viii) a proposal to allow the chairperson of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies


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if there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal but no other proposal if the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal (together, the “Required Proposals”) are approved (the “Adjournment Proposal” or “Proposal No. 10”).

Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully.

Our Public Shares, Public Units and Public Warrants are currently listed on the Nasdaq under the symbols “AACQ,” “AACQU” and “AACQW,” respectively. Artius will apply for listing, to be effective at the time of the Business Combination, of the Combined Company Common Stock and Common Stock Public Warrants on the Nasdaq under the symbols “ORGN” and “ORGNW,” respectively.

Pursuant to Artius’s amended and restated memorandum and articles of association (the “A&R Memorandum and Articles”) and the Investment Management Trust Agreement, dated as of July 13, 2020, by and between Artius and Continental Stock Transfer & Trust Company (the “Trust Agreement”), we are providing our Public Shareholders with the opportunity to redeem, upon the closing of the Business Combination, Artius Class A Ordinary Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds of the Artius IPO (including interest not previously released to Artius to pay its taxes). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the Deferred Discount (as defined below) that we will pay to the underwriters of the Artius IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the balance of the Trust Account of $724,779,404 as of March 31, 2021, the estimated per share redemption price would have been approximately $10.00. Public Shareholders may elect to redeem their shares even if they vote for the Business Combination. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Artius Class A Ordinary Shares included in the Public Units sold in the Artius IPO. We refer to this as the “15% threshold.” We have no specified maximum redemption threshold under our A&R Memorandum and Articles, other than the aforementioned 15% threshold. Each redemption of Artius Class A Ordinary Shares by our Public Shareholders will reduce the amount in the Trust Account. In no event will we redeem our Artius Class A Ordinary Shares in an amount that would result in Artius’s failure to have at least $5,000,001 of net tangible assets. Holders of our outstanding Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of our Public Shareholders exercise their redemption rights with respect to their Artius Class A Ordinary Shares. Our Sponsor and current independent directors (collectively, our “Initial Stockholders”), as well as our officers and other current directors, have agreed to waive their redemption rights with respect to their Artius Ordinary Shares in connection with the consummation of the Business Combination, and the Founder Shares (as defined below) will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of our Artius Ordinary Shares they may hold in connection with the consummation of the Business Combination. Currently, our Initial Stockholders own 20% of our issued and outstanding shares of common stock, including all of the Founder Shares. Our Initial Stockholders have agreed to vote any Artius Ordinary Shares (as defined below) owned by them in favor of the Business Combination. The Founder Shares are subject to transfer restrictions.

We are providing this proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Special Meeting (including following any adjournments of the Special Meeting). Information about the Special Meeting, the Business Combination and other related business to be considered by our shareholders at the Special Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Special Meeting in person or via the virtual


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meeting platform, we urge all our shareholders to read this proxy statement/prospectus, including the Annexes and the accompanying financial statements of Artius and Origin, carefully and in their entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” beginning on page 52 of this proxy statement/prospectus.

After careful consideration, our Board has unanimously approved the Merger Agreement and the transactions contemplated therein, and unanimously recommends that our shareholders vote “FOR” the approval of the Merger Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to our shareholders in the accompanying proxy statement/prospectus. When you consider our Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination—Interests of Certain Persons in the Business Combination—Interests of the Artius Initial Stockholders and Artius’s Other Current Officers and Directors” for additional information.

Approval of each of the Proposals, with the exception of the Domestication Proposal, the Interim Charter Proposal and the Charter Proposal, requires the affirmative vote of a majority of the votes cast by holders of our outstanding ordinary shares represented in person or by proxy at the Special Meeting or via the virtual meeting platform and entitled to vote at the Special Meeting. Approval of each of the Domestication Proposal, the Interim Charter Proposal and the Charter Proposal requires the affirmative vote of the holders of at least two-thirds of the votes cast by holders of our outstanding ordinary shares represented in person or by proxy at the Special Meeting or via the virtual meeting platform and entitled to vote at the Special Meeting.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. Unless waived by the parties to the Merger Agreement, the closing of the Business Combination is conditioned upon the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal. If we fail to obtain the requisite shareholder approval for any of these proposals, we will not satisfy the conditions to closing of the Merger Agreement and we may be prevented from closing the Business Combination. Each of the proposals is conditioned on the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal, other than the Organizational Documents Proposals and the Adjournment Proposal, which are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person or via the virtual meeting platform, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a shareholder of record and you attend the Special Meeting and wish to vote in person or via the virtual meeting platform, you may withdraw your proxy and vote in person at the Special Meeting or via the virtual meeting platform.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT ARTIUS REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ARTIUS’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE


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SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our Board, I would like to thank you for your support of Artius Acquisition Inc. and look forward to a successful completion of the Business Combination.

 

Sincerely,
 

 

Boon Sim
Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)


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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                 , 2021, and is expected to be first mailed or otherwise delivered to Artius shareholders on or about                 , 2021.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Artius or Origin. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Artius or Origin since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statement and other information with the SEC required by the Exchange Act. Our public filings are available to the public from the SEC’s website at www.sec.gov. You may request a copy of our filings with the SEC (excluding exhibits) at no cost by contacting us at the address and/or telephone number below.

If you would like additional copies of this proxy statement/prospectus or our other filings with the SEC (excluding exhibits) or if you have questions about the Business Combination or the proposals to be presented at the Special Meeting, you should contact us at the following address and telephone number:

Artius Acquisition Inc.

3 Columbus Circle, Suite 2215

New York, NY 10019

(212) 309-7668

Email: info@artiuscapital.com

You may also obtain additional copies of this proxy statement/prospectus by requesting them in writing or by telephone from our proxy solicitation agent at the following address and telephone number:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and Brokers call (203) 658-9400

Email: AACQ.info@investor.morrowsodali.com

You will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.


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If you are an Artius shareholder and would like to request documents, please do so by June 16, 2021, or five business days prior to the Special Meeting, in order to receive them before the Special Meeting. If you request any documents from us, such documents will be mailed to you by first class mail, or another equally prompt means.

This proxy statement/prospectus is part of a registration statement and constitutes a prospectus of Artius in addition to being a proxy statement of Artius for the Special Meeting. As allowed by SEC rules, this proxy statement/prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. Information and statements contained in this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other document included as an Annex to this proxy statement/prospectus.

All information contained in this proxy statement/prospectus relating to Artius has been supplied by Artius, and all such information relating to Origin has been supplied by Origin. Information provided by either Artius or Origin does not constitute any representation, estimate or projection of any other party. This document is a proxy statement of Artius for the Special Meeting. Artius has not authorized anyone to give any information or make any representation about the Business Combination or the parties thereto, including Artius, which is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus, unless the information specifically indicates that another date applies.


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NOTICE OF THE SPECIAL MEETING OF ARTIUS ACQUISITION INC. IN LIEU OF THE 2021 ANNUAL GENERAL MEETING OF ARTIUS ACQUISITION INC.

TO BE HELD JUNE 23, 2021

To the Shareholders of Artius Acquisition Inc.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) in lieu of the 2021 annual meeting of the shareholders of Artius Acquisition Inc., a Cayman Islands exempted company (“Artius,” “we,” “us,” or “our” and, after the Domestication and the consummation of the Business Combination as described below, the “Combined Company”), which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, located at One Liberty Plaza, New York, NY 10006 and virtually via live webcast at https://www.cstproxy.com/artiusacquisition/sm2021, on June 23, 2021, at 10:00 a.m. Eastern Time. The Special Meeting can be accessed by attending the offices of Cleary Gottlieb Steen & Hamilton LLP or visiting https://www.cstproxy.com/artiusacquisition/sm2021, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen only to the Special Meeting by dialing 1 888-965-8995 (toll-free within the U.S. and Canada) or +1 415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 17946965#, but please note that you cannot vote during the meeting or ask questions if you choose to participate telephonically. You are cordially invited to attend the Special Meeting to conduct the following items of business:

 

  1.

Domestication Proposal—To consider and vote upon a proposal by special resolution to change the corporate structure and domicile of Artius by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected prior to the closing of the Business Combination (the “Closing”) by Artius (i) filing a Certificate of Domestication and the Interim Certificate of Incorporation (as defined below) with the Delaware Secretary of State, in each case, in accordance with the provisions thereof and the General Corporation Law of the State of Delaware (the “DGCL”), (ii) completing, making and procuring all filings required to be made with the Registrar of Companies of the Cayman Islands under the Cayman Islands Companies Act (As Revised), (iii) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman Islands, and (iv) completing and making all filings required to be made with the Securities and Exchange Commission (the “SEC”) and the Nasdaq to list the Combined Company Common Stock on the Nasdaq. Upon the effectiveness of the Domestication, Artius will become a Delaware corporation and will change its corporate name to “Origin Materials, Inc.” and all outstanding securities of Artius will convert to outstanding securities of the continuing Delaware corporation, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal”. The forms of the proposed Delaware Interim Certificate of Incorporation and the proposed Bylaws of Artius to become effective upon the Domestication, are attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively (Proposal No. 1);

 

  2.

Transaction Proposal—To consider and vote upon a proposal to approve the Agreement and Plan of Merger and Reorganization, dated as of February 16, 2021 (as amended by the letter agreement dated March 5, 2021, and as further amended or modified from time to time, the “Merger Agreement”), by and among Artius, Zero Carbon Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Artius (“Merger Sub”), and Micromidas, Inc., a Delaware corporation doing business as Origin Materials (“Origin”), a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including, among other things, the merger of Merger Sub with and into Origin, with Origin continuing as the Surviving Corporation (together with the Merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”) (Proposal No. 2);

 

  3.

Issuance Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Artius’s issued and outstanding shares of Common Stock in connection with the Business Combination (Proposal No. 3);

 

  4.

Interim Charter Proposal—To consider and vote upon a proposal to approve and adopt the proposed Interim Certificate of Incorporation to be in effect as of the Domestication and prior to the Effective


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  Time, and the Bylaws of Artius to be in effect as of the Domestication, in the form attached hereto as Annex C and Annex D, respectively (Proposal No. 4);

 

  5.

Charter Proposal—To consider and act upon a proposal to approve and adopt the proposed Certificate of Incorporation, to be in effect at the Effective Time, in the form attached hereto as Annex E (Proposal No. 5);

 

  6.

Organizational Documents Proposals—To consider and act upon, on a non-binding advisory basis, eight separate proposals with respect to certain material differences between the Existing Organizational Documents and the proposed Interim Certificate of Incorporation, Certificate of Incorporation and Bylaws (Proposal No. 6);

 

  7.

Equity Incentive Plan Proposal—To consider and vote upon a proposal to approve the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) including the authorization of the initial share reserve under the 2021 Equity Incentive Plan, in the form attached hereto as Annex H (Proposal No. 7);

 

  8.

ESPP Proposal—To consider and vote upon a proposal to approve the employee stock purchase plan (the “ESPP”) that provides for the ability to grant stock purchase rights with respect to Combined Company Common Stock to employees of the Combined Company and its subsidiaries, in the form attached hereto as Annex I (Proposal No. 8);

 

  9.

Director Election Proposal—To consider and vote upon a proposal to elect nine directors to serve staggered terms on the board of directors of the Combined Company until the first, second and third annual meeting of stockholders following the date of the filing of the Certificate of Incorporation, as applicable, and until their respective successors are duly elected and qualified (Proposal No. 9); and

 

  10.

Adjournment Proposal—To consider and vote upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal but no other proposal if the Required Proposals (as defined below) are approved (Proposal No. 10).

The Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, Equity Incentive Plan Proposal, the ESPP Proposal and Director Election Proposal are all conditioned on the approval of the Transaction Proposal. If the Interim Charter and Charter Proposals are approved, each of the Interim Certificate of Incorporation, the Certificate of Incorporation and the Bylaws (as defined below) will be approved and adopted in their entirety. The Organizational Documents Proposals and the Adjournment Proposal do not require the approval of the Transaction Proposal and Business Combination to be effective. It is important for you to note that in the event the Transaction Proposal is not approved, we will not consummate the Business Combination.

Our Initial Stockholders have agreed to vote any Artius Ordinary Shares owned by them in favor of the Business Combination. The record date for the Special Meeting is May 19, 2021. Only shareholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our shareholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Special Meeting.

We urge you to read carefully this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of Artius and Origin. If you have any questions or need assistance voting your shares, please call our proxy solicitor Morrow Sodali LLC at (800) 662-5200. Banks and brokerage firms can call Morrow Sodali LLC at (203) 658-9400.

 

By Order of the Board of Directors
Boon Sim
Chief Executive Officer and Chief Financial Officer
New York, New York
                , 2021


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TABLE OF CONTENTS

 

FREQUENTLY USED TERMS

     1  

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

     7  

QUESTIONS AND ANSWERS

     8  

SUMMARY

     28  

RISK FACTORS

     52  

GENERAL INFORMATION

     94  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     95  

SPECIAL MEETING OF THE SHAREHOLDERS OF ARTIUS IN LIEU OF THE 2021 ANNUAL MEETING OF ARTIUS SHAREHOLDERS

     97  

THE BUSINESS COMBINATION

     107  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     120  

THE MERGER AGREEMENT AND RELATED AGREEMENTS

     131  

REGULATORY APPROVALS RELATED TO THE BUSINESS COMBINATION

     149  

SELECTED HISTORICAL FINANCIAL DATA OF ARTIUS

     150  

SELECTED HISTORICAL FINANCIAL DATA OF ORIGIN

     152  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     153  

COMPARATIVE SHARE INFORMATION

     166  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

     168  

INFORMATION ABOUT ARTIUS

     169  

MANAGEMENT OF ARTIUS

     172  

ARTIUS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     180  

INFORMATION ABOUT ORIGIN

     185  

MANAGEMENT OF ORIGIN

     198  

ORIGIN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     208  

MANAGEMENT OF THE COMBINED COMPANY

     221  

DESCRIPTION OF SECURITIES

     229  

COMPARISON OF STOCKHOLDER RIGHTS

     242  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     249  

BENEFICIAL OWNERSHIP OF SECURITIES

     255  

PRICE RANGE OF SECURITIES AND DIVIDENDS

     258  

PROPOSAL NO. 1—THE DOMESTICATION PROPOSAL

     259  

PROPOSAL NO. 2—THE TRANSACTION PROPOSAL

     273  

PROPOSAL NO. 3—THE ISSUANCE PROPOSAL

     275  

PROPOSAL NO. 4—THE INTERIM CHARTER PROPOSAL

     277  

PROPOSAL NO. 5—THE CHARTER PROPOSAL

     278  

PROPOSAL NO. 6—THE ORGANIZATIONAL DOCUMENTS PROPOSALS

     279  

PROPOSAL NO. 7—THE EQUITY INCENTIVE PLAN PROPOSAL

     283  

PROPOSAL NO. 8—THE ESPP PROPOSAL

     291  

PROPOSAL NO. 9—THE DIRECTOR ELECTION PROPOSAL

     295  

PROPOSAL NO. 10—THE ADJOURNMENT PROPOSAL

     298  

ACCOUNTING TREATMENT

     299  

LEGAL MATTERS

     299  

EXPERTS

     299  

APPRAISAL RIGHTS

     299  

HOUSEHOLDING INFORMATION

     299  

TRANSFER AGENT AND REGISTRAR

     300  

FUTURE STOCKHOLDER PROPOSALS

     300  

INDEX TO CONSOLIDATED FINANCIAL INFORMATION

     F-1  

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

     II-1  

EXHIBIT INDEX

     II-4  

SIGNATURES

     II-8  

POWER OF ATTORNEY

     II-8  


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ANNEXES

  

Annex A—

 

Agreement and Plan of Merger and Reorganization

     A-1  

Annex B—

 

Letter Agreement Dated March 5, 2021

     B-1  

Annex C—

 

Interim Certificate of Incorporation of Artius

     C-1  

Annex D—

 

Bylaws of Artius and the Combined Company

     D-1  

Annex E—

 

Certificate of Incorporation of the Combined Company

     E-1  

Annex F—

 

Origin 2010 Stock Incentive Plan

     F-1  

Annex G—

 

Origin 2020 Equity Incentive Plan

     G-1  

Annex H—

 

Origin 2021 Equity Incentive Plan

     H-1  

Annex I—

 

Origin 2021 Employee Stock Purchase Plan

     I-1  

Annex J—

 

Sponsor Letter Agreement

     J-1  

Annex K—

 

Stockholder Support Agreement

     K-1  

Annex L—

 

Lock-Up Agreement

     L-1  

Annex M—

 

Form of Investor Rights Agreement

     M-1  

Annex N—

 

Artius Amended and Restated Memorandum and Articles of Association

     N-1  


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FREQUENTLY USED TERMS

In this proxy statement/prospectus:

2010 Plan” means the Micromidas, Inc. 2010 Stock Incentive Plan, adopted on March 30, 2010, a copy of which is attached hereto as Annex F.

2020 Plan” means the Micromidas, Inc. 2020 Equity Incentive Plan, adopted on October 7, 2020.

2021 Equity Incentive Plan” means the Origin Materials, Inc. 2021 Equity Incentive Plan, which will become effective on the consummation of the Business Combination, a copy of which is attached hereto as Annex H.

Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for the approval of one or more proposals at the Special Meeting.

Aggregate Company Stock Consideration” means 78,213,000 shares of Combined Company Common Stock (deemed to have a value of $10.00 per share), which is subject to certain downward adjustments pursuant to the Merger Agreement.

Antitrust Division” means the Antitrust Division of the U.S. Department of Justice.

Artius” means Artius Acquisition Inc. (which will be re-named “Origin Materials, Inc.” in connection with the Domestication).

Artius Class A Common Stock” means, following the Domestication and the effectiveness of the Interim Certificate of Incorporation and prior to the effectiveness of the Certificate of Incorporation, the Class A common stock of Artius, par value $0.0001 per share, to be authorized pursuant to the proposed Interim Certificate of Incorporation.

Artius Class A Ordinary Shares” means, prior to the Domestication, the Class A ordinary shares of Artius, par value $0.0001 per share.

Artius Class B Common Stock” means, following the Domestication and the effectiveness of the Interim Certificate of Incorporation and prior to the effectiveness of the Certificate of Incorporation, the Class B common stock of Artius, par value $0.0001 per share, to be authorized pursuant to the Interim Certificate of Incorporation.

Artius Class B Ordinary Shares” means, prior to the Domestication, the Class B ordinary shares of Artius, par value $0.0001 per share.

Artius Common Stock” means, following the Domestication and the effectiveness of the Interim Certificate of Incorporation and prior to the adoption of the Certificate of Incorporation, the Artius Class A Common Stock and the Artius Class B Common Stock, and additionally, solely as used in the “Material U.S. Federal Income Tax Considerations” section and as otherwise specified herein, the common stock of the Combined Company following the Business Combination.

Artius Executives” means Charles Drucker and Boon Sim.

Artius Governing Documents” means, prior to the Domestication, the A&R Memorandum and Articles, and following the Domestication, the Interim Certificate of Incorporation, the Certificate of Incorporation and the Bylaws, as applicable.

Artius Independent Directors” means Karen Richardson, Kevin Costello and Steven W. Alesio.

 

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Artius IPO” means Artius’s initial public offering, consummated on July 16, 2020, through the sale of 72,450,000 Public Units (including 9,450,000 Public Units sold pursuant to the underwriters’ full exercise of their over-allotment option) at $10.00 per Public Unit.

A&R Memorandum and Articles” means Artius’s Amended and Restated Memorandum and Articles of Association adopted by special resolution, dated July 13, 2020.

Artius Ordinary Shares” means, prior to the Domestication, the Artius Class A Ordinary Shares and Artius Class B Ordinary Shares.

Artius Private Warrants” means the private placement warrants of Artius.

Artius Public Warrant” means the public warrants of Artius.

Artius Warrants” means the Artius Public Warrants and the Artius Private Warrants.

Board” means the board of directors of Artius.

Business Combination” means the transactions contemplated by the Merger Agreement, including, among other things, the Merger.

Bylaws” means the proposed bylaws of Artius following the Domestication and the bylaws of the Combined Company at the Effective Time, a form of which is attached to this proxy statement/prospectus as Annex D.

Carbon negative” means removing or sequestering more carbon from the atmosphere than is emitted and “carbon negative materials” refers to materials that are produced through a carbon negative manufacturing process.

Carbon neutral” means removing or sequestering the same amount of carbon from the atmosphere as is emitted.

Cayman Islands Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands.

Certificate of Incorporation” means the proposed certificate of incorporation of the Combined Company to be in effect at the Effective Time, a form of which is attached to this proxy statement/prospectus as Annex E.

Charter Proposal” means the proposal to be considered at the Special Meeting to approve and adopt the proposed Certificate of Incorporation, to be in effect at the Effective Time, in the form attached hereto as Annex E.

Code” means the U.S. Internal Revenue Code of 1986, as amended.

Combined Company” means Origin Materials, Inc. following the Business Combination.

Combined Company Common Stock” means the common stock of the Combined Company, following the Business Combination.

Common Stock Public Warrants” means the warrants exercisable for (i) shares of Artius Common Stock following the Domestication and the effectiveness of the Interim Certificate of Incorporation and prior to the Effective Time and the adoption of the Certificate of Incorporation and (ii) shares of Combined Company Common Stock following the Effective Time and the adoption of the Certificate of Incorporation.

Company Warrant Agreement” means the Private Placement Warrants Purchase Agreement, dated July 13, 2020, by and among the Sponsor and Artius.

Continental Warrant Agreement” means the warrant agreement between Artius and Continental Stock Transfer & Trust Company, dated July 13, 2020.

Court of Chancery” means the Court of Chancery of the State of Delaware.

 

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Deferred Discount” means deferred underwriting commissions of $25,357,500 in the aggregate, which will be payable upon consummation of an initial business combination.

DGCL” means the General Corporation Law of the State of Delaware.

Director Election Proposal” means the proposal to be considered at the Special Meeting to elect nine directors to serve staggered terms on the board of directors of the Combined Company until the first, second and third annual meeting of stockholders following the date of the filing of the Certificate of Incorporation, as applicable, and until their respective successors are duly elected and qualified.

Domesticated Entity” means Artius following the Domestication and prior to the Effective Time.

Domestication” means the continuation of Artius by way of domestication of Artius into a Delaware corporation, with the ordinary shares of Artius becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act (As Revised) and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Interim Certificate of Incorporation (as attached hereto as Annex C) consistent with the DGCL and changing the name and registered office of Artius.

Domestication Proposal” means the proposal to be considered at the Special Meeting to approve the Domestication.

Equity Incentive Plan Proposal” means the proposal to be considered at the Special Meeting to approve the 2021 Equity Incentive Plan including the authorization of the initial share reserve under the 2021 Equity Incentive Plan, in the form attached hereto as Annex H.

Equity Incentive Plans” means the 2010 Plan and the 2020 Plan.

ESPP” means the employee stock purchase plan mutually agreed by Artius and Origin, that provides for the ability to grant stock purchase rights with respect to Combined Company Common Stock to employees of the Combined Company and its subsidiaries, a copy of which is attached hereto as Annex I.

ESPP Proposal” means the proposal to be considered at the Special Meeting to approve the ESPP that provides for the ability to grant stock purchase rights with respect to Combined Company Common Stock to employees of the Combined Company and its subsidiaries in the form attached hereto as Annex I.

Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

FINRA” means the Financial Industry Regulatory Authority.

Former Employee Option” means each Origin Stock Option held by a former employer or service provider of Origin.

Founder Shares” means, prior to the Domestication, the 18,112,500 Artius Class B Ordinary Shares owned by the Sponsor, and following the Domestication and the consummation of the Business Combination, the shares of Artius Common Stock and Combined Company Common Stock, as applicable, owned by the Sponsor.

FTC” means the U.S. Federal Trade Commission.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

 

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initial business combination” means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Artius and one or more businesses.

Initial Stockholders” means each of the Sponsor and the Artius Executives.

Interim Certificate of Incorporation” means the proposed certificate of incorporation of Artius following the Domestication and prior to the Effective Time, a form of which is attached to this proxy statement/prospectus as Annex C.

Interim Charter Proposal” means the proposal to be considered at the Special Meeting to approve and adopt the proposed Interim Certificate of Incorporation to be in effect as of the Domestication and prior to the Effective Time, and the Bylaws to be in effect as of the Domestication, in the form attached hereto as Annex C and Annex D, respectively.

Investment Company Act” means the Investment Company Act of 1940, as amended.

Investor Rights Agreement” means the Investor Rights Agreements to be entered into by and among Artius, the Sponsor and certain existing equityholders of Origin, pursuant to which the Sponsor and signatory stockholders of Origin and their permitted transferees will be entitled to, among other things, customary registration rights.

IPO Closing Date” means July 16, 2020.

IRS” means the U.S. Internal Revenue Service.

Issuance Proposal” means the proposal to be considered at the Special Meeting to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Artius’s issued and outstanding shares of Common Stock in connection with the Business Combination.

JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

Lock-Up Agreement” means the Lock-Up Agreement, dated February 16, 2021, by and among the Sponsor (as defined below), certain executive officers and directors of Origin and certain existing equityholders of Origin, restricting, among other things, the transfer of Artius securities held by such contracting parties immediately following the Closing.

Merger” means the merger of Merger Sub with and into Origin, with Origin continuing as the Surviving Corporation.

Merger Agreement” means the Agreement and Plan of Merger and Reorganization, dated as of February 16, 2021 (as amended by the letter agreement dated March 5, 2021, as it may be further amended from time to time), by and among Artius, Merger Sub and Origin, which is attached hereto as Annex A, with such letter agreement dated March 5, 2021 attached hereto as Annex B.

Merger Sub” means Zero Carbon Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Artius.

Nasdaq” means The Nasdaq Stock Market LLC.

Net zero” means removing or sequestering the same amount of carbon from the atmosphere as is emitted.

Note” means the promissory note issued to our Sponsor as consideration for a loan in an aggregate of up to $300,000 to cover expenses related to the Artius IPO.

 

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Organizational Documents Proposals” means, collectively, the proposals to be considered at the Special Meeting to approve, on a non-binding advisory basis, certain elements of the proposed Interim Certificate of Incorporation, Certificate of Incorporation and Bylaws of Artius and Combined Company, as applicable, as outlined in Proposal No. 6 of this proxy statement/prospectus.

Origin” means Micromidas, Inc., a Delaware corporation doing business as Origin Materials, and, unless the context otherwise requires, its consolidated subsidiaries.

Origin Capital Stock” means the Origin Common Stock and the Origin Preferred Stock.

Origin Common Stock” means the shares of common stock, par value $0.0001 per share, of Origin.

Origin Equityholders” means the stockholders of Origin and the holders of other equity interests in Origin (including Origin Stock Options and Origin Warrants).

Origin Preferred Stock” means the (a) Origin Series A Preferred Stock, (b) Origin Series B Preferred Stock, and (c) Origin Series C Preferred Stock.

Origin Series A Preferred Stock” means the shares of the Series A Preferred Stock, par value $0.0001 per share, of Origin.

Origin Series B Preferred Stock” means the shares of the Series B Preferred Stock, par value $0.0001 per share, of Origin.

Origin Series C Preferred Stock” means the shares of the Series C Preferred Stock, par value $0.0001 per share, of Origin.

Origin Stock Adjusted Fully Diluted Shares” means the sum of (a) the aggregate number of shares of capital stock of Origin outstanding (on an as-converted into Origin Capital Stock basis) as of immediately prior to the effective time of the Merger and (b) the aggregate number of shares of Origin Capital Stock issuable upon exercise of all Origin Stock Options and Origin Warrants, whether vested or unvested, outstanding as of immediately prior to the effective time of the Merger.

Origin Stock Option” means each option to purchase Origin Common Stock issued and outstanding under the Equity Incentive Plans.

Origin Warrant” means a Series A Warrant or Series B Warrant issued pursuant to the Origin Warrant Agreement and outstanding immediately prior to the Effective Time.

PIPE Investment” means the sale by Artius to the PIPE Investors an aggregate number of shares of Combined Company Common Stock in exchange for an aggregate purchase price of $200.0 million.

PIPE Investors” means persons that have entered into subscription agreements to purchase for cash shares of Combined Company Common Stock pursuant to the PIPE Investment on or prior to the date of the Merger Agreement.

Preferred Stock” means the preferred stock, par value of $0.0001 per share, of Artius, and following the Business Combination, of the Combined Company.

Private Placement” means the private placement of the Private Warrants.

Private Warrants” means the warrants held by our Sponsor that were issued to our Sponsor on the IPO Closing Date, each of which is exercisable, at an exercise price of $11.50, for one Class A ordinary share of Artius, in accordance with its terms.

 

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Public Shares” means one Class A ordinary share of Artius, included in the Public Units issued in the Artius IPO.

Public Shareholders” means holders of Public Shares, including our Initial Stockholders to the extent our Initial Stockholders hold Public Shares; provided, that our Initial Stockholders are considered a “Public Shareholder” only with respect to any Public Shares held by them.

Public Units” means one Class A ordinary share of Artius and one-third of one Public Warrant, whereby each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share of Artius at an exercise price of $11.50 per share of Class A ordinary share of Artius, sold in the Artius IPO.

Public Warrants” means the warrants included in the Public Units issued in the Artius IPO, each of which is exercisable, at an exercise price of $11.50, for one Class A ordinary share of Artius, in accordance with its terms.

Registration Rights Holders” means the Sponsor, Artius’s independent directors and the Origin Equityholders.

Related Agreements” means, collectively, the Sponsor Letter Agreement, the Stockholder Support Agreement, the Lock-Up Agreement, the Investor Rights Agreement, the Interim Certificate of Incorporation, the Certificate of Incorporation and the Bylaws.

Required Proposals” means, collectively, the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal.

Rollover Options” means the options to acquire Combined Company Common Stock resulting from the automatic conversion at the Effective Time of each Origin Stock Option that is outstanding and unexercised as of immediately prior to the Effective Time (other than Former Employee Options) into an option to acquire Combined Company Common Stock at an adjusted exercise price per share, subject to the terms and conditions as were applicable to the corresponding Origin Stock Option immediately prior to the effective time of the Merger, including applicable vesting conditions, except to the extent such terms or conditions are rendered inoperative by the Business Combination.

Rule 144” means Rule 144 of the Securities Act.

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

SEC” means the United States Securities and Exchange Commission.

Second Request” means a request for additional information or documentary material issued by the Antitrust Division or the FTC, which will extend the initial waiting period under the HSR Act until 30 days after each of the parties has substantially complied with the Second Request.

Section 203” means Section 203 of the DGCL.

Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Special Meeting” means the special meeting of Artius shareholders in lieu of the 2021 annual meeting of the Artius shareholders that is the subject of this proxy statement/prospectus.

Sponsor” means Artius Acquisition Partners LLC.

 

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Sponsor Letter Agreement” means a letter agreement, dated February 16, 2021, by and between Artius and the Sponsor, substantially in the form attached hereto Annex J, pursuant to which the Sponsor has agreed to (i) vote in favor of the Artius Stockholder Voting Matters (as defined in the Sponsor Letter Agreement), (ii) be bound by certain restrictions on the Sponsor Vesting Shares (as defined in the Merger Agreement) and (iii) pay any excess of Artius Transaction Expenses (as defined in the Merger Agreement) over the Artius Transaction Expense Cap (as defined in the Sponsor Letter Agreement).

Sponsor Vesting Shares” means the Artius Class B Ordinary Shares (and following the consummation of the Business Combination, the shares of Combined Company Common Stock) that are subject to restrictions under the Sponsor Letter Agreement.

Stockholder Support Agreement” means the Stockholder Support Agreement, dated February 16, 2021, by and among Artius, Origin and certain stockholders of Origin, pursuant to which such Origin stockholders agreed to execute and deliver a written consent with respect to the securities of Origin set forth in the Stockholder Support Agreement adopting the Merger Agreement and approving the Merger as promptly as practicable following the effectiveness of the proxy statement/prospectus relating to the approval by Artius shareholders of the Merger; and in substantially the form attached hereto as Annex K.

Subscription Agreement” means a contract entered into by Artius and a PIPE Investor concurrently with the execution of the Merger Agreement in connection with the PIPE Investment.

Surviving Corporation” means Origin following the consummation of the Merger.

Transaction Proposal” means the proposal to be considered at the Special Meeting to approve the Merger Agreement and the transactions contemplated thereby, including, among other things, the Business Combination.

Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the trust account of Artius that holds the proceeds from the Artius IPO.

Trust Agreement” means the Investment Management Trust Agreement, dated as of July 13, 2020, by and between Artius and Continental Stock Transfer & Trust Company, a New York corporation.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Artius, Origin and Origin’s subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

 

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, located at One Liberty Plaza, New York, NY 10006 and virtually via live webcast at https://www.cstproxy.com/artiusacquisition/sm2021, on June 23, 2021 at 10:00 a.m. Eastern Time. The Special Meeting can be accessed by attending the offices of Cleary Gottlieb Steen & Hamilton LLP or visiting https://www.cstproxy.com/artiusacquisition/sm2021, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen only to the Special Meeting by dialing 1 888-965-8995 (toll-free within the U.S. and Canada) or +1 415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 17946965#, but please note that you cannot vote during the meeting or ask questions if you choose to participate telephonically.

QUESTIONS AND ANSWERS ABOUT ARTIUS’S SPECIAL SHAREHOLDER MEETING AND THE BUSINESS COMBINATION

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

Our shareholders are being asked to consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Business Combination, among other proposals. We have entered into the Merger Agreement, providing for, among other things, the merger of Merger Sub with and into Origin, with Origin continuing as the Surviving Corporation (the “Merger”), and after giving effect to the Merger, becoming a wholly owned subsidiary of Artius. You are being asked to vote on the Business Combination. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

 

Q:

When and where is the Special Meeting?

 

A:

In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Special Meeting will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, located at One Liberty Plaza, New York, NY 10006 and via live webcast at https://www.cstproxy.com/artiusacquisition/sm2021, on June 23, 2021, at 10:00 a.m. Eastern Time. The Special Meeting can be accessed by attending the offices of Cleary Gottlieb Steen & Hamilton LLP or visiting https://www.cstproxy.com/artiusacquisition/sm2021, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen only to the Special Meeting by dialing 1 888-965-8995 (toll-free within the U.S. and Canada) or +1 415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 17946965#, but please note that you cannot vote during the meeting or ask questions if you choose to participate telephonically.

 

Q:

What are the specific proposals on which I am being asked to vote at the Special Meeting?

 

A:

Our shareholders are being asked to approve the following proposals:

 

  1.

Domestication Proposal—To consider and vote upon a proposal by special resolution to change the corporate structure and domicile of Artius by way of continuation from an exempted company



 

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  incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware, to be effected prior to the Closing of the Business Combination (Proposal No. 1);

 

  2.

Transaction Proposal—To consider and vote upon a proposal to approve the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including, among other things, the Business Combination (Proposal No. 2);

 

  3.

Issuance Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Artius’s issued and outstanding shares of Common Stock in connection with the Business Combination (Proposal No. 3);

 

  4.

Interim Charter Proposal—To consider and vote upon a proposal to approve and adopt the proposed Interim Certificate of Incorporation to be in effect as of the Domestication and prior to the Effective Time, and the Bylaws of Artius to be in effect as of the Domestication, in the forms attached hereto as Annex C and Annex D, respectively (Proposal No. 4);

 

  5.

Charter Proposal—To consider and act upon a proposal to approve and adopt the proposed Certificate of Incorporation, to be in effect at the Effective Time, in the form attached hereto as Annex E (Proposal No. 5);

 

  6.

Organizational Documents Proposals—To consider and act upon, on a non-binding advisory basis, eight separate proposals with respect to certain material differences between the Existing Organizational Documents and the proposed Interim Certificate of Incorporation, Certificate of Incorporation and Bylaws (Proposal No. 6);

 

  7.

Equity Incentive Plan Proposal—To consider and vote upon a proposal to approve the 2021 Equity Incentive Plan, including the authorization of the initial share reserve under the 2021 Equity Incentive Plan, in the form attached hereto as Annex H (Proposal No. 7);

 

  8.

ESPP Proposal—To consider and vote upon a proposal to approve the ESPP that provides for the ability to grant stock purchase rights with respect to Combined Company Common Stock to employees of the Combined Company and its subsidiaries, in the form attached hereto as Annex I (Proposal No. 8);

 

  9.

Director Election Proposal—To consider and vote upon a proposal to elect nine directors to serve staggered terms on the board of directors of the Combined Company until the first, second and third annual meeting of stockholders following the date of the filing of the Certificate of Incorporation, as applicable, and until their respective successors are duly elected and qualified (Proposal No. 9); and

 

  10.

Adjournment Proposal—To consider and vote upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal but no other proposal if the Required Proposals are approved (Proposal No. 10).

 

Q:

Are the proposals conditioned on one another?

 

A:

Yes. The Business Combination is conditioned on the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal (together, the “Required Proposals”) at the Special Meeting. If we fail to obtain sufficient votes for the Required Proposals, we will not satisfy the conditions to closing of the Merger Agreement and we may be prevented from closing the



 

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  Business Combination. Each of the proposals is conditioned on the approval of the Required Proposals, other than the Organizational Documents Proposals and the Adjournment Proposal, which are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal do not receive the requisite vote for approval, we will not consummate the Business Combination.

If we do not consummate the Business Combination and fail to complete an initial business combination by July 16, 2022 we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the Public Shareholders.

 

Q:

Why is Artius proposing the Domestication?

 

A:

The Board believes that it would be in the best interests of Artius to effect the Domestication to enable Artius to avoid certain taxes that would be imposed on the Combined Company if it were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by Artius’s officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures Artius is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its prevalence as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to Artius’s corporate legal affairs.

The Domestication will not occur unless the Artius shareholders have approved the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal, and the Merger Agreement is in full force and effect prior to the Domestication. The Domestication will occur immediately prior to the Effective Time.

 

Q:

What is involved with the Domestication?

 

A:

The Domestication will require Artius to file certain documents in both the Cayman Islands and the State of Delaware. At the effective time of the Domestication, which will be immediately prior to the Effective Time, Artius will cease to be a company incorporated under the laws of the Cayman Islands and will continue as a Delaware corporation and, in connection with the Business Combination, will change its corporate name to “Origin Materials, Inc.” The A&R Memorandum and Articles will be replaced by the Interim Certificate of Incorporation and the Bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

 

Q:

When do you expect that the Domestication will be effective?

 

A:

The Domestication is expected to become effective immediately prior to the Effective Time.



 

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Q:

How will the Domestication affect my securities of Artius?

 

A:

Pursuant to the Domestication and without further action on the part of Artius’s shareholders, each Artius Class A Ordinary Share outstanding immediately prior to the effective time of the Domestication will be converted into one share of Artius Class A Common Stock and each Artius Class B Ordinary Share outstanding immediately prior to the effective time of the Domestication will be converted into one share of Artius Class B Common Stock. By virtue of the Domestication and without any action on the part of any holder of Artius Warrants, each Artius Warrant that is outstanding immediately prior to the consummation of the Domestication will be automatically modified to entitle the holder thereof to acquire shares of Artius Class A Common Stock rather than Artius Class A Ordinary Shares and each issued and outstanding unit of Artius that has not been previously separated into the underlying Artius Class A Ordinary Share and underlying warrant upon the request of the holder thereof, will automatically entitle the holder thereof to one share of Artius Class A Common Stock and one-third of one redeemable warrant to acquire one share of Artius Class A Common Stock.

 

Q:

What are the U.S. federal income tax consequences of the Domestication?

 

A:

As discussed more fully under “Material U.S. Federal Income Tax Considerations,” Artius intends for the Domestication to qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations,” U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

 

   

A U.S. holder whose Artius Class A Ordinary Shares has a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our shares generally will not recognize any gain or loss and will not be required to include any part of our earnings in income in connection with the Domestication;

 

   

A U.S. holder whose Artius Class A Ordinary Shares has a fair market value of $50,000 or more on the date of the Domestication and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of our shares entitled to vote and less than 10% of the total value of all classes of our shares generally will recognize gain (but not loss) on the exchange of Artius Class A Ordinary Shares for Artius Common Stock (such term to be used throughout this section “What are the U.S. federal income tax consequences of the Domestication”) as such term is used in the section entitled “Material U.S. Federal Income Tax Considerations”) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a dividend deemed paid by Artius the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Artius Class A Ordinary Shares provided certain other requirements are satisfied; and

 

   

A U.S. holder who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of our shares entitled to vote or 10% or more of the total value of all classes of our shares generally will be required to include in income as a dividend deemed paid by Artius the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Artius Class A Ordinary Shares as a result of the Domestication.

Artius does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.



 

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Furthermore, even in the case of a transaction, such as the Domestication, that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of Artius Class A Ordinary Shares or Artius Public Warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Artius Class A Ordinary Shares or Artius Public Warrants for Artius Common Stock or Common Stock Public Warrants pursuant to the Domestication under PFIC rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging Artius Public Warrants for newly issued Common Stock Public Warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the Artius Common Stock or Common Stock Public Warrants received in the Domestication and the U.S. holder’s adjusted tax basis in the corresponding Artius Class A Ordinary Shares and Artius Public Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because Artius is a special purpose acquisition company with no current active business, it is likely that it was a PFIC for U.S. federal income tax purposes for the fiscal year ended December 31, 2020 and that it will be a PFIC in the current taxable year which ends as a result of the Domestication. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. holder of Artius Class A Ordinary Shares or Artius Public Warrants to recognize gain on the exchange of such shares or warrants for Artius Common Stock or Common Stock Public Warrants pursuant to the Domestication, unless such U.S. holder has made certain tax elections with respect to such U.S. holder’s Artius Class A Ordinary Shares. A U.S. holder cannot currently make the aforementioned elections with respect to such U.S. holder’s Artius Public Warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. holder on the undistributed earnings, if any, of Artius. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations.” Each U.S. holder Artius Class A Ordinary Shares or Artius Public Warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Artius Class A Ordinary Shares and Artius Public Warrants for Artius Common Stock and Common Stock Public Warrants pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. holders (as defined in “Material Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. holder’s Artius Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations—U.S. Holders—Effects of the Domestication on U.S. Holders.”

 

Q:

Why is Artius proposing the Business Combination?

 

A:

We are a special purpose acquisition company incorporated as a Cayman Islands exempted company on January 24, 2020 and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”). Our acquisition plan is not limited to a particular industry or geographic region for purposes of consummating an initial business combination. However, we (a) must complete an initial business combination with one or more target businesses that together have a fair market value of at least



 

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  80% of the assets held in the Trust Account (excluding amounts disbursed to management for working capital purposes, if permitted, and the Deferred Discount) at the time of the agreement to enter into the initial business combination and (b) are not, under the Existing Organizational Documents, permitted to effect an initial business combination with a special purpose acquisition company or a similar company with nominal operations.

The prospectus for the Artius IPO states that we intended to use the following general criteria and guidelines to evaluate potential acquisition opportunities:

 

   

Whether the target had a large addressable market with a strong existing or potential customer base;

 

   

Whether the target had a differentiated or unique product and technology offering with multiple avenues for growth and margin expansion;

 

   

Whether the target had strong, experienced management teams, or provided a platform to assemble an effective management team with a track record of driving sustainable growth and profitability;

 

   

Whether the target had provided a platform for add-on acquisitions, which we believed would be an opportunity for our Sponsor and its members and management team to deliver incremental shareholder value post-acquisition;

 

   

Whether the target had a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors;

 

   

Whether the target was at an inflection point, such as requiring additional management expertise, or were able to innovate through new operational techniques, or where we believe we could drive improved financial performance;

 

   

Whether the target had a recurring revenue model and generated high free cash flow;

 

   

Whether the target was a fundamentally sound company that was underperforming its potential;

 

   

Whether the target exhibited unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the target’s growth strategy, that we believe have been mis-valued by the marketplace based on our analysis and due diligence review;

 

   

Whether the target would offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and

 

   

Whether the target could benefit from being publicly traded, was prepared to be a publicly traded company, and could utilize access to broader capital markets.

Based on our due diligence investigations of Origin and the industry in which it operates, including the financial and other information provided by Origin in the course of negotiations, we believe that Origin meets the criteria and guidelines listed above. Please see the section entitled “The Business Combination—Recommendation of Our Board of Directors and Reasons for the Business Combination” for additional information.

 

Q:

Why is Artius providing shareholders with the opportunity to vote on the Business Combination?

 

A:

Under the A&R Memorandum and Articles and the Trust Agreement, we must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, we have elected to provide our shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, we are



 

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  seeking to obtain the approval of our shareholders of the Transaction Proposal in order to allow our Public Shareholders to effectuate redemptions of their Public Shares in connection with the Closing. The approval of the Business Combination is required under the A&R Memorandum and Articles and the Trust Agreement. In addition, such approval is also a condition to the Closing under the Merger Agreement.

 

Q:

What will happen in the Business Combination?

 

A:

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Artius will acquire Origin in a transaction we refer to as the Business Combination. At the Closing, among other things, Merger Sub will merge with and into Origin, with Origin continuing as the Surviving Corporation. As a result of the Merger, at the Closing, the Combined Company will own 100% of the outstanding stock of Origin, and the Origin stockholders and optionholders will receive the Aggregate Company Stock Consideration. Holders of shares of Origin Common Stock, Origin Series A Preferred Stock, Origin Series B Preferred Stock, and Origin Series C Preferred Stock will be entitled to receive a number of shares of newly-issued Combined Company Common Stock equal to the Common Exchange Ratio, Series A Exchange Ratio, Series B Exchange Ratio and Series C Exchange Ratio, respectively, each as defined in the Merger Agreement (subject to certain adjustments as described in the Merger Agreement).

 

Q:

How has the announcement of the Business Combination affected the trading price of the Public Shares?

 

A:

On February 16, 2021, the last trading date before the public announcement of the Business Combination, the Public Shares, Public Warrants and Public Units closed at $14.00, $3.97 and $15.34, respectively. On                 , 2021, the trading date immediately prior to the date of this proxy statement/prospectus, the Public Shares, Public Warrants and Public Units closed at $                , $                 and $                , respectively.

 

Q:

Following the Business Combination, will Artius’s securities continue to trade on a stock exchange?

 

A:

Yes. The Public Shares, Public Units and Public Warrants are currently listed on the Nasdaq under the symbols “AACQ,” “AACQU” and “AACQW,” respectively. Artius will apply for listing, to be effective at the time of the Business Combination, of the Combined Company Common Stock and Common Stock Public Warrants on the Nasdaq under the symbols “ORGN” and “ORGNW,” respectively.

 

Q:

Is the Business Combination the first step in a “going private” transaction?

 

A:

No. We do not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Origin to access the U.S. public markets.

 

Q:

Will the management of Artius change in the Business Combination?

 

A:

Following the Closing, it is expected that the current senior management of Origin will comprise the senior management of the Combined Company, and the board of directors of the Combined Company will consist of John Bissell, Benno O. Dorer, Charles Drucker, Kathleen B. Fish, William Harvey, Karen Richardson, Rich Riley, Boon Sim, and Pia Heidenmark Cook.

Please see the section entitled “Management of the Combined Company” for additional information.



 

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Q:

How will the Business Combination impact the shares of Artius outstanding following the closing of the Business Combination?

 

A:

As a result of the Business Combination and the consummation of the transactions contemplated thereby, approximately 184,275,500 shares of Combined Company Common Stock expected to be outstanding will represent approximately 103.48% more than the number of shares of Artius Common Stock prior to the Business Combination (assuming that no shares of Artius Common Stock are redeemed). Additional shares of Combined Company Common Stock may be issuable in the future, including Combined Company Common Stock issued upon exercise of the Common Stock Public Warrants following the closing of the Business Combination. The issuance and sale of such shares in the public market could adversely impact the market price of Combined Company Common Stock, even if our business is doing well.

 

Q:

What will Origin Stockholders receive in the Business Combination?

 

A:

Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate merger consideration to be paid in connection with the Business Combination is expected to be 78,213,000 shares of Combined Company Common Stock (deemed to have a value of $10.00 per share) with an implied value equal to $782,130,000. Holders of shares of Origin Common Stock, Origin Series A Preferred Stock, Origin Series B Preferred Stock and Origin Series C Preferred Stock will be entitled to receive a number of shares of newly-issued Combined Company Common Stock equal to the Common Exchange Ratio, Series A Exchange Ratio, Series B Exchange Ratio and Series C Exchange Ratio, respectively, each as defined in the Merger Agreement (subject to certain adjustments as described in the Merger Agreement). In addition, certain holders of Origin securities will be entitled to receive up to 25 million additional shares of Combined Company Common Stock subject to earnout conditions, as described in further detail herein.

 

Q.

What will holders of Origin equity awards receive in the Business Combination?

 

A:

Each Former Employee Option that is vested and outstanding immediately prior to the Effective Time shall be deemed to have been exercised, on a net exercise basis with respect to the applicable exercise price and any required withholding or employment taxes thereon, immediately prior to the closing of the Business Combination and settled in the applicable number of shares of Origin Common Stock, rounded down to the nearest whole share, and then canceled and converted into the right to receive a number of shares of Combined Company Common Stock equal to the Common Exchange Ratio. Each Former Employee Option that is unvested and outstanding immediately prior to the Effective Time shall be automatically cancelled at the closing of the Business Combination without the payment of consideration. From and after the closing of the Business Combination, except with respect to the holder’s right to receive Combined Company Common Stock, if any, each Former Employee Option shall be cancelled and cease to be outstanding and the holder shall cease to have any rights with respect thereto.

Each Origin Stock Option (other than a Former Employee Option), whether vested or unvested, will be assumed by Artius and converted into an option to purchase shares of Combined Company Common Stock (each, a “Converted Option”) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Origin Common Stock subject to such Origin Stock Option immediately prior to the Effective Time and (b) the Common Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Origin Stock Option immediately prior to the Effective Time divided by (ii) the Common Exchange Ratio; provided, however, that the exercise price and the number of shares of Combined Company Common Stock purchasable pursuant to such Converted Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided further, however, that in the case of such Origin Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of Combined Company Common Stock



 

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purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments in a manner consistent with Treasury Regulation Section 1.424-1, such that the Converted Option will not constitute a modification of such Origin Stock Option for purposes of Section 409A or Section 424 of the Code. Except as specifically provided above, following the Effective Time, each Converted Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Origin Stock Option immediately prior to the Effective Time.

 

Q:

What equity stake will the current shareholders of Artius and the Origin Equityholders hold in the Combined Company after the consummation of the Business Combination?

 

A:

It is anticipated that, upon consummation of the Business Combination: (i) our Public Shareholders will retain an ownership interest of approximately 39.3% in the Combined Company; (ii) our Initial Stockholders will own approximately 7.4% of the Combined Company; (iii) the Origin Equityholders will own approximately 42.4% of the Combined Company; and (iv) PIPE Investors will own approximately 10.9% of the Combined Company.

At the closing of the Business Combination, each warrant to purchase Origin stock will terminate and will be deemed to have been exercised immediately prior to the Closing and settled in the applicable number of shares of Origin Series A Preferred Stock or Origin Series B Preferred Stock, as applicable, rounded down to the nearest whole share, and then canceled and converted into the right to receive a number of shares of Combined Company Common Stock equal to the Series A Exchange Ratio or Series B Exchange Ratio, respectively (subject to certain adjustments as described in the Merger Agreement).

The foregoing ownership percentages are calculated inclusive of the Rollover Options and assume (i) no exercise of redemption rights by our Public Shareholders; and (ii) no inclusion of any Public Shares issuable upon the exercise of Artius Warrants. For more information, please see the sections entitled “Summary-Impact of the Business Combination on Artius’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”

 

Q:

Will Artius obtain new financing in connection with the Business Combination?

 

A:

Yes. Concurrently with the execution of the Merger Agreement, Artius entered into Subscription Agreements with the PIPE Investors pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and Artius has agreed to issue and sell to the PIPE Investors, an aggregate amount of 20,000,000 shares of Combined Company Common Stock at the closing of the Business Combination in exchange for an aggregate purchase price of $200.0 million, as set forth in the Subscription Agreements.

 

Q:

What happens if I sell my Artius Class A Ordinary Shares before the Special Meeting?

 

A:

The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Artius Class A Ordinary Shares after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your Artius Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your Artius Class A Ordinary Shares prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.



 

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Q:

What vote is required to approve the proposals presented at the Special Meeting?

 

A:

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting and broker non-votes will have no effect on the Domestication Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Domestication Proposal.

The approval of the Transaction Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting and broker non-votes will have no effect on the Transaction Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Transaction Proposal.

The approval of the Issuance Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting and broker non-votes will have no effect on the Issuance Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Issuance Proposal.

The approval of the Interim Charter Proposal requires the affirmative vote of holders of at least two-thirds of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special meeting, as well as an abstention from voting and a broker non-vote with regard to the Interim Charter Proposal will have no effect on such Interim Charter Proposal.

The approval of the Charter Proposal requires the affirmative vote of holders of at least two-thirds of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal have no effect on such Charter Proposal.

The approval of the Organizational Documents Proposals requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Organizational Documents Proposals will have no effect on the Organizational Documents Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Organizational Documents Proposal.

The approval of the Equity Incentive Plan Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Equity Incentive Plan Proposal will have no effect on the Equity Incentive Plan Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Equity Incentive Plan Proposal.



 

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The approval of the ESPP Proposal requires the affirmative vote of the holders of a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the ESPP Proposal will have no effect on the ESPP Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the ESPP Proposal.

The approval of the Director Election Proposal requires the affirmative vote of the holders of a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Director Election Proposal will have no effect on the Director Election Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Director Election Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, who vote thereon at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Adjournment Proposal will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.

Our Initial Stockholders have agreed to vote their ordinary shares in favor of all Artius Stockholder Voting Matters (as defined in the Sponsor Letter Agreement).

 

Q:

What happens if the Transaction Proposal is not approved?

 

A:

If the Transaction Proposal is not approved and we do not consummate an initial business combination by July 16, 2022, we will be required to dissolve and liquidate the Trust Account, unless we extend the time we have to complete an initial business combination under the A&R Memorandum and Articles and the Trust Agreement.

 

Q:

How many votes do I have at the Special Meeting?

 

A:

Our shareholders are entitled to one vote on each proposal presented at the Special Meeting for each Artius Class A Ordinary Share and Artius Class B Ordinary Share held of record as of May 19, 2021, the record date for the Special Meeting. As of the close of business on the record date, there were 90,562,500 outstanding Artius Ordinary Shares, consisting of 72,450,000 outstanding Artius Class A Ordinary Shares and 18,112,500 outstanding Artius Class B Ordinary Shares.

 

Q:

What constitutes a quorum at the Special Meeting?

 

A:

A majority of the issued and outstanding Artius Ordinary Shares entitled to vote as of the record date at the Special Meeting must be present, in person or via the virtual meeting platform or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. Our Initial Stockholders, who currently own 20% of our issued and outstanding Artius Ordinary Shares, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 45,281,251 Artius Ordinary Shares would be required to achieve a quorum.



 

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Q:

How will Artius’s Sponsor, directors and officers vote?

 

A:

Concurrently with the execution of the Merger Agreement, we entered into agreements with our Sponsor, pursuant to which our Sponsor agreed to vote any Artius Ordinary Shares owned by it in favor of each of the Required Proposals and the Adjournment Proposal.

Our Initial Stockholders have agreed to vote any Artius Ordinary Shares owned by them in favor of the Transaction Proposal. As of the date hereof, our Initial Stockholders own shares equal to 20% of our issued and outstanding Artius Ordinary Shares.

Except as previously disclosed in Form 4 filings under the Exchange Act, none of our Sponsor, directors or officers has purchased any Artius Ordinary Shares during or after the Artius IPO and, as of the date of this proxy statement/prospectus, neither we nor our Sponsor, directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Business Combination. Currently, our Initial Stockholders own 20% of our issued and outstanding Artius Ordinary Shares, including all of the Founder Shares, and will be able to vote all such shares at the Special Meeting.

 

Q:

What interests does the Sponsor and Artius’s current officers and directors have in the Business Combination?

 

A:

The Sponsor, certain members of our Board and our officers may have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:

 

   

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a shareholder vote to approve a proposed initial business combination;

 

   

the fact that the Sponsor holds an aggregate of 18,112,500 Founder Shares, which will be worthless if a business combination is not consummated by July 16, 2022;

 

   

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business combination by July 16, 2022;

 

   

the fact that our Sponsor paid an aggregate of approximately $16,990,000 for its 11,326,667 Private Warrants to purchase Artius Class A Ordinary Shares and that such Private Warrants will expire worthless if a business combination is not consummated by July 16, 2022;

 

   

the continued right of our Sponsor to hold Combined Company Common Stock and the shares of Combined Company Common Stock to be issued to our Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods;

 

   

if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

 

   

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance following the closing of the Business Combination;



 

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the fact that upon the consummation of the Business Combination, Artius, the Sponsor and certain existing equityholders of Origin will enter into the Investor Rights Agreement, pursuant to which the Sponsor and signatory stockholders of Origin and their permitted transferees will be entitled to, among other things, customary registration rights, including demand, piggy-back and shelf registration rights;

 

   

the fact that concurrently with the execution and delivery of the Merger Agreement, we have entered into the Sponsor Letter Agreement with the Sponsor, pursuant to which the Sponsor has agreed to (i) vote all of its Artius Class B Ordinary Shares in favor of the Artius Stockholder Voting Matters (as defined in the Sponsor Letter Agreement), (ii) certain restrictions on the Sponsor Vesting Shares, and (iii) to pay or cause to be paid to Origin on the date of the Closing the amount of any excess Artius Transaction Expenses as determined in accordance with the procedures in the Merger Agreement and the Sponsor Letter Agreement, in each case upon the terms and subject to the conditions set forth therein;

 

   

the fact that our Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by July 16, 2022; and

 

   

that, the holders of Founder Shares, Private Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any Artius Ordinary Shares issuable upon the exercise of the Private Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement, to require us to register a sale of any of our securities held by them prior to the consummation of our initial business combination.

These interests may influence our Board in making their recommendation that you vote in favor of the approval of the Business Combination.

 

Q:

Did our Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

No. The A&R Memorandum and Articles do not require our Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target business is affiliated with our Sponsor, directors or officers. Because Origin is not affiliated with our Sponsor, directors or officers, we did not obtain such opinion.

 

Q:

What happens if I vote against the Transaction Proposal?

 

A:

If you vote against the Transaction Proposal but the Transaction Proposal still obtains the affirmative vote of the holders of a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting, then the Transaction Proposal will be approved and, assuming the approval of the Domestication Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Proposal, the ESPP Proposal and the Director Election Proposal and the satisfaction or waiver of the other conditions to closing, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.

If you vote against the Transaction Proposal and the Transaction Proposal does not obtain the affirmative vote of the holders of a majority of Artius Ordinary Shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting, then the Transaction Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination, we may continue to try to complete an initial business combination with a different target business until July 16, 2022. If we fail to complete an initial business combination by July 16, 2022, then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our Public Shareholders, unless we extend the period to complete our initial business combination under the A&R Memorandum and Articles and the Trust Agreement.



 

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Q:

Do I have redemption rights?

 

A:

If you are a Public Shareholder, you may redeem your Public Shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to us to pay our taxes, by (ii) the total number of then-outstanding Public Shares; provided that we may not redeem any Artius Class A Ordinary Shares issued in the Artius IPO to the extent that such redemption would result in our failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act). A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Artius Class A Ordinary Shares included in the Public Units sold in the Artius IPO. Holders of our outstanding Public Warrants do not have redemption rights in connection with the Business Combination. Our Sponsor, directors and officers have agreed to waive their redemption rights with respect to their Artius Class B Ordinary Shares in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of our Artius Ordinary Shares they may hold in connection with the consummation of the Business Combination. For illustrative purposes, based on the balance of our Trust Account of $724,779,404 as of March 31, 2021, the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest not previously released to Artius or to pay our taxes) in connection with the liquidation of the Trust Account, unless we complete an alternative initial business combination prior to July 16, 2022.

 

Q:

Can our Initial Stockholders redeem their Founder Shares in connection with consummation of the Business Combination?

 

A:

No. Our Initial Stockholders, officers and other current directors have agreed to waive their redemption rights, with respect to their Founder Shares and any Public Shares they may hold, in connection with the consummation of the Business Combination.

 

Q:

Is there a limit on the number of shares I may redeem?

 

A:

Yes. A Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from exercising redemption rights with respect to more than an aggregate of 15% of the shares sold in the Artius IPO. Accordingly, all shares in excess of 15% owned by a holder or “group” of holders will not be redeemed for cash. On the other hand, a Public Shareholder who holds less than 15% of the Public Shares and is not a member of a “group” may redeem all of the Public Shares held by such shareholder for cash.

In no event is your ability to vote any or all of your shares (including those shares held by you or by a “group” in excess of 15% of the shares sold in the Artius IPO) for or against the Business Combination restricted.

We have no specified maximum redemption threshold under the A&R Memorandum and Articles, other than the aforementioned 15% threshold. Each redemption of Artius Ordinary Shares by our Public Shareholders will reduce the amount in our Trust Account, which held cash and investment securities with a fair value of $724,779,404 as of March 31, 2021. However, in no event will we redeem Artius Ordinary Shares in an amount that would result in our failure to have at least $5,000,001 of net tangible assets. As of



 

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March 31, 2021, after taking into account the reclassification of our warrants as derivative liabilities (as described on Note 2 to our financial statements), the total number of shares subject to possible redemption was 63,358,995.

 

Q:

Is there a limit on the total number of Public Shares that may be redeemed?

 

A:

Yes. The A&R Memorandum and Articles provide that we may not redeem our Public Shares in an amount that would result in our failure to have at least $5,000,001 of net tangible assets (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Merger Agreement. Other than this limitation, the A&R Memorandum and Articles does not provide a specified maximum redemption threshold. In the event the aggregate cash consideration we would be required to pay for all Artius Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to us, we may not complete the Business Combination or redeem any shares, all Artius Ordinary Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate initial business combination.

Based on the amount of $724,779,404 as of March 31, 2021, 39,977,940 Artius Ordinary Shares may be redeemed and still enable us to have sufficient cash to satisfy the cash closing conditions in the Merger Agreement. We refer to this as the maximum redemption scenario.

 

Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Charter Proposal or any of the Organizational Documents Proposals or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the Nasdaq.

 

Q:

How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must (i) if you hold Public Units, separate the underlying Public Shares and Public Warrants, and (ii) prior to 5:00 P.M., Eastern Time on June 21, 2021 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Artius redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Artius shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that Artius shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Artius shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.



 

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Artius shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using the Depository Trust Company’s (DTC) Deposit/Withdrawal At Custodian (DWAC) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The U.S. federal income tax consequences of the redemption depend on particular facts and circumstances. Please see the section entitled “Material U.S. Federal Income Tax Considerations—U.S. Holders—Effects of the Domestication on U.S. Holders” and “Material U.S. Federal Income Tax Considerations—Non-U.S. Holders—Effects of Exercising Redemption Rights” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

 

Q:

If I am a Public Warrant holder, can I exercise redemption rights with respect to my Public Warrants?

 

A:

No. The holders of Public Warrants have no redemption rights with respect to such Public Warrants.

 

Q:

Do Artius shareholders have appraisal rights or dissenters’ rights if they object to the proposed Business Combination?

 

A:

No. Appraisal rights or dissenters’ rights are not available to holders of shares of Artius Ordinary Shares in connection with the Business Combination. Origin stockholders have appraisal rights. However, holders of a majority of the outstanding shares of Origin Capital Stock have waived their rights to seek appraisal in connection with the proposed Business Combination.

 

Q:

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

 

A:

If the Business Combination is consummated, the funds held in the Trust Account will be used to: (i) pay our Public Shareholders who properly exercise their redemption rights; (ii) pay the Deferred Discount to the underwriters of the Artius IPO, in connection with the Business Combination; and (iii) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred in connection with the transactions contemplated by the Merger Agreement, including the Business Combination, and pursuant to the terms of the Merger Agreement. Any remaining funds will be used by the Combined Company for general corporate purposes.

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

There are a number of closing conditions in the Merger Agreement, including the expiration of the applicable waiting period under the HSR Act, the approval and adoption by the Origin Stockholders of the



 

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  Merger Agreement and the transactions contemplated thereby and the approval by the shareholders of the Required Proposals. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Merger Agreement and Related Agreements.”

 

Q:

What happens if the Business Combination is not consummated?

 

A:

There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled “The Merger Agreement and Related Agreements” for information regarding the parties’ specific termination rights.

If we do not consummate the Business Combination, we may continue to try to complete an initial business combination with a different target business until July 16, 2022. Unless we amend the A&R Memorandum and Articles and amend certain other agreements into which we have entered to extend the life of Artius, if we fail to complete an initial business combination by July 16, 2022, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish our Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Artius IPO. Please see the section entitled “Risk Factors—Risks Related to Artius and the Business Combination.

Holders of our Founder Shares have waived any right to any liquidating distributions with respect to such shares. In addition, if we fail to complete a business combination by July 16, 2022, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

 

Q:

When is the Business Combination expected to be completed?

 

A:

The closing of the Business Combination is expected to take place on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection entitled “The Merger Agreement and Related AgreementsThe Merger Agreement—Conditions to Closing of the Business Combination.” Following the closing of the Business Combination, Merger Sub will merge with and into Origin, with Origin surviving the Merger as the Surviving Corporation. The Merger will become effective at the time and on the date specified in the certificate of merger in accordance with the DGCL. The completion of the Business Combination is expected to occur in the second quarter of 2021. The Merger Agreement may be terminated by Artius if the closing of the Business Combination has not occurred by August 31, 2021.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement and Related Agreements—The Merger Agreement—Conditions to Closing of the Business Combination.”



 

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Q:

What do I need to do now?

 

A:

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:

How do I vote?

 

A:

The Special Meeting will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, located at One Liberty Plaza, New York, NY 10006 and via live webcast at https://www.cstproxy.com/artiusacquisition/sm2021, on June 23, 2021, at 10:00 a.m. Eastern Time. The Special Meeting can be accessed by attending the offices of Cleary Gottlieb Steen & Hamilton LLP or visiting https://www.cstproxy.com/artiusacquisition/sm2021, where you will be able to listen to the meeting live and vote during the meeting.

If you are a holder of record of Artius Ordinary Shares on May 19, 2021, the record date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

For additional information, please see the section entitled “Special Meeting of the Shareholders of Artius in Lieu of the 2021 Annual Meeting of Artius Shareholders.”

 

Q:

What will happen if I abstain from voting or fail to vote at the Special Meeting?

 

A:

At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have no effect on the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposals, the Equity Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal or the Adjournment Proposal.

 

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A:

Signed and dated proxies we receive without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxyholders may use their discretion to vote on any other matters that properly come before the Special Meeting.

 

Q:

If I am not going to attend the Special Meeting in person or via the virtual meeting platform, should I return my proxy card instead?

 

A:

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.



 

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Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe that all of the proposals presented to the shareholders at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:

How will a broker non-vote impact the results of each proposal?

 

A:

Broker non-votes will not have any effect on the outcome of any of the proposals.

 

Q:

May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to our Secretary at the address listed below so that it is received by our Secretary prior to the Special Meeting or attend the Special Meeting in person via the virtual meeting platform and vote. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q:

Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

 

A:

We will pay the cost of soliciting proxies for the Special Meeting. We have engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali a fee of $42,500, plus disbursements, and will reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of our Ordinary Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.



 

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Q:

Who can help answer my questions?

 

A:

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Artius Acquisition Inc.

3 Columbus Circle, Suite 2215

New York, New York 10019

Email: info@artiuscapital.com

You may also contact the proxy solicitor for Artius at:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and Brokers call (203) 658-9400

Email: AACQ.info@investor.morrowsodali.com

To obtain timely delivery, Artius shareholders must request the materials no later than June 16, 2021, or five business days prior to the Special Meeting.

You may also obtain additional information about Artius from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com



 

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SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of Artius and Origin, to fully understand the proposed Business Combination (as described below) before voting on the proposals to be considered at the Special Meeting (as described below). Please see the section entitled “Where You Can Find More Information.”

Unless otherwise specified, all share calculations assume (i) no exercise of redemption rights by our Public Shareholders; and (ii) no inclusion of any Public Shares issuable upon the exercise of Artius Warrants.

Artius

Artius is a special purpose acquisition company incorporated on January 24, 2020 as a Cayman Islands exempted company, limited by shares and incorporated for the purpose of effecting an initial business combination with one or more target businesses.

The Public Shares, Public Units and Public Warrants are traded on the Nasdaq under the ticker symbols “AACQ,” “AACQU” and “AACQW,” respectively. Artius will apply for listing, to be effective at the time of the Business Combination, of the Combined Company Common Stock and Common Stock Public Warrants on the Nasdaq under the symbols “ORGN” and “ORGNW,” respectively.

The mailing address of Artius’s principal executive office is 3 Columbus Circle, Suite 2215, New York, New York 10019.

Origin

Origin is a carbon negative materials company with a mission to enable the world’s transition to sustainable materials by replacing petroleum-based materials with decarbonized materials in a wide range of end products, such as food and beverage packaging, clothing, textiles, plastics, car parts, carpeting, tires, adhesives, soil amendments and more. Origin believes that its platform technology can help make the world’s transition to “net zero” possible and support the fulfillment of greenhouse gas reduction pledges made by countries as part of the United Nations Paris Agreement as well as corporations that are committed to reducing emissions in their supply chains.

Origin’s technology converts sustainable feedstocks such as sustainably harvested wood, agricultural waste, wood waste and even corrugated cardboard into materials and products that are currently made from fossil feedstocks such as petroleum and natural gas. These sustainable feedstocks are not used in food production, which differentiates Origin’s technology from other sustainable materials companies that use feedstocks such as vegetable oils or high fructose corn syrup and other sugars. While Origin has succeeded in producing small amounts of its products in its pilot plant for customer trials and testing purposes, Origin has not yet commenced large-scale production.

Since Origin’s incorporation in 2008, Origin has had a history of net losses due to its primary focus on research and development, plant construction, capital expenditures and early-stage commercial activities. For the years ended December 31, 2020 and 2019, Origin had net losses of $30.3 million and $0.5 million, respectively. For the three months ended March 31, 2021, Origin had a net loss of $53.6 million. As of March 31, 2021, Origin had an accumulated deficit of $152.5 million. Based on Origin’s estimates and projections, which are subject to significant risks and uncertainties, Origin does not expect to generate revenue until 2023.



 

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Origin’s principal executive offices are located at 930 Riverside Parkway, Suite 10, West Sacramento, California 95605.

The Business Combination

General

On February 16, 2021, Artius entered into the Merger Agreement with Merger Sub and Origin. Pursuant to the Merger Agreement and in connection therewith, among other things and subject to the terms and conditions contained therein:

 

   

at the closing of the Business Combination, Merger Sub will merge with and into Origin, with Origin continuing as the Surviving Corporation;

 

   

prior to the consummation of the Business Combination (and subject to approval by our shareholders), (a) Artius will domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and de-register as a Cayman Islands exempted company in accordance with Part XII of the Cayman Islands Companies Act (As Revised), (b) the Interim Certificate of Incorporation and the Bylaws will be adopted, and (c) Artius will request a certificate of de-registration from the Registrar of Companies of the Cayman Islands;

 

   

in connection with the Business Combination, the Origin stockholders and optionholders will receive the Aggregate Company Stock Consideration. Holders of shares of Origin Common Stock, Origin Series A Preferred Stock, Origin Series B Preferred Stock, and Origin Series C Preferred Stock will be entitled to receive a number of shares of newly-issued Combined Company Common Stock equal to the Common Exchange Ratio, Series A Exchange Ratio, Series B Exchange Ratio and Series C Exchange Ratio, respectively, each as defined in the Merger Agreement (subject to certain adjustments as described in the Merger Agreement);

 

   

at the closing of the Business Combination, Artius, the Sponsor and certain existing equityholders of Origin will enter into the Investor Rights Agreement, pursuant to which the Sponsor and signatory stockholders of Origin and their permitted transferees will be entitled to, among other things, customary registration rights, including demand, piggy-back and shelf registration rights;

 

   

concurrently with the execution and delivery of the Merger Agreement, we have entered into the Sponsor Letter Agreement with the Sponsor, pursuant to which the Sponsor has agreed to (i) vote all of its Artius Class B Ordinary Shares in favor of the Business Combination and certain other matters, (ii) certain restrictions on the Sponsor Vesting Shares, and (iii) to pay or cause to be paid to Origin on the date of the Closing the amount of any excess Artius Transaction Expenses as determined in accordance with the procedures in the Merger Agreement, in each case upon the terms and subject to the conditions set forth therein; and

 

   

concurrently with the execution and delivery of the Merger Agreement, certain stockholders of Origin sufficient to approve the Merger Agreement, the Merger, and the other transactions contemplated in connection with the Business Combination have entered into the Stockholder Support Agreement with Artius and Origin, pursuant to which such stockholders of Origin have agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby, including by voting against any competing transaction or proposal, (ii) be bound by certain transfer restrictions with respect to Origin shares held by such stockholders, including any new shares acquired by such stockholders, prior to the closing of the Business Combination and (iii) be bound by certain other covenants and agreements related to the Business Combination, in each case, on the terms and subject to the conditions set forth in the Stockholder Support Agreement.



 

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Consideration in the Business Combination

Pursuant to the Merger Agreement, the Origin Stockholders and optionholders will receive the consideration described below.

At the closing of the Business Combination, each Origin Stockholder, subject to the limited exceptions described in the Merger Agreement, will receive for each share of Origin Common Stock, Origin Series A Preferred Stock, Origin Series B Preferred Stock, and Origin Series C Preferred Stock it holds a number of shares of Combined Company Common Stock equal to the Common Exchange Ratio, Series A Exchange Ratio, Series B Exchange Ratio and Series C Exchange Ratio, respectively, each as defined in the Merger Agreement (subject to certain adjustments as described in the Merger Agreement).

At the closing of the Business Combination, each Origin Stock Option, subject to the limited exceptions described in the Merger Agreement with respect to Former Employee Options, whether vested or unvested, will be assumed by Artius and converted into an option to purchase shares of Combined Company Common Stock.

At the closing of the Business Combination, each warrant to purchase Origin stock will terminate and will be deemed to have been exercised immediately prior to the Closing and settled in the applicable number of shares of Origin Series A Preferred Stock or Origin Series B Preferred Stock, as applicable, rounded down to the nearest whole share, and then canceled and converted into the right to receive a number of shares of Combined Company Common Stock equal to the Series A Exchange Ratio or Series B Exchange Ratio, respectively (subject to certain adjustments as described in the Merger Agreement).

No fractional shares of Combined Company Common Stock will be issued. In lieu of the issuance of any such fractional shares, Artius shall aggregate the total number of shares of Combined Company Common Stock issuable to each Origin Stockholder upon the surrender for exchange of Origin stock, and then round down to the nearest whole number of shares of Combined Company Common Stock for each such Origin Stockholder.

Conditions to Closing of the Business Combination

The respective obligations of each of Origin and Artius to complete the Business Combination are subject to the satisfaction of the following conditions:

 

   

any applicable waiting period under the HSR Act in respect of the transactions contemplated by the Merger Agreement shall have expired or been terminated;

 

   

there shall not be any applicable law in effect that makes the consummation of the transactions contemplated by the Merger Agreement illegal or otherwise prohibited or any order in effect restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement;

 

   

the approval by the Artius shareholders of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal shall have been obtained;

 

   

after giving effect to the transactions, including the PIPE Investment, Artius shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) remaining after redemptions of any Artius Common Stock immediately after effecting the transactions;

 

   

Artius’s cash on hand shall not be less than $525,000,000;



 

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the PIPE Investment shall have been consummated prior to or substantially concurrently with the Closing;

 

   

the Origin stockholder approval shall have been obtained;

 

   

this proxy statement/prospectus shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to this proxy statement/prospectus and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending; and

 

   

all ancillary agreements shall be in full force and effect and shall not have been rescinded by any of the parties thereto.

Conditions to Artius’s Obligations

The obligations of Artius to complete the Business Combination are subject to the satisfaction of the following conditions:

 

   

the accuracy of the representations and warranties of Origin as of the date of the Merger Agreement and as of the closing date of the Business Combination, other than, in most cases, where the failure to be true and correct has not and would not reasonably be expected to have a material adverse effect on Origin;

 

   

each of the covenants of Origin to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects;

 

   

since the date of the execution of the Merger Agreement, no material adverse effect with respect to Origin shall have occurred that is continuing; and

 

   

the receipt of a certificate signed by an officer of Origin certifying that the preceding conditions have been satisfied.

Conditions to Origin’s Obligations

The obligations of Origin to complete the Business Combination are subject to the satisfaction of the following conditions:

 

   

the accuracy of the representations and warranties of Artius as of the date of the Merger Agreement and as of the closing date of the Business Combination, other than, in most cases, where the failure to be true and correct has not and would not reasonably be expected to, individually or in the aggregate, prevent, materially impair or materially delay the ability of Artius to perform its obligations under the Merger Agreement and to consummate the Business Combination;

 

   

each of the covenants of Artius to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects;

 

   

since the date of the execution of the Merger Agreement, no event, circumstance or state of facts that, individually or in the aggregate would prevent, materially impair or materially delay the ability of Artius to perform its obligations under the Merger Agreement and to consummate the Business Combination shall have occurred that is continuing;

 

   

the receipt of a certificate signed by an executive officer of Artius certifying that the preceding conditions have been satisfied;

 

   

the shares of Combined Company Common Stock to be issued in the Merger will have been conditionally approved for listing upon the Closing on the Nasdaq subject only to official notice of issuance; and



 

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certain directors and officers of Artius will have been removed from their respective positions or tendered their irrevocable resignations, effective as of the Effective Time.

Other Agreements Related to the Merger Agreement

Subscription Agreements

Concurrently with the execution of the Merger Agreement, Artius entered into the Subscription Agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors, including Danone, Nestlé and PepsiCo, have agreed to purchase an aggregate of 20 million shares of Combined Company Common Stock for $10.00 per share in the PIPE Placement, for an aggregate purchase price equal to $200.0 million. None of the PIPE Investors are related parties of Artius.

The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, Artius is required to, within 15 business days after the Closing, submit to or file with the SEC a registration statement registering the resale of such shares. Additionally, Artius is required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the 60th calendar day following the filing date thereof (the “Effectiveness Deadline”), provided the Effectiveness Deadline shall be extended to the 90th calendar day following the filing date thereof if the registration statement is reviewed by, and comments thereto are provided from, the SEC, and Artius will use commercially reasonable efforts to have the registration statement declared effective within ten business days of receipt of a SEC notice that the registration statement will not be “reviewed.” Artius must use commercially reasonable efforts to keep the registration statement effective until earliest to occur of: (i) two years from the issuance of the subscribed shares, (ii) the date on which all of the subscribed shares have been sold or (iii) the first date on which the PIPE Investors can sell all of their subscribed shares (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold.

The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement fail to occur; and (d) if the transactions contemplated by the Subscription Agreement are not consummated on or prior to August 31, 2021.

Sponsor Letter Agreement

Concurrently with the execution of the Merger Agreement, Artius and the Sponsor entered into the Sponsor Letter Agreement, pursuant to which the Sponsor agreed, among other things, to (i) vote in favor of the Artius Stockholder Voting Matters (as defined in the Sponsor Letter Agreement) and (ii) pay any excess of Artius Transaction Expenses (as defined in the Merger Agreement) over the Artius Transaction Expense Cap (as defined in the Sponsor Letter Agreement).

In addition, pursuant to the Sponsor Letter Agreement, the Sponsor agreed to subject the 4.5 million Sponsor Vesting Shares to vesting and forfeiture as follows: (A) one third of the Sponsor Vesting Shares will vest when VWAP equals or exceeds $15.00 for ten consecutive trading days during the three year period following the Closing, (B) one third of the Sponsor Vesting Shares will vest when VWAP equals or exceeds $20.00 for ten consecutive trading days during the four year period following the Closing, and (C) one third of the Sponsor Vesting Shares will vest when VWAP equals or exceeds $25.00 for ten consecutive trading days during the five year period following the Closing. Sponsor Vesting Shares (including any related dividends or distributions) that do not vest by the first business day following the applicable vesting period in the Sponsor Letter Agreement will be surrendered by the Sponsor to the Combined Company without any consideration. The vesting of the Sponsor Vesting Shares will be accelerated in the event of an Artius Sale.



 

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Stockholder Support Agreements

Concurrently with the execution of the Merger Agreement, Artius also entered into the Stockholder Support Agreement by and among Artius, Origin and certain stockholders of Origin. Under the Stockholder Support Agreement, such Origin Stockholders agreed, as promptly as practicable following the effectiveness of the proxy statement/prospectus relating to the approval by Artius shareholders of the Merger, to execute and deliver a written consent with respect to the securities of Origin set forth in the Stockholder Support Agreement adopting the Merger Agreement and approving the Merger. The securities of Origin owned by its stockholders who are party to the Stockholder Support Agreement and subject to such agreements are sufficient to approve the adoption of the Merger Agreement.

Lock-Up Agreement

Concurrently with the execution of the Merger Agreement, the Sponsor, certain executive officers and directors of Origin and certain existing equityholders of Origin entered into a Lock-Up Agreement restricting, among other things, the transfer of Artius securities held by such contracting parties immediately following the Closing. Such restrictions begin at Closing and end on the earliest to occur of (i) 365 days after the date of the Closing; (ii) the first day after the date on which the closing price of the Combined Company Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Closing; or (iii) the date on which Artius completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Artius’s Public Shareholders having the right to exchange their Combined Company Common Stock for cash, securities or other property.

Investor Rights Agreement

Artius, the Sponsor and certain existing equityholders and equity award holders of Origin will enter into the Investor Rights Agreement, which will become effective upon the consummation of the Business Combination. In accordance with the Investor Rights Agreement, the Sponsor and signatory stockholders and equity award holders of Origin and their permitted transferees will be entitled to, among other things, customary registration rights, including demand, piggy-back and shelf registration rights. The Investor Rights Agreement also provides that the Combined Company will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act.

Impact of the Business Combination on Artius’s Public Float

It is anticipated that, upon completion of the Business Combination: (i) our Public Shareholders will retain an ownership interest of approximately 39.3% in the Combined Company; (ii) our Initial Stockholders will own approximately 7.4% of the Combined Company; (iii) the Origin Equityholders will own approximately 42.4% of the Combined Company; and (iv) PIPE Investors will own approximately 10.9% of the Combined Company.

The foregoing percentages are calculated inclusive of the Rollover Options and assume (i) no exercise of redemption rights by our Public Shareholders and (ii) no inclusion of any Public Shares issuable upon the exercise of Artius Warrants. For more information, please see the sections entitled “Summary—Impact of the Business Combination on Artius’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Our Board’s Reasons for Approval of the Business Combination

We were incorporated for the purpose of effecting an initial business combination with one or more businesses. We sought to do this by utilizing the networks and industry experience of both our Sponsor and our Board to identify, acquire and operate one or more businesses within or outside of the United States. Our initial focus was



 

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to identify and complete a business combination with a technology company, although we were not limited to a particular industry or sector.

In particular, our Board considered the following positive factors, although not weighted or in any order of significance:

 

   

Origin is an innovative carbon negative materials company with a mission to enable the world’s transition to sustainable materials;

 

   

Origin’s disruptive platform technology is uniquely positioned to decarbonize the materials industry supply chain;

 

   

Origin’s investors and customers include a growing list of major global companies, including Danone, Nestlé Waters, PepsiCo, Mitsubishi Gas Chemical and Packaging Equity Holdings;

 

   

Origin had generated approximately $1.0 billion in customer demand in offtake agreements and capacity reservations (including embedded options) as of February 16, 2021; and

 

   

Origin is building toward rapid growth, with production facilities Origin 1 and Origin 2 expected to be operational in 2022 and launch in 2025, respectively, and other detailed expansion plans to 2030.

Our Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

 

   

Origin is an early stage company with a history of losses and its future profitability is uncertain;

 

   

Origin’s financial projections rely in part on assumptions about customer demand based on ongoing negotiations and indications of interest from potential customers. Origin’s inability to secure such customers could have an adverse impact on its financial condition and results of operations, and cause such projections to materially differ. Origin’s financial projections are also subject to other significant risks, assumptions, estimates and uncertainties, and may differ materially from actual results;

 

   

Origin’s offtake agreements are subject to termination, and certain of those agreements require Origin to pay liquidated damages and repay advances under the agreements, in each case, if specified construction and product delivery requirements are not satisfied. Please see the section titled “Information About Origin—Offtake Agreements” for additional information regarding Origin’s offtake agreements.

 

   

Origin may be unable to manage rapid growth effectively;

 

   

The loss of one or more of Origin’s significant customers, a significant reduction in their orders, their inability to perform under their contracts, or a significant deterioration in their financial condition could have a material adverse effect on Origin’s results of operations and financial condition;

 

   

Demand for Origin’s products is uncertain, and any change in such demand could materially impact Origin’s business, results of operations and financial condition. The market for Origin’s products is new and subject to significant risks and uncertainties;

 

   

Construction of Origin’s plants may not be completed in the expected timeframe or in a cost-effective manner. Any delays in the construction of Origin’s plants could severely impact Origin’s business, financial condition, results of operations and prospects;

 

   

Origin has not produced its products in large commercial quantities;

 

   

The technology for Origin’s current products is new and the performance of these products may be uncertain;



 

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Origin’s industry is highly competitive, and Origin may lose market share to producers of products that can be substituted for its products, which may have an adverse effect on its results of operations and financial condition;

 

   

Increases in the cost of Origin’s raw materials may occur, which may have an adverse effect on Origin’s business if those costs cannot be passed through to Origin’s customers;

 

   

Maintenance, expansion and refurbishment of Origin’s facilities, the construction of new facilities and the development and implementation of new manufacturing processes involve significant risks, which may have an adverse effect on Origin’s results of operations and financial condition;

 

   

Compliance with extensive environmental, health and safety laws could require material expenditures, changes in Origin’s operations or site remediation;

 

   

Origin’s business relies on intellectual property and other proprietary information, and Origin’s failure to protect its rights could harm its competitive advantages with respect to the manufacturing of some of its products, which may have an adverse effect on Origin’s results of operations and financial condition;

 

   

Origin may require significant capital investment into the research and development of intellectual property and other proprietary information to improve and scale its technological processes, and failure to secure such investment could severely impact Origin’s business;

 

   

Origin relies in part on trade secrets to protect its technology, and any failure to obtain or maintain trade secret protection could limit Origin’s ability to compete;

 

   

Origin is dependent on management and key personnel, and Origin’s business would suffer if it fails to retain its key personnel and attract additional highly skilled employees;

 

   

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the combined entity’s securities may decline;

 

   

The combined entity will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations; and

 

   

The unaudited pro forma financial information included herein may not be indicative of what the Combined Company’s actual financial position or results of operations will be.

For more information about our Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination—Recommendation of our Board of Directors and Reasons for the Business Combination.”

Independent Director Oversight

A majority of our Board is comprised of independent directors who are not affiliated with our Sponsor and its affiliates. In connection with the Business Combination, our independent directors, Ms. Richardson, Mr. Costello and Mr. Alesio, took an active role in evaluating the proposed terms of the Business Combination, including the terms of the Merger Agreement and Related Agreements. As part of their evaluation of the Business Combination, our independent directors were aware of the potential conflicts of interest with our Sponsor and its affiliates that could arise with regard to the proposed terms of the Merger Agreement and the Related Agreements. Our Board did not deem it necessary to, and did not form, a special committee of the Board to exclusively evaluate and negotiate the proposed terms of the Business Combination, as a majority of our Board is comprised of independent and disinterested directors, and our Board did not deem the formation of a special committee necessary or appropriate. Our independent directors reviewed and considered these interests during



 

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the negotiation of the Business Combination and in evaluating and unanimously approving, as members of our Board, the Merger Agreement and the transactions contemplated therein, including the Business Combination. Please see the section entitled “The Business Combination—Independent Director Oversight.”

Satisfaction of 80% Test

It is a requirement under the A&R Memorandum and Articles and Nasdaq listing requirements that the business or assets acquired in our initial business combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the Deferred Discount and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for our initial business combination. Based on the financial analysis of Origin and its subsidiaries generally used to approve the transaction, the Artius Board determined that this requirement was met. The Artius Board determined that the consideration being paid in the Business Combination, which amount was negotiated at arms-length, was fair to and in the best interests of Artius and its shareholders and appropriately reflected the value of Origin and its subsidiaries. In reaching this determination, the Artius Board concluded that it was appropriate to base such valuation in part on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills, as well as quantitative factors such as the historical growth rate of Origin and its subsidiaries and its potential for future growth in revenue and profits. The Artius Board believes that the financial skills and background of its members qualify it to conclude that the acquisition of Origin and its subsidiaries met this requirement and make the other determinations regarding the transaction.

Special Meeting of the Shareholders of Artius in Lieu of the 2021 Annual Meeting of Artius Shareholders

Date, Time and Place of Special Meeting

In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Special Meeting will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, located at One Liberty Plaza, New York, NY 10006 and via live webcast at https://www.cstproxy.com/artiusacquisition/sm2021, on June 23, 2021 at 10:00 a.m. Eastern Time. The Special Meeting can be accessed by attending the offices of Cleary Gottlieb Steen & Hamilton LLP or visiting https://www.cstproxy.com/artiusacquisition/sm2021, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen only to the Special Meeting by dialing 1 888-965-8995 (toll-free within the U.S. and Canada) or +1 415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 17946965#, but please note that you cannot vote during the meeting or ask questions if you choose to participate telephonically.

Proposals

At the Special Meeting, Artius shareholders will be asked to consider and vote on:

 

  1.

Domestication Proposal—To consider and vote upon a proposal by special resolution to change the corporate structure and domicile of Artius by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware, to be effected prior to the Closing of the Business Combination (Proposal No. 1);

 

  2.

Transaction Proposal—To consider and vote upon a proposal to approve the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including, among other things, the Business Combination (Proposal No. 2);

 

  3.

Issuance Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Artius’s issued and outstanding shares of Common Stock in connection with the Business Combination (Proposal No. 3);

 

  4.

Interim Charter Proposal—To consider and vote upon a proposal to approve and adopt the proposed Interim Certificate of Incorporation to be in effect as of the Domestication and prior to the Effective



 

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  Time, and the Bylaws of Artius to be in effect as of the Domestication, in the form attached hereto as Annex C and Annex D, respectively (Proposal No. 4);

 

  5.

Charter Proposal—To consider and act upon a proposal to approve and adopt the proposed Certificate of Incorporation, to be in effect at the Effective Time, in the form attached hereto as Annex E (Proposal No. 5);

 

  6.

Organizational Documents Proposals—To consider and act upon, on a non-binding advisory basis, eight separate proposals with respect to certain material differences between the Existing Organizational Documents and the proposed Interim Certificate of Incorporation, Certificate of Incorporation and Bylaws (Proposal No. 6);

 

  7.

Equity Incentive Plan Proposal—To consider and vote upon a proposal to approve the 2021 Equity Incentive Plan including the authorization of the initial share reserve under the 2021 Equity Incentive Plan, in the form attached hereto as Annex H (Proposal No. 7);

 

  8.

ESPP Proposal—To consider and vote upon a proposal to approve the ESPP that provides for the ability to grant stock purchase rights with respect to Combined Company Common Stock to employees of the Combined Company and its subsidiaries, in the form attached hereto as Annex I (Proposal No. 8);

 

  9.

Director Election Proposal—To consider and vote upon a proposal to elect nine directors to serve staggered terms on the board of directors of the Combined Company until the first, second and third annual meeting of stockholders following the date of the filing of the Certificate of Incorporation, as applicable, and until their respective successors are duly elected and qualified (Proposal No. 9); and

 

  10.

Adjournment Proposal—To consider and vote upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal but no other proposal if the Required Proposals are approved (Proposal No. 10).

Voting Power; Record Date

Only Artius shareholders of record at the close of business on May 19, 2021 the record date for the Special Meeting, will be entitled to vote at the Special Meeting. Each Artius shareholder is entitled to one vote for each Ordinary Share that such shareholder owned as of the close of business on the record date. If an Artius shareholder’s shares are held in “street name” or are in a margin or similar account, such shareholder should contact its broker, bank or other nominee to ensure that votes related to the shares beneficially owned by such shareholder are properly counted. On the record date, there were 90,562,500 Artius Ordinary Shares outstanding, of which 72,450,000 are Public Shares and 18,112,500 are Founder Shares held by our Initial Stockholders.

Vote of our Initial Stockholders

Our Initial Stockholders have agreed to vote any Artius Ordinary Shares owned by them in favor of all of the Artius Stockholder Voting Matters (as defined in the Sponsor Letter Agreement). As of the date hereof, our Initial Stockholders own shares equal to 20% of our issued and outstanding Artius Ordinary Shares.

Quorum and Required Vote for Proposals at the Special Meeting

A majority of the issued and outstanding Artius Ordinary Shares entitled to vote as of the record date at the Special Meeting must be present, in person or via the virtual meeting platform or represented by proxy, at the



 

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Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders at least two-thirds of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. The approval of the Transaction Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. The approval of the Issuance Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. The approval of the Interim Charter Proposal requires the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. The approval of the Charter Proposal requires the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. The approval of the Organizational Documents Proposals requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Approval of the Equity Incentive Plan Proposal and the ESPP Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Directors are elected by a plurality of the votes cast in the Director Election Proposal; this means that the nine individuals nominated for election to our Board who receive the most “FOR” votes (among the ordinary shares represented in person or via the virtual meeting platform or by proxy and entitled to vote thereon at the Special Meeting) will be elected. Approval of the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting.

Recommendation of our Board of Directors

Our Board believes that each of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposals, the Equity Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of Artius and its shareholders and unanimously recommends that its shareholders vote “FOR” each of the proposals.

Interests of Certain Persons in the Business Combination

Interests of Artius Initial Stockholders and Artius’s Other Current Officers and Directors

In considering the recommendation of our Board to vote in favor of the Business Combination, Artius shareholders should be aware that aside from their interests as shareholders, our Sponsor and certain other members of our Board and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to Artius shareholders that they approve the Business Combination. Artius shareholders should take these interests into account in deciding whether to approve the Business Combination.

These interests include, among other things:

 

   

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a shareholder vote to approve a proposed initial business combination;

 

   

the fact that the Sponsor holds an aggregate of 18,112,500 Founder Shares, which will be worthless if a business combination is not consummated by July 16, 2022;



 

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the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business combination by July 16, 2022;

 

   

the fact that our Sponsor paid an aggregate of approximately $16,990,000 for its 11,326,667 Private Warrants to purchase Artius Ordinary Shares and that such Private Warrants will expire worthless if a business combination is not consummated by July 16, 2022;

 

   

the continued right of our Sponsor to hold Combined Company Common Stock and the shares of Combined Company Common Stock to be issued to our Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods;

 

   

if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

 

   

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance following the closing of the Business Combination;

 

   

at the closing of the Business Combination, Artius, the Sponsor and certain existing equityholders of Origin will enter into the Investor Rights Agreement, pursuant to which the Sponsor and signatory stockholders of Origin and their permitted transferees will be entitled to, among other things, customary registration rights, including demand, piggy-back and shelf registration rights;

 

   

the fact that concurrently with the execution and delivery of the Merger Agreement, we have entered into the Sponsor Letter Agreement with the Sponsor, pursuant to which the Sponsor has agreed to (i) vote all of its Artius Class B Ordinary Shares in favor of the Business Combination and certain other matters, (ii) certain restrictions on the Sponsor Vesting Shares, and (iii) to pay or cause to be paid to Origin on the date of the Closing the amount of any excess Artius Transaction Expenses as determined in accordance with the procedures in the Merger Agreement, in each case upon the terms and subject to the conditions set forth therein;

 

   

the fact that our Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by July 16, 2022; and

 

   

the fact that, the holders of Founder Shares, Private Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Artius Ordinary Shares issuable upon the exercise of the Private Warrants and warrants that may be issued upon conversion of working capital loans), are entitled to registration rights pursuant to a registration rights agreement, to require us to register a sale of any of our securities held by them prior to the consummation of our initial business combination.

Redemption Rights

Pursuant to the A&R Memorandum and Articles, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to us to pay our taxes, by (ii) the total number of then-



 

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outstanding Public Shares; provided that we will not redeem any Artius Class A Ordinary Shares issued in the Artius IPO to the extent that such redemption would result in our failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) of at least $5,000,001. As of March 31, 2021, the estimated per share redemption price would have been approximately $10.00. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from exercising redemption rights with respect to more than an aggregate of 15% of the Artius Class A Ordinary Shares included in the units sold in the Artius IPO.

If a holder exercises its redemption rights, then such holder will be exchanging its Artius Ordinary Shares for cash and will no longer own shares of the Combined Company. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section entitled “Special Meeting of the Shareholders of Artius in Lieu of 2021 Annual Meeting of Artius Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Treatment of Origin Equity Awards

Each Former Employee Option that is vested and outstanding immediately prior to the Effective Time shall be deemed to have been exercised, on a net exercise basis with respect to the applicable exercise price and any required withholding or employment taxes thereon, immediately prior to the closing of the Business Combination and settled in the applicable number of shares of Origin Common Stock, rounded down to the nearest whole share, and then canceled and converted into the right to receive a number of shares of Combined Company Common Stock equal to the Common Exchange Ratio. Each Former Employee Option that is unvested and outstanding immediately prior to the Effective Time shall be automatically cancelled at the closing of the Business Combination without the payment of consideration. From and after the closing of the Business Combination, except with respect to the holder’s right to receive Combined Company Common Stock, if any, each Former Employee Option shall be cancelled and cease to be outstanding and the holder shall cease to have any rights with respect thereto.

Each Origin Stock Option (other than a Former Employee Option), whether vested or unvested, will be assumed by Artius and converted into an option to purchase shares of Combined Company Common Stock (each, a “Converted Option”) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Origin Common Stock subject to such Origin Stock Option immediately prior to the Effective Time and (b) the Common Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Origin Stock Option immediately prior to the Effective Time divided by (ii) the Common Exchange Ratio; provided, however, that the exercise price and the number of shares of Combined Company Common Stock purchasable pursuant to such Converted Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided further, however, that in the case of such Origin Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of Combined Company Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments in a manner consistent with Treasury Regulation Section 1.424-1, such that the Converted Option will not constitute a modification of such Origin Stock Option for purposes of Section 409A or Section 424 of the Code. Except as specifically provided above, following the Effective Time, each Converted Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Origin Stock Option immediately prior to the Effective Time.



 

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Certain Information Relating to Artius and Origin

Artius Board and Executive Officers before the Business Combination

The following individuals currently serve as directors and executive officers of Artius:

 

Name

   Age     

Position

Charles Drucker

     58      Executive Chairman

Boon Sim

     58      Chief Executive Officer and Chief Financial Officer, Director

Steven W. Alesio

     67      Director

Kevin Costello

     59      Director

Karen Richardson

     58      Director

Combined Company Board of Directors and Executive Officers

Assuming the approval of the Director Election Proposal, the following individuals are expected to serve as directors and executive officers of the Combined Company upon consummation of the Business Combination:

 

Name

   Age     

Position

John Bissell

     36      Co-Chief Executive Officer and Director

Rich Riley

     47      Co-Chief Executive Officer and Director

Nate Whaley

     47      Chief Financial Officer

Stephen Galowitz

     57      Chief Commercial Officer

Joshua Lee

     44      General Counsel

Karen Richardson

     58      Chair of the Board

Benno O. Dorer

     57      Director

Charles Drucker

     58      Director

Kathleen B. Fish

     63      Director

William Harvey

     70      Director

Boon Sim

     58      Director

Pia Heidenmark Cook

     49      Director

Listing of Securities

The Public Shares, Public Units and Public Warrants are traded on the Nasdaq under the ticker symbols “AACQ,” “AACQU” and “AACQW,” respectively. Artius will apply for listing, to be effective at the time of the Business Combination, of the Combined Company Common Stock and Common Stock Public Warrants on the Nasdaq under the symbols “ORGN” and “ORGNW,” respectively.

Comparison of Stockholder Rights

There are certain differences in the rights of Artius shareholders and Combined Company stockholders prior to the Business Combination and following the closing of the Business Combination. Please see the section entitled “Comparison of Stockholder Rights.

Regulatory Approvals

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. If



 

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the FTC or the Antitrust Division makes a request for additional information or documentary material related to the Business Combination (a “Second Request”), the waiting period with respect to the Business Combination will be extended for an additional period of 30 calendar days, which will begin on the date on which Artius and Origin each certify substantial compliance with the Second Request. Complying with a Second Request can take a significant period of time. Artius and Origin each filed a Pre-Merger Notification and Report Form pursuant to the HSR Act with the Antitrust Division and the FTC on March 2, 2021. The 30-day waiting period with respect to the Business Combination expired at 11:59 p.m. Eastern Time on April 1, 2021.

At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result. Neither Artius nor Origin is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Material U.S. Federal Income Tax Consequences for Holders of Artius Common Stock

As described more fully herein, a holder of Artius Common Stock (such term to be used throughout this section “Material U.S. Federal Income Tax Consequences for Holders of Artius Common Stock” as such term is used in the section entitled “Material U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash in exchange for such shares may be treated as selling its Artius Common Stock resulting in the recognition of gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution as an amount equal to the redemption proceeds, for U.S. federal income tax purposes, depending on the amount of our stock that a holder owns or is deemed to own by attribution (including through the ownership of warrants).

Additionally, because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise redemption rights with respect to the Artius Common Stock, U.S. holders exercising such redemption rights will be subject to the potential tax consequences of Section 367(b) of the Code and the potential tax consequences of the PFIC rules as a result of the Domestication

Please see the section entitled “Material U.S. Federal Income Tax Considerations for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Accounting Treatment of the Business Combination

The Business Combination is intended to be accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, while Artius is the legal acquirer, it will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Origin issuing stock for the net assets of Artius, accompanied by a recapitalization. The net assets of Artius will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Origin.



 

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Appraisal Rights

Appraisal rights or dissenters’ rights are not available to holders of our Ordinary Shares in connection with the Business Combination. Pursuant to Section 262 of the DGCL, Origin Stockholders who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise fail to perfect, waive, withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Origin Stock, as determined by the Delaware Court of Chancery, if the Merger is completed. The “fair value” of the shares of Origin Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the consideration that would otherwise be received under the Merger Agreement. Origin Stockholders who do not consent to the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise Origin by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from Origin or Artius that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, Origin Stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. Origin Stockholders who are party to the Stockholder Support Agreement have waived their appraisal rights in connection with the Business Combination. For additional information on appraisal rights available to Origin Stockholders, see the section entitled “Appraisal Rights.”

Proxy Solicitation

We are soliciting proxies on behalf of our Board. Proxies may be solicited by mail, via telephone or via e-mail or other electronic correspondence. We have engaged Morrow Sodali to assist in the solicitation of proxies.

If an Artius shareholder grants a proxy, such shareholder may still vote its shares in person or via the virtual meeting platform if it revokes its proxy before the Special Meeting. An Artius shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of the Shareholders of Artius in Lieu of the 2021 Annual Meeting of Artius Shareholders—Revoking Your Proxy.”

Summary Risk Factors

In evaluating the Business Combination and the proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under “Risk Factors.” Below is a summary of some of these risks of which could harm our business, financial condition, results of operations and prospects.

 

 

Artius’s Initial Stockholders have agreed to vote in favor of the Business Combination described in this proxy statement/prospectus, regardless of how Artius’s Public Shareholders vote.

 

 

Artius’s Sponsor, certain members of Artius’s Board and Artius’s officers have interests in the Business Combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the Transaction Proposal and approval of the other proposals described in this proxy statement/prospectus.

 

 

Artius’s Sponsor, directors or officers or their affiliates may elect to purchase shares from Public Shareholders, which may influence a vote on a proposed Business Combination and the other proposals described in this proxy statement/prospectus and reduce the public “float” of Artius Common Stock.

 

 

Artius’s Public Shareholders will experience dilution as a consequence of, among other transactions, the issuance of Combined Company Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that Artius’s current shareholders have on the management of the Combined Company.



 

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Artius has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that Artius will be unable to continue as a going concern if Artius does not consummate an initial business combination by July 16, 2022, and in such case Artius may be forced to liquidate and its warrants may expire worthless.

 

 

Artius’s ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of the Combined Company’s key personnel, including the key personnel of Origin whom Artius expect to stay with the Surviving Corporation. The loss of key personnel could negatively impact the operations and profitability of the Combined Company and its financial condition could suffer as a result.

 

 

The exercise of discretion by Artius’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of Artius’s shareholders.

 

 

If Artius are unable to complete an initial business combination, Artius’s Public Shareholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against us that Artius’s Sponsor is unable to indemnify), and Artius’s warrants will expire worthless.

 

 

Subsequent to Artius’s completion of the Business Combination, Artius may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Artius’s financial condition, results of operations and Artius’s shares price, which could cause you to lose some or all of your investment.

 

 

The restatement of Artius’s financial statements as disclosed on Artius’ 10-K/A filed on May 3, 2021 may lead to additional risks and uncertainties, including regulatory, stockholder or other actions, loss of investor confidence and negative impacts on Artius’s stock price.

 

 

Artius has identified material weaknesses in its internal control over financial reporting that, if not remediated, may not allow Artius to report its financial condition or results of operations accurately or timely.

 

 

Artius has no operating or financial history and Artius’s results of operations and those of the Combined Company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

 

 

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Artius’s securities may decline.

 

 

Artius’s shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

 

 

The Combined Company’s charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of the Combined Company’s stock.

 

 

Origin does not intend to pay dividends for the foreseeable future.

 

 

The market price and trading volume of Artius securities or Combined Company Common Stock may be volatile and could decline significantly, and may not continue.

 

 

The Domestication may result in adverse tax consequences for holders of Artius Class A Ordinary Shares and Artius Public Warrants, including holders exercising their redemption rights with respect to the Artius Common Stock.

 

 

Artius does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Artius to complete the Business Combination with which a substantial majority of Artius’s stockholders do not agree.

 

 

Origin is an early stage company with a history of losses and its future profitability is uncertain, and its financial projections may differ materially from actual results.



 

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Origin’s business plan and financial projections assume Origin can secure substantial additional project financing and government incentives, which may be unavailable on favorable terms, if at all.

 

 

Origin has identified material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain effective internal control over financial reporting, which may result in material misstatements of the Combined Company’s consolidated financial statements or result in failure to meet its periodic reporting obligations.

 

 

Construction of Origin’s plants may not be completed in the expected timeframe or in a cost-effective manner. Any delays in the construction of Origin’s plants could severely impact its business, financial condition, results of operations and prospects.

 

 

Origin plans to rely on its Origin 1 and Origin 2 plants to meet customer demand until 2027.

 

 

Origin has not produced its products in large commercial quantities and may not manage growth effectively.

 

 

Origin’s offtake agreements with customers include liquidated damages, advance repayment and/or termination provisions that may be triggered if Origin fails to timely complete plant construction or commence its commercial operations.

 

 

Origin’s industry is highly competitive, and Origin may lose market share to producers of products that can be substituted for Origin’s products, which may have an adverse effect on Origin’s results of operations and financial condition.

 

 

Increases or fluctuations in the costs of Origin’s raw materials may affect Origin’s cost structure.

 

 

Compliance with extensive environmental, health and safety laws could require material expenditures, changes in Origin’s operations or site remediation.

 

 

Origin’s business relies on proprietary information and other intellectual property, and Origin’s failure to protect its intellectual property rights could harm its competitive advantages with respect to the use, manufacturing, sale or other commercialization of Origin’s processes, technologies and products, which may have an adverse effect on Origin’s results of operations and financial condition.

 

 

Origin may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs (including indemnification of third parties or costly licensing arrangements, if licenses are available at all) and limit Origin’s ability to use certain key technologies in the future or require development of non-infringing products or technologies, which may cause Origin to incur significant unexpected costs, prevent Origin from commercializing its products and otherwise harm its business.

 

 

Origin relies on trade secrets to protect its technology, and Origin’s failure to maintain trade secret protection could limit its ability to compete.

 

 

Origin’s management has limited experience in operating a public company.

The summary risk factors described above should be read together with the text of the full risk factors in the section titled “Risk Factors” and the other information set forth in this proxy statement/prospectus. The risks summarized above or described in full under the section titled “Risk Factors” are not the only risks that we face. Additional risks and uncertainties not precisely known to us, or that we currently deem to be immaterial may also harm our business, financial condition, results of operations and future growth prospects. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) our ability and Origin’s ability to complete the Business Combination and (ii) the business, cash flows, financial condition and results of operations of the Combined Company.



 

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Selected Historical Financial Data for Artius

Statement of Operations Data:

The following table contains selected historical financial data for Artius as of and for the period from January 24, 2020 (inception) through December 31, 2020, the period from January 24, 2020 to March 31, 2020 and for the three months ended March 31, 2021. Such data for the period from January 24, 2020 (inception) through December 31, 2020 and as of December 31, 2020 have been derived from the audited financial statements of Artius included elsewhere in this proxy statement/prospectus and such data for the period from January 24, 2020 to March 31, 2020, the three months ended March 31, 2021 and as of March 31, 2021 are derived from Artius’s unaudited condensed consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The information below is only a summary and should be read in conjunction with the sections entitled “Artius Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Artius’s financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

 

     Three
Months
Ended
March 31,

2021
     Period from
January 24,
2020 to

March 31,
2020
     Period from
January 24,

2020
(inception)
through
December 31,

2020
(As Restated)
 

Operating and formation costs

   $ 911,788      $ 9,069      $ 3,028,992  
  

 

 

    

 

 

    

 

 

 

Loss from operations

     (911,788      (9,069      (3,028,992

Other income (loss):

        

Interest earned on marketable securities held in Trust Account

     62,928        —        212,516  

Unrealized gain on marketable securities held in Trust Account

     —          —          3,960  

Change in fair value of warrant liability

     17,028,800        —        (23,059,834
  

 

 

    

 

 

    

 

 

 

Net income (loss)

   $ 16,179,940      $ (9,069    $ (25,872,350
  

 

 

    

 

 

    

 

 

 

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption

     61,746,986        —              63,958,721  
  

 

 

    

 

 

    

 

 

 

Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption

   $ 0.00      $ 0.00      $ 0.00  
  

 

 

    

 

 

    

 

 

 

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares

     28,815,514        15,750,000        21,242,273  
  

 

 

    

 

 

    

 

 

 

Basic and diluted net loss per share, Non-redeemable ordinary shares

   $ 0.56      $ 0.00      $ (1.23
  

 

 

    

 

 

    

 

 

 


 

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Balance Sheet Data:

 

     March 31, 2021
(unaudited)
    December 31, 2020
(As Restated)
 
    

ASSETS

    

Current Cash assets

    

Cash

   $ 359,067     $ 1,123,407  

Prepaid expenses

     241,813       220,867  
  

 

 

   

 

 

 

Total Current Assets

     600,880       1,344,274  

Marketable securities held in Trust Account

     724,779,404       724,716,476  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 725,380,284     $ 726,060,750  
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities

    

Accounts payable and accrued expenses

   $ 168,614     $ 220  
  

 

 

   

 

 

 

Total Current Liabilities

     168,614       220  

Warrant liability

     61,019,868       78,048,668  

Deferred underwriting fee payable

     25,357,500       25,357,500  
  

 

 

   

 

 

 

Total Liabilities

   $ 86,545,982     $ 103,406,388  
  

 

 

   

 

 

 

Commitments

    

Class A ordinary shares subject to possible redemption, 63,358,995 and 61,746,986 shares at redemption value at March 31, 2021 and December 31, 2020, respectively

     633,834,294       617,654,356  

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

     —       —    

Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 9,091,005 and 10,703,014 shares issued and outstanding (excluding 63,358,995 and 61,746,986 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively

     909       1,070  

Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 18,112,500 shares issued and outstanding at March 31, 2021 and December 31, 2020

     1,811       1,811  

Additional paid-in capital

     14,689,698       30,869,475  

Accumulated deficit

     (9,692,410     (25,872,350
  

 

 

   

 

 

 

Total Shareholders’ Equity

     5,000,008       5,000,006  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 725,380,284     $ 726,060,750  
  

 

 

   

 

 

 


 

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Summary Historical Financial Data for Origin

The summary historical consolidated statements of operations data of Origin for the years ended December 31, 2020 and 2019 and the historical consolidated balance sheet data as of December 31, 2020 and 2019 are derived from Origin’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The summary consolidated statements of operations data for the three months ended March 31, 2021 and 2020, and the summary consolidated balance sheet data as of March 31, 2021 are derived from Origin’s unaudited condensed consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The Origin unaudited interim condensed consolidated financial statements were prepared on the same basis as its audited annual financial statements and include all adjustments, consisting only of normal recurring adjustments that are considered necessary for a fair presentation of the financial information set forth in those statements.

Origin’s historical results are not necessarily indicative of the results that may be expected in the future. You should read the following summary historical consolidated financial data together with the sections entitled “Origin Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Origin’s consolidated financial statements and accompanying notes included elsewhere in this proxy statement/prospectus.

Origin is providing the following summary historical consolidated financial information to assist you in your analysis of the financial aspects of the Business Combination.

 

Statement of Operations Data   For The
Three Months Ended
March 31, 2021
    For The
Three Months Ended
March 31, 2020
    For The
Year Ended
December 31,
2020
    For The
Year Ended
December 31,
2019
 
    (In thousands except Share and per Share Amounts)  

Research and development

  $ 1,309     $ 1,218     $ 4,138     $ 6,704  

General and administrative

    3,948       599       6,563       3,706  

Depreciation and amortization

    115       104       479       646  
 

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

    (5,372 )      (1,921 )      (11,180 )      (11,056 ) 

Other income (expense):

       

Other expense, net

    (48,198     (49     (19,123     10,577  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

    (53,570 )      (1,970 )      (30,303 )      (479 ) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding of common stock—basic and diluted

    1,355,762       1,285,714       1,285,202       1,284,026  

Net loss per share of common stock—basic and diluted

  $ (39.51   $ (1.53   $ (23.58   $ (0.37
 

 

 

   

 

 

   

 

 

   

 

 

 

 

Balance Sheet Data    March 31,
2021
     December 31,
2020
(As Restated)
     December 31,
2019
(As Restated)
 

Total assets

     56,217        47,428        47,789  

Total liabilities

     108,518        47,306        19,798  

Total redeemable convertible preferred stock

     95,983        95,983        95,983  

Total stockholders’ deficit

     (148,284      (95,861      (67,983


 

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Selected Historical Financial Data of the Combined Company on a Pro Forma Basis

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transaction contemplated by the Merger Agreement. The transaction will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Artius will be treated as the “acquired” company for financial reporting purposes. Accordingly, the transaction will be reflected as the equivalent of Origin issuing stock for the net assets of Artius, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Origin. The summary unaudited pro forma condensed combined statement of operations data for the three months ended March 31, 2021 and the year ended December 31, 2020 give effect to the Business Combination as if it had occurred on January 1, 2020. The summary unaudited pro forma condensed combined balance sheet data as of March 31, 2021 give effect to the Business Combination as if it had occurred on March 31, 2021.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of Origin appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Artius and Origin for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the Combined Company’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Origin.

Artius is providing the following Summary Pro Forma Information to assist you in your analysis of the financial aspects of the Business Combination. The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Artius’s Class A Ordinary Shares:

 

   

Assuming No Redemptions: This presentation assumes that no public stockholders of Artius exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

 

   

Assuming Maximum Redemptions: This presentation assumes that stockholders holding 39,977,940 Public Shares will exercise their redemption rights for their pro rata share (approximately $10.00 per share) of the funds in the Trust Account. The Merger Agreement provides that consummating the Business Combination is conditioned on Artius having cash on hand of at least $525,000,000 as of immediately prior to the Closing. This scenario gives effect to Public Share redemptions of 39,977,940 Public Shares for aggregate redemption payments of $400 million using a per share redemption price that was calculated as $724.8 million in the Trust Account per Artius’s historical balance sheet divided by 72,450,000 Public Shares as of March 31, 2021.



 

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     Pro Forma
Combined
(Assuming No
Redemptions)
    Pro Forma
Combined
(Assuming
Maximum
Redemptions)
 
     (In thousands, except share and per share data)  

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Year Ended December 31, 2020 (As Restated)

    

Total operating expenses

   $ 23,695     $ 23,695  

Net loss

   $ (45,165   $ (45,165

Basic and diluted net loss per share - Class A and Class B

   $ (0.26   $ (0.33

Basic and diluted weighted average shares outstanding - Class A and Class B

     175,478,137       135,500,197  

 

     Pro Forma
Combined
(Assuming No
Redemptions)
     Pro Forma
Combined
(Assuming
Maximum
Redemptions)
 
     (In thousands except per share data)  

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Three Months Ended March 31, 2021

     

Total operating expenses

     4,522        4,522  

Net loss

     13,084        13,084  

Basic and diluted net loss per share - Class A and Class B

   $ 0.07      $ 0.10  

Basic and diluted weighted average shares outstanding - Class A and Class B

     175,478,137        135,500,197  

Select Unaudited Pro Forma Condensed Combined Balance Sheet Data as of March 31, 2021

     

Total assets

     920,097        520,318  

Total liabilities

     332,637        332,637  

Total stockholders’ deficit

     587,460        187,681  


 

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Selected Comparative Per Share Information

Comparative Per Share Data of Artius

The following table sets forth the closing market prices per share of the Public Units, Public Shares and Public Warrants as reported by the Nasdaq on February 16, 2021, the last trading day before the Business Combination was publicly announced, and on                 , 2021 the last practicable trading day before the date of this proxy statement/prospectus.

 

Trading Date

   Public
Units
(AACQU)
     Public
Shares
(AACQ)
     Public
Warrants
(AACQW)
 

February 16, 2021

   $ 15.34      $ 14.00      $ 3.97  
                , 2021    $              $              $          

The market prices of our securities could change significantly. Because the consideration payable in the Business Combination pursuant to the Merger Agreement will not be adjusted for changes in the market prices of the Public Shares, the value of the consideration that Origin Stockholders will receive in the Business Combination may vary significantly from the value implied by the market prices of shares of Public Shares on the date of the Merger Agreement, the date of this proxy statement/prospectus, and the date on which Artius shareholders vote on the approval of the Merger Agreement. Artius shareholders are urged to obtain current market quotations for Artius securities before making their decision with respect to the approval of the Merger Agreement.

Comparative Per Share Data of Origin

Historical market price information regarding Origin is not provided because there is no public market for Origin Stock.

 

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RISK FACTORS

Artius shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before deciding whether to vote or instruct their vote to be cast for the relevant proposals described in this proxy statement/prospectus. The following risk factors apply to the businesses of Origin, the operations of the business by Origin and will also apply to the business and operations of the Combined Company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” The Combined Company may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair the Combined Company’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Origin’s Business

Risks Related to Origin’s Financial Condition and Status as an Early Stage Company

Origin is an early stage company with a history of losses and its future profitability is uncertain.

Since Origin’s incorporation in 2008, Origin has had a history of net losses due to its primary focus on research and development, plant construction, capital expenditures and early-stage commercial activities. For the years ended December 31, 2020 and 2019, Origin had net losses of $30.3 million and $0.5 million, respectively. For the three months ended March 31, 2021, Origin had a net loss of $53.6 million. As of March 31, 2021, Origin had an accumulated deficit of $152.5 million.

Origin expects that its net losses will continue for the foreseeable future. Based on Origin’s estimates and projections, which are subject to significant risks and uncertainties, Origin does not expect to generate revenue until 2023 and does not expect to reach commercial scale production until 2025. Even if Origin is able to commercialize its products and generate revenue from product sales, Origin may not become profitable for many years, if at all.

Origin’s potential profitability is dependent upon many factors, including its ability to complete construction of current and future plants, maintain an adequate supply chain, anticipate and react to demand for its products, manufacture its products on a commercial scale, secure additional customer commitments, and otherwise execute its growth plan. Origin expects the rate at which it will incur losses to be significantly higher in future periods as Origin:

 

   

expands its commercial production capabilities and incurs construction costs associated with building its plants;

 

   

increases its expenditures associated with its supply chain, including sourcing primary feedstock for its products;

 

   

increases its spending on research and development for new products;

 

   

begins full scale commercial production of its products;

 

   

increases its sales and marketing activities and develops its distribution infrastructure; and

 

   

increases its general and administrative functions to support its growing operations and to operate as a public company.

 

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Because Origin will incur the costs and expenses from these efforts before receiving meaningful revenue, its losses in future periods could be significant. Origin may find that these efforts are more expensive than Origin currently estimates or that these efforts may not result in revenues, which would further increase its losses.

Origin’s financial projections may differ materially from actual results.

The financial projections included in this proxy statement/prospectus are based on Origin’s estimates and assumptions as of the date of this proxy statement/prospectus concerning various factors which are subject to significant risks and uncertainties, many of which are beyond its control, and therefore actual results may differ materially. These estimates and assumptions include, among others: estimates of the total addressable market for Origin’s products; assumptions regarding customer demand and performance under existing offtake agreements, including the exercise of customer options, capacity reservation agreements and anticipated customer agreements currently under negotiation; and assumptions regarding Origin’s ability to scale production to meet current and future demand. These estimates and assumptions are subject to various factors beyond Origin’s control, including, for example, changes in customer demand, increased costs in its supply chain, increased labor costs, price stability of feedstock, changes in the supply of feedstock, increased construction costs for its plants, changes in the regulatory environment, the impact of global health crises (including the COVID-19 pandemic and COVID-19 variants) and changes in its executive team. Notably, Origin’s financial projections reflect assumptions regarding contracts that are currently under negotiation with, as well as indications of interest from, potential customers who may withdraw at any time. Accordingly, Origin’s future financial condition and results of operations may differ materially from its projections. Neither Origin nor Artius have any duty to update the financial projections included in this proxy statement/prospectus. Origin’s failure to achieve its projected results could harm the trading price of the Combined Company’s securities and its financial position following the completion of the Business Combination.

Origin may not manage growth effectively.

Origin’s failure to manage growth effectively could harm its business, results of operations and financial condition. Origin anticipates that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on Origin’s management, operational and financial resources. To manage the growth of its operations and personnel, Origin must establish appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. Origin may be unable to hire, train, retain and manage the necessary personnel or to identify, manage and exploit potential strategic relationships and market opportunities.

Origin’s business plan and financial projections assume Origin can secure substantial additional project financing and government incentives, which may be unavailable on favorable terms, if at all.

Origin will need substantial additional project financing and government incentives in order to meet its financial projections, execute its growth strategy and expand its manufacturing capability. Origin has not yet secured such project financing and government incentives, and they may not be available on commercially reasonable terms, if at all. In particular, Origin’s ability to obtain financing for the construction of future plants may depend in part on its ability to first enter into customer agreements sufficient to demonstrate sufficient demand to justify the construction of such plants. If Origin is unable to obtain such financing and government incentives, or secure sufficient customer agreements, on commercially reasonable terms, or at all, Origin will not be able to execute its growth strategy.

To the extent that Origin raises additional capital in connection with or after the Business Combination through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting Origin’s ability to take specific actions, such as incurring additional debt, making

 

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acquisitions or capital expenditures or declaring dividends. Debt financing could also have significant negative consequences for Origin’s business, results of operations and financial condition, including, among others, increasing Origin’s vulnerability to adverse economic and industry conditions, limiting Origin’s ability to obtain additional financing, requiring the dedication of a substantial portion of Origin’s cash flow from operations to service Origin’s indebtedness, thereby reducing the amount of Origin’s cash flow available for other purposes, limiting Origin’s flexibility in planning for, or reacting to, changes in Origin’s business, and placing Origin at a possible competitive disadvantage compared to less leveraged competitors or competitors that may have better access to capital resources.

If Origin raises additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, Origin may have to relinquish valuable rights to its technologies, future revenue streams, research programs or products, or grant licenses on terms that may not be favorable to Origin. If Origin is unable to raise additional funds through equity or debt financings or other arrangements when needed, Origin may be required to delay, limit, reduce or terminate its commercialization, research and development efforts or grant rights to third parties to market and/or develop products that Origin would otherwise prefer to market and develop itself.

If Origin seeks government grants, incentives or subsidies, their terms may be limiting or restrict certain of Origin’s planned operations, thereby requiring Origin to alter its operating plans and materially impacting its financial projections and projected results of operations. Government grants may also be terminated, modified or recovered under certain conditions without Origin’s consent.

Origin has identified material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain effective internal control over financial reporting, which may result in material misstatements of the Combined Company’s consolidated financial statements or cause the Combined Company to fail to meet its periodic reporting obligations.

In connection with the audit of its consolidated financial statements for the fiscal years ended December 31, 2019 and December 31, 2020, and subsequent to the initial filing of this proxy statement/prospectus during the course of preparing for the Business Combination, Origin identified material weaknesses in its internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, Origin did not have in place an effective control environment with formal processes and procedures to allow for a detailed review of accounting transactions that would identify errors in a timely manner. In addition, due to its size, Origin did not have proper segregation of duties and had insufficient accounting and finance personnel with an appropriate level of technical accounting knowledge in the application of GAAP commensurate with Origin’s complexity and financial accounting and reporting requirements to design, implement and operate precise business processes and internal control activities over financial reporting to provide reasonable assurance of preventing or detecting material misstatements. Origin restated its financial statements as of and for the fiscal years ended December 31, 2020 and 2019. For additional information, please see Note 2 to the audited consolidated financial statements of Micromidas, Inc. dba Origin Materials included elsewhere in this proxy statement/prospectus.

Origin has begun implementing and is continuing to implement measures designed to improve its internal control over financial reporting to remediate these material weaknesses, including retention of an accounting consultant to assist in areas of complex accounting and financial reporting, converting and upgrading its accounting system and hiring additional IT personnel. Origin also plans to hire additional accounting personnel including a staff accountant, a corporate controller and/or a director of SEC reporting.

If Origin is unable to successfully remediate its existing or any future material weaknesses in its internal control over financial reporting, or if Origin identifies any additional material weaknesses, the accuracy and timing of its financial reporting may be adversely affected, Origin may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable Nasdaq listing requirements,

 

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investors may lose confidence in its financial reporting and the Combined Company’s stock price may decline as a result. Origin also could become subject to investigations by Nasdaq, the SEC or other regulatory authorities.

As a public company, Origin will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting for future annual reports on Form 10-K to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by management in the Combined Company’s internal control over financial reporting. The Combined Company’s independent registered public accounting firm will also be required to audit the effectiveness of the Combined Company’s internal control over financial reporting in future annual reports on Form 10-K to be filed with the SEC. The Combined Company will be required to disclose changes made in its internal control over financial reporting on a quarterly basis. Failure to comply with the Sarbanes-Oxley Act could potentially subject the Combined Company to sanctions or investigations by the SEC, the applicable stock exchange or other regulatory authorities, which would require additional financial and management resources. Origin has begun the process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 in the future, but the Combined Company may not be able to complete its evaluation, testing and any required remediation in a timely fashion.

Changes in tax laws or tax rulings could materially affect Origin’s financial position, results of operations, and cash flows.

The tax regimes Origin is subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws, regulations, or rulings, or changes in interpretations of existing laws and regulations, could materially affect Origin’s financial position and results of operations. For example, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) made broad and complex changes to the U.S. tax code, including changes to U.S. federal tax rates, additional limitations on the deductibility of interest, both positive and negative changes to the utilization of future net operating loss (“NOL”) carryforwards, allowing for the expensing of certain capital expenditures, and putting into effect the migration from a “worldwide” system of taxation to a more territorial system. Future guidance from the IRS with respect to the Tax Act may affect Origin, and certain aspects of the Tax Act could be repealed or modified in future legislation. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) has already modified certain provisions of the Tax Act. In addition, it is uncertain if and to what extent various states will conform to the Tax Act, the CARES Act or any newly enacted federal tax legislation. The issuance of additional regulatory or accounting guidance related to the Tax Act could materially affect Origin’s tax obligations and effective tax rate in the period issued. In addition, many countries in Europe and a number of other countries and organizations, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase Origin’s tax obligations in the countries where Origin does business or require it to change the manner in which Origin operates its business.

The Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project, and issued a report in 2015, an interim report in 2018, and is expected to continue to issue guidelines and proposals that may change various aspects of the existing framework under which Origin’s tax obligations are determined in many of the countries in which Origin does business. Similarly, the European Commission and several countries have issued proposals that would change various aspects of the current tax framework under which Origin is taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several countries have proposed or enacted taxes applicable to digital services, which could apply to Origin’s business.

As Origin expands the scale of its international business activities, these types of changes to the taxation of its activities could increase its worldwide effective tax rate, increase the amount of taxes imposed on its business, and harm its financial position. Such changes may also apply retroactively to Origin’s historical operations and result in taxes greater than the amounts estimated and recorded in its financial statements.

 

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Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of Origin’s income or other tax returns could adversely affect Origin’s operating results and financial condition.

Origin is subject to taxation in Canada and other jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes Origin pays in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have an adverse impact on Origin’s liquidity and results of operations. In addition, the authorities in several jurisdictions could review Origin’s tax returns and impose additional tax, interest and penalties, which could have an impact on Origin and on its results of operations. Origin has previously participated in government programs with the Canadian federal government and Canadian provincial governments that provide investment tax credits based upon qualifying research and development expenditures. If Canadian taxation authorities successfully challenge such expenses or the correctness of such income tax credits claimed, Origin’s historical operating results could be adversely affected. As a public company, Origin will no longer be eligible for refundable tax credits under the Canadian federal Scientific Research and Experimental Development Program (“SR&ED”) credits. However, Origin is still eligible for non-refundable SR&ED credits under this program, which are eligible to reduce future income taxes payable.

Origin’s future effective tax rates in Canada could be subject to volatility or adversely affected by a number of factors.

Origin’s future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

   

changes in the valuation of Origin’s deferred tax assets and liabilities;

 

   

expected timing and amount of the release of any tax valuation allowances;

 

   

tax effects of stock-based compensation;

 

   

costs related to intercompany restructurings;

 

   

changes in tax laws, regulations or interpretations thereof; or

 

   

future earnings being lower than anticipated in countries where Origin has lower statutory tax rates and higher than anticipated earnings in countries where Origin has higher statutory tax rates.

Origin may conduct activities in Canada and other jurisdictions through its subsidiaries pursuant to transfer pricing arrangements and may in the future conduct operations in other jurisdictions pursuant to similar arrangements. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will require that transfer prices be the same as those between unrelated companies dealing at arms’ length. While Origin intends to operate in compliance with applicable transfer pricing laws, Origin’s transfer pricing procedures are not binding on applicable tax authorities. If tax authorities in any of these countries were to successfully challenge Origin’s transfer prices as not reflecting arm’s length transactions, they could require Origin to adjust its transfer prices and thereby reallocate Origin’s income to reflect these revised transfer prices, which could result in a higher tax liability to Origin.

Origin’s ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes.

Origin has incurred losses during its history. To the extent that Origin continues to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2020, Origin had U.S. federal NOL carryforwards of approximately $71.6 million.

Under the Tax Act, as modified by the CARES Act, U.S. federal NOL carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net

 

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operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act.

In addition, Origin’s NOL carryforwards are subject to review and possible adjustment by the IRS, and state tax authorities. Under Sections 382 and 383 of the Code, Origin’s federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of its stock. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership (as measured by value) by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Origin’s ability to utilize its NOL carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with the Business Combination or other transactions. Similar rules may apply under state tax laws. Origin has not yet determined the amount of the cumulative change in its ownership resulting from the Business Combination or other transactions, or any resulting limitations on its ability to utilize its net operating loss carryforwards and other tax attributes. If Origin earns taxable income, such limitations could result in increased future income tax liability to Origin and its future cash flows could be adversely affected. Origin has recorded a valuation allowance related to its NOL carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

Origin’s outstanding secured and unsecured indebtedness, ability to incur additional debt and the provisions in the agreements governing its current debt, and certain other agreements, could harm Origin’s business, financial condition, results of operations and prospects.

As of March 31, 2021, after giving pro forma effect to the transactions contemplated by the Merger Agreement, Origin had total consolidated debt and similar liabilities of $17.9 million, including $10.8 million of secured liabilities. Origin’s debt service and similar obligations could have important consequences to the Combined Company for the foreseeable future, including that Origin’s ability to obtain additional financing for capital expenditures, working capital or other general corporate purposes may be impaired and Origin may be or become substantially more leveraged than some of Origin’s competitors, which could place Origin at a relative competitive disadvantage and make Origin more vulnerable to changes in market conditions and governmental regulations.

Origin is required to maintain compliance with certain financial and other covenants under its debt and similar agreements. There are and will be operating and financial restrictions and covenants in certain of Origin’s debt and similar agreements, including the Nestlé Note and the Danone Note (see the section titled “Origin Relationships and Related Party Transactions” for more detail), as well as certain other agreements to which Origin is or may become a party. These limit, among other things, Origin’s ability to incur certain additional debt, create certain liens or other encumbrances and sell assets. These covenants could limit Origin’s ability to engage in activities that may be in Origin’s best long-term interests. Origin’s failure to comply with certain covenants in these agreements could result in an event of default under the various debt and similar agreements, allowing lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt. Under such circumstances, Origin might not have sufficient funds or other resources to satisfy all of its obligations.

Risks Related to Origin’s Operations and Industry

Construction of Origin’s plants may not be completed in the expected timeframe or in a cost-effective manner. Any delays in the construction of Origin’s plants could severely impact its business, financial condition, results of operations and prospects.

Origin’s projected financial performance and results of operations, including its ability to achieve commercial scale production, depend on Origin’s ability to construct several commercial scale plants. While Origin expects the Origin 1 plant to be operational by the end of 2022, Origin does not expect the Origin 2 plant to be operational until 2025, and Origin’s expansion to additional commercial scale plants is not planned to commence

 

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until 2027. In particular, Origin has not selected a site for the Origin 2 plant or any of its other future planned plants, and may have difficulty finding a site with appropriate infrastructure and access to raw materials. With respect to these future plants, Origin also does not have agreements with engineering, procurement or construction firms. Consequently, Origin cannot predict on what terms such firms may agree to design and construct its future plants.

If Origin is unable to construct these plants within the planned timeframes, in a cost-effective manner or at all due to a variety of factors, including, but not limited to, a failure to acquire or lease land on which to build its plants, a stoppage of construction as a result of the COVID-19 pandemic, unexpected construction problems, permitting and other regulatory issues, severe weather, labor disputes, and issues with subcontractors or vendors, including payment disputes, which Origin has previously experienced, its business, financial condition, results of operations and prospects could be severely impacted.

The construction and commission of any new project is dependent on a number of contingencies some of which are beyond Origin’s control. There is a risk that significant unanticipated costs or delays could arise due to, among other things, errors or omissions, unanticipated or concealed project site conditions, including subsurface conditions and changes to such conditions, unforeseen technical issues or increases in plant and equipment costs, insufficiency of water supply and other utility infrastructure, or inadequate contractual arrangements. Should these or other significant unanticipated costs arise, this could have a material adverse impact on Origin’s business, financial performance and operations. No assurance can be given that construction will be completed on time or at all, or as to whether Origin will have sufficient funds available to complete construction.

In addition, Origin’s financial projections and operating assumptions assume Origin can pursue a pulp mill “brownfield” capital expenditure strategy, pursuant to which Origin plans to purchase brownfield sites in the U.S. and Canada, convert or repurpose equipment located at such sites, and integrate such equipment into Origin’s plant infrastructure. Origin’s current financial projections assume this strategy can yield up to 15% net savings on total plant capital expenditures. If Origin is unable execute on this strategy, its actual financial performance and results of operations could differ materially from Origin’s projections, which, among other things, would have a significant impact on the trading price of the Combined Company’s securities and its financial position following the completion of the Business Combination.

Origin plans to rely on its Origin 1 and Origin 2 plants to meet customer demand until 2027.

Origin’s operating plan assumes that Origin will rely on Origin 1 and Origin 2 to meet customer demand until 2027 and that Origin 2 will supply most of Origin’s products from the time Origin 2 is expected to become operational in 2025 until 2027, when Origin 3 is expected to become operational. Adverse changes or developments affecting these facilities, and in particular Origin 2, could impair Origin’s ability to produce its products. Any shutdown or period of reduced production at these facilities, and in particular Origin 2, which may be caused by regulatory noncompliance or other issues, as well as other factors beyond Origin’s control, such as severe weather conditions, natural disaster, fire, power interruption, work stoppage, disease outbreaks or pandemics (such as COVID-19), equipment failure or delay in supply delivery, would, among other things, significantly disrupt Origin’s ability to generate revenue, execute its expansion plans, and meet its contractual obligations and customer demands. In addition, Origin’s plant equipment may be costly to replace or repair, and its equipment supply chains may be disrupted in connection with pandemics (such as COVID-19), trade wars or other factors. If any material amount of Origin’s equipment is damaged, Origin could be unable to predict when, if at all, Origin could replace or repair such equipment or find suitable alterative equipment, which could adversely affect Origin’s business, financial condition, results of operations and prospects. Performance guarantees may not be sufficient to cover damages or losses, or the guarantors under such guarantees may not have the ability to pay. Any insurance coverage Origin has may not be sufficient to cover all of its potential losses and may not continue to be available to Origin on acceptable terms, or at all.

 

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Origin may be delayed in or unable to procure necessary capital equipment.

While the equipment Origin uses to produce Origin’s products is currently widely available, Origin relies on outside companies to continue to manufacture the equipment necessary to produce Origin’s products. If Origin’s suppliers of capital equipment are unable or unwilling to provide Origin with necessary capital equipment to manufacture its products or if Origin experience significant delays in obtaining the necessary manufacturing equipment, Origin’s business, results of operations and financial condition could be adversely affected. In addition, the construction of Origin’s plants may require a substantial portion of certain materials and supplies relative to the overall global supply of such materials and supplies. If Origin is unable to secure an adequate supply of such materials and supplies on commercially reasonable terms, or at all, the construction of its plants may be delayed or terminated.

Origin has not produced its products in large commercial quantities.

Origin has no experience in producing large quantities of its products. While Origin has succeeded in producing small amounts of its products in its pilot plant for customer trials and testing purposes, Origin has not yet commenced large-scale production. There are significant technological and logistical challenges associated with producing, marketing, selling and distributing products in the specialty chemicals industry, including Origin’s products, and Origin may not be able to resolve all of the difficulties that may arise in a timely or cost-effective manner, or at all. While Origin believes that it understands the engineering and process characteristics necessary to successfully build and operate its additional planned facilities and to scale up to larger facilities, Origin may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or economical manner.

Any decline in the value of carbon credits associated with Origin’s products could harm Origin’s results of operations, cash flow and financial condition.

The value of Origin’s products may be dependent on the value of carbon credits, programs relating to low-carbon materials and products standards and other similar regulatory regimes or the implicit value of decarbonized materials. The value of these credits fluctuates based on market and regulatory forces outside of Origin’s control. There is a risk that the supply of low-carbon alternative materials and products outstrips demand, resulting in the value of carbon credits declining. Any such declines could mean that the economic benefits from Origin’s customers’ efforts to de-carbonize their operations might not be realized. Any decline in the value of carbon credits associated with Origin’s products could harm Origin’s results of operations, cash flow and financial condition.

Origin expects to rely on a limited number of customers for a significant portion of its near-term revenue.

Origin currently has offtake and capacity reservation agreements with a limited number of customers, from which Origin expects to generate most of its revenues in the near future. The loss of one or more of Origin’s significant customers, a substantial reduction in their orders, their failure to exercise customer options, their unwillingness to extend contractual deadlines if Origin is unable to meet production requirements, their inability to perform under their contracts or a significant deterioration in their financial condition could harm Origin’s business, results of operations and financial condition. If Origin fails to perform under the terms of these agreements, the customers could seek to terminate these agreements and/or pursue damages against Origin, including liquidated damages in certain instances, which could harm Origin’s business.

Origin’s offtake agreements with customers include termination, liquidated damages and/or advance repayment provisions that may be triggered if Origin fails to timely complete plant construction or commence its commercial operations.

Origin’s offtake agreements with its customers allow the customers to terminate the agreements if specified construction and product delivery requirements are not satisfied. For example, under two of these agreements, if

 

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Origin 1 has not commenced commercial operation by December 31, 2021 or Origin has not delivered specified product volume from Origin 1 by September 30, 2022, then, in each case, the customer may terminate the agreement and any outstanding secured promissory notes resulting from advance payments made to Origin will become due immediately. The outstanding obligations under those promissory notes, together with accrued interest, totaled an aggregate of $10.8 million as of March 31, 2021. These agreements also require Origin to pay liquidated damages up to an aggregate of $0.9 million if Origin 1 has not commenced commercial operation by December 31, 2020 or Origin has not delivered specified product volume from Origin 1 by September 30, 2021. In September 2020, the counterparties to these agreements agreed to waive compliance with the milestones and their right to liquidated damages until June 30, 2021, in order to facilitate the negotiation of amendments to the agreements, including the milestone achievement dates. A third offtake agreement is terminable by the customer if commercial operation or delivery of product from Origin 1 has not occurred by December 31, 2021.

Discussions to extend these milestone dates are ongoing but Origin cannot guarantee that the discussions will result in any extension of the milestone dates. Origin does not currently expect Origin 1 to be operational until 2022 or to produce product until 2023. Accordingly, if these milestone dates are not extended, Origin may be required to pay these liquidated damages and repay the amounts outstanding under the foregoing promissory notes and Origin’s offtake agreements may be subject to termination by its customers.

If any of Origin’s offtake agreements are terminated or Origin is required to pay liquidated damages or repay advances under its offtake agreements, Origin’s business, results of operations and financial condition may be harmed. Please see the section titled “Information About Origin—Offtake Agreements” for additional information regarding Origin’s offtake agreements.

Origin’s products may not achieve market success.

Origin currently has a small number of binding customer commitments for commercial quantities of Origin’s products. Some prospective customers are currently evaluating and testing Origin’s products prior to making large-scale purchase decisions. The successful commercialization of Origin’s products is dependent on Origin’s customers’ ability to commercialize the end-products that utilize Origin’s products, which may gain market acceptance slowly, if at all. Furthermore, the technology for Origin’s products is new, and the performance and ultimate carbon footprint of these products is uncertain. The market for carbon-negative products is nascent and subject to significant risks and uncertainties.

Market acceptance of Origin’s products will depend on numerous factors, many of which are outside of Origin’s control, including, among others:

 

   

public acceptance of such products;

 

   

Origin’s ability to produce products of consistent quality that offer functionality comparable or superior to existing or new products;

 

   

Origin’s ability to produce products fit for their intended purpose;

 

   

Origin’s ability to produce new products or customizations of existing products to match changes in public demand;

 

   

Origin’s ability to obtain necessary regulatory approvals for Origin’s products;

 

   

the speed at which potential customers qualify Origin’s products for use in their products;

 

   

the pricing of Origin’s products compared to competitive and alternative products, including petroleum-based plastics;

 

   

the strategic reaction of companies that market competitive products;

 

   

Origin’s reliance on third parties who support or control distribution channels; and

 

   

general market conditions, including fluctuating demand for Origin’s products.

 

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Origin’s industry is highly competitive, and Origin may lose market share to producers of products that can be substituted for Origin’s products, which may have an adverse effect on Origin’s results of operations and financial condition.

The specialty chemicals industry is highly competitive, and Origin faces significant competition from both large established producers of fossil-based materials, recycled fossil-based materials and a variety of current and future producers of low-carbon, biodegradable, or renewable resource-based materials. Many of Origin’s current competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than Origin. Origin’s competitors may be able to adapt more quickly to new or emerging technologies, changes in customer requirements and changes in laws and regulations. In addition, current and potential competitors have established or may establish financial or strategic relationships among themselves or with existing or potential customers or other third parties. Accordingly, new competitors or alliances among competitors could emerge and rapidly acquire significant market share.

Origin’s competitors may also improve their relative competitive position by successfully introducing new products or products that can be substituted for Origin’s products, improving their manufacturing processes, or expanding their capacity or manufacturing capabilities. Further, if Origin’s competitors are able to compete at advantageous cost positions, this could make it increasingly difficult for Origin to compete in markets for less-differentiated applications. If Origin is unable to keep pace with Origin’s competitors’ product and manufacturing process innovations or cost position, it could harm Origin’s results of operations, financial condition and cash flows.

Origin’s operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of Origin’s control.

Origin is subject to, among other things, the following factors that may negatively affect Origin’s operating results:

 

   

the announcement or introduction of new products by Origin’s competitors;

 

   

Origin’s ability to upgrade and develop Origin’s systems and infrastructure to accommodate growth;

 

   

Origin’s ability to attract and retain key personnel in a timely and cost-effective manner;

 

   

Origin’s ability to attract new customer and retain existing customers;

 

   

technical difficulties;

 

   

the amount and timing of operating costs and capital expenditures relating to the expansion of Origin’s business, operations and infrastructure;

 

   

Origin’s ability to identify and enter into relationships with appropriate and qualified third-party providers of necessary testing and manufacturing services;

 

   

regulation by federal, state or local governments; and

 

   

general economic conditions, as well as economic conditions specific to the plastics and fuels industries, and other industries related to compostable or biodegradable substitutes for non-biodegradable plastics, as well as changes to commodity prices to which prices in some of Origin’s contracts are indexed.

As a result of Origin’s limited operating history and the nature of the markets in which Origin competes, it is difficult for Origin to forecast Origin’s revenues or earnings accurately. Origin has based its anticipated future expense levels largely on its investment plans and estimates of future events, although certain of Origin’s expense levels will, to a large extent, become fixed. As a strategic response to changes in the competitive environment, Origin may from time to time make certain decisions concerning expenditures, pricing, service or marketing that could harm Origin’s business, results of operations and financial condition. Due to the foregoing factors, Origin’s revenues and operating results are difficult to forecast.

 

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Origin’s commercial success may be influenced by the price of petroleum relative to the price of non-fossil feedstocks.

Origin’s commercial success may be influenced by the cost of Origin’s products relative to petroleum-based products. The cost of petroleum-based products is in part based on the price of petroleum, which is subject to historically fluctuating prices. Origin’s production plans assume the use of timber and forest residues as feedstock, which historically have experienced low volatility. If the price of bio-based feedstocks increases and/or the price of petroleum decreases, Origin’s products may be less competitive relative to petroleum-based products. A material decrease in the cost of conventional petroleum-based products may require a reduction in the prices of Origin’s products for them to remain attractive in the marketplace and may negatively impact Origin’s revenues.

Increases or fluctuations in the costs of Origin’s raw materials may affect Origin’s cost structure.

The price of raw materials may be impacted by external factors, including uncertainties associated with war, terrorist attacks, weather and natural disasters, health epidemics or pandemics (such as COVID-19), civil unrest, the effects of climate change or political instability, plant or production disruptions, strikes or other labor unrest, breakdown or degradation of transportation infrastructure used in the delivery of raw materials or changes in laws or regulations in any of the countries in which Origin has significant suppliers.

Origin currently uses and plans to use local timber and forest residues as Origin’s primary raw materials. The cost of these raw materials is generally influenced by supply and demand factors, and Origin’s operating plans include assumptions that the timber and forest residues Origin intends to use as feedstock will be available at prices similar to historic levels with low volatility. As Origin continues to expand Origin’s production, Origin will increase Origin’s demand for timber and forest residues which may alter the anticipated stability in the costs of Origin’s raw materials and potentially drive an increase in the cost of such raw materials.

Origin’s results of operations will be directly affected by the cost of raw materials. The cost of raw materials comprises a significant amount of Origin’s total cost of goods sold and, as a result, movements in the cost of raw materials, and in the cost of other inputs, will impact Origin’s profitability. Because a significant portion of Origin’s cost of goods sold is represented by these raw materials, Origin’s gross profit margins could be adversely affected by changes in the cost of these raw materials if Origin is unable to pass the increases on to Origin’s customers.

If Origin’s raw material prices experience volatility, there can be no assurance that Origin can continue to recover raw material costs or retain customers in the future. As a result of Origin’s pricing actions, customers may become more likely to consider competitors’ products, some of which may be available at a lower cost. Significant loss of customers could adversely impact Origin’s results of operations, financial condition and cash flows.

The failure of Origin’s raw material suppliers to perform their obligations under supply agreements, or Origin’s inability to replace or renew these agreements when they expire, could increase Origin’s cost for these materials, interrupt production or otherwise adversely affect Origin’s results of operations.

Origin’s manufacturing processes use local timber and forest residues as Origin’s primary raw materials. However, Origin may be unable to secure agreements with local suppliers for the necessary amount of raw materials in certain circumstances. If Origin is required to obtain alternate sources for raw materials because a supplier is unwilling or unable to execute or perform under raw material supply agreements, if a supplier terminates its agreements with Origin, if a supplier is unable to meet increased demand as Origin’s commercial scale production expands, if Origin is unable to renew its contracts or if Origin is unable to obtain new long-term supply agreements to meet changing demand, Origin may not be able to obtain these raw materials in sufficient quantities, on economic terms, or in a timely manner, and Origin may not be able to enter into long-term supply

 

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agreements on terms as favorable to Origin, if at all. A lack of availability of raw materials could limit Origin’s production capabilities and prevent Origin from fulfilling customer orders, and therefore harm Origin’s results of operations and financial condition.

Maintenance, expansion and refurbishment of Origin’s facilities, the construction of new facilities and the development and implementation of new manufacturing processes involve significant risks.

Origin’s facilities may require regular or periodic maintenance, upgrading, expansion, refurbishment or improvement. Any unexpected operational or mechanical failure, including failure associated with breakdowns and forced outages, could reduce Origin’s facilities’ production capacity below expected levels, which would reduce Origin’s production capabilities and ultimately Origin’s revenues. Unanticipated capital expenditures associated with maintaining, upgrading, expanding, repairing, refurbishing, or improving Origin’s facilities may also reduce Origin’s profitability. Origin’s facilities may also be subject to unanticipated damage as a result of natural disasters, terrorist attacks or other events.

If Origin makes any major modifications to Origin’s facilities, such modifications likely would result in substantial additional capital expenditures and could prolong the time necessary to bring the facility online. Origin may also choose to refurbish or upgrade Origin’s facilities based on Origin’s assessment that such activity will provide adequate financial returns. However, such activities require time for development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may prove incorrect, including assumptions regarding construction costs and timing, which could harm its business, financial condition, results of operations and cash flows.

The construction of new manufacturing facilities entails a number of risks and assumptions, including the ability to begin production within the cost and timeframe estimated and to attract a sufficient number of skilled workers to meet the needs of the new facility. Additionally, Origin’s assessment of the projected benefits associated with the construction of new manufacturing facilities is subject to a number of estimates and assumptions, which in turn are subject to significant economic, competitive and other uncertainties that are beyond Origin’s control. If Origin experiences delays or increased costs, Origin’s estimates and assumptions are incorrect, or other unforeseen events occur, Origin’s business, ability to supply customers, financial condition, results of operations and cash flows could be adversely impacted.

Finally, Origin may not be successful or efficient in developing or implementing new production processes. Innovation in production processes involves significant expense and carries inherent risks, including difficulties in designing and developing new process technologies, development and production timing delays, lower than anticipated manufacturing yields, and product defects. Disruptions in the production process can also result from errors, defects in materials, delays in obtaining or revising operating permits and licenses, returns of product from customers, interruption in Origin’s supply of materials or resources, and disruptions at Origin’s facilities due to accidents, maintenance issues, or unsafe working conditions, all of which could affect the timing of production ramps and yields. Production issues can lead to increased costs and may affect Origin’s ability to meet product demand, which could adversely impact Origin’s business and results from operations.

Origin may not be successful in finding future strategic partners for continuing development of additional offtake and feedstock opportunities or tolling and downstream conversion of Origin’s products.

Origin may seek to develop additional strategic partnerships to increase feedstock supply and offtake amounts due to manufacturing constraints or capital costs required to develop Origin’s products. Origin may not be successful in Origin’s efforts to establish such strategic partnerships or other alternative arrangements for Origin’s products or technology because Origin’s research and development pipeline may be insufficient, Origin’s products may be deemed to be at too early of a stage of development for collaborative effort or third parties may not view Origin’s products as having the requisite potential to demonstrate commercial success.

 

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If Origin is unable to reach agreements with suitable collaborators on a timely basis, on acceptable terms, or at all, Origin may have to curtail the development of Origin’s products, delay commercialization, reduce the scope of any sales or marketing activities or increase expenditures and undertake development or commercialization activities at Origin’s own expense. If Origin elects to fund development or commercialization activities on Origin’s own, Origin may need to obtain additional expertise and additional capital, which may not be available to Origin on acceptable terms or at all. If Origin fails to enter into collaborations and does not have sufficient funds or expertise to undertake the necessary development and commercialization activities, Origin may not be able to develop additional products and Origin’s business, financial condition, results of operations and prospects may be materially and adversely affected.

Origin may rely heavily on future collaborative and supply chain partners.

Origin has entered into, and may enter into, strategic partnerships to develop and commercialize Origin’s current and future research and development programs with other companies to accomplish one or more of the following:

 

   

obtain capital, equipment and facilities;

 

   

obtain funding for research and development programs, product development programs and commercialization activities;

 

   

obtain expertise in relevant markets;

 

   

obtain access to raw materials;

 

   

obtain sales and marketing services or support;

 

   

obtain conversion services and other downstream supply chain support; and/or

 

   

obtain access to intellectual property and ensure freedom to operate.

Origin may not be successful in establishing or maintaining suitable partnerships, and Origin may not be able to negotiate collaboration agreements having terms satisfactory to Origin, or at all. Failure to make or maintain these arrangements or a delay or failure in a collaborative partner’s performance under any such arrangements could harm its business and financial condition.

Origin may become subject to product liability claims that may not be covered by insurance and could require Origin to pay substantial sums.

Origin is subject to an inherent risk of, and adverse publicity associated with, product liability and other liability claims, whether or not such claims are valid. In addition, Origin’s customers are subject to product liability claims, and could seek contribution from Origin. A successful product liability claim or series of claims against Origin could adversely impact the specialty chemicals industry, Origin’s reputation or Origin’s financial condition or results of operations. Product liability insurance may not be available to Origin on commercially acceptable terms, or at all. Even if such insurance is available, product liability or other claims may exceed Origin’s insurance coverage limits. A successful product liability claim that exceeds Origin’s insurance coverage limits, for which Origin is not otherwise indemnified, could require Origin to pay substantial sums and could harm Origin’s business, financial condition or results of operations.

Climate change may impact the availability of Origin’s facilities and, in addition, Origin may incur substantial costs to comply with climate change legislation and related regulatory initiatives.

Changing weather patterns and the increase in frequency of severe storms such as hurricanes and tornadoes could cause disruptions or the complete loss of Origin’s facilities or delay the construction of future facilities. In addition, climate change concerns, and changes in the regulation of such concerns, including greenhouse gas

 

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emissions, could also subject Origin to additional costs and restrictions, including increased energy and raw materials costs which could negatively impact Origin’s financial condition and results of operations. Climate change may also negatively impact the availability of Origin’s feedstock. The effects of climate change can not only adversely impact Origin’s operations, but also that of its suppliers and customers, and can lead to increased regulations and changes in consumer preferences, which could adversely affect Origin’s business, results of operations and financial condition.

Risks Related to Government Regulation

Compliance with extensive environmental, health and safety laws could require material expenditures, changes in Origin’s operations or site remediation.

Origin uses hazardous materials in Origin’s production process, and Origin’s operations also produce hazardous waste. The manufacture, transportation and sale of Origin’s products can present potentially significant health and safety concerns and are also under increased public and governmental scrutiny. Origin’s products are also used in a variety of applications that have specific regulatory requirements such as those relating to products that have contact with food or are used for medical applications.

Accordingly, Origin’s operations are subject to environmental, health and safety laws and regulations at the international, national, state and local level in multiple jurisdictions. These laws and regulations govern, among other things, air emissions, wastewater discharges, solid and hazardous waste management and disposal, occupational health and safety, including dust and noise control, site remediation programs and chemical use and management. Many of these laws and regulations have become more stringent over time and the costs of compliance with these requirements may increase, including costs associated with any necessary capital investments. In addition, Origin’s plants will require operating permits that are subject to renewal and, in some circumstances, revocation. The necessary permits may not be issued or continue in effect, and renewals of any issued permits may contain significant new requirements or restrictions. The nature of the specialty chemicals industry exposes Origin to risks of liability due to the use, production, management, storage, transportation and sale of materials that are heavily regulated or hazardous and can cause contamination or personal injury or damage if released into the environment.

Compliance with environmental laws and regulations generally increases the costs of transportation and storage of raw materials and finished products, as well as the costs of storage and disposal of wastes. Origin may incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in Origin’s operations for violations arising under environmental laws, regulations or permit requirements.

In addition, the market for bioplastics is heavily influenced by applicable federal, state and local government laws, regulations and policies as well as public perception. Changes in these laws, regulations and policies or how these laws, regulations and policies are implemented and enforced could cause the demand for bioplastics to decline and deter investment in the research and development of bioplastics. Concerns associated with bioplastics, including land usage, national security interests, deforestation, food crop usage and other environmental concerns, continue to receive legislative, industry and public attention. This attention could result in future legislation, regulation and/or administrative action that could adversely affect Origin’s business.

Furthermore, various petrochemical products, including plastics, have faced increased public scrutiny due to negative coverage of plastic waste in the environment, which has resulted in local, state, federal and foreign governments proposing and in some cases approving, restrictions or bans on the manufacture, consumption and disposal of certain petrochemical products. Although Origin’s products are intended to replace petrochemical products, increased regulation on the use of such products or other products in the specialty chemicals industry, whatever their scope or form, could increase Origin’s costs of production, impact overall consumption of Origin’s products or result in misdirected negative publicity. Any inability to address these requirements and any regulatory or policy changes could harm Origin’s business, financial condition and results of operations.

 

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Origin is subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. Origin could face criminal liability and other serious consequences for violations, which would harm Origin’s business.

Origin is subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector. Origin can also be held liable for the corrupt or other illegal activities of Origin’s employees, agents, contractors and other collaborators, even if Origin does not explicitly authorize or have actual knowledge of such activities. Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

Origin’s operating plan may require Origin to source feedstock and supplies internationally, and foreign currency exchange rate fluctuations and changes to international trade agreements, tariffs, import and excise duties, taxes or other governmental rules and regulations could adversely affect Origin’s business, financial condition, results of operations and prospects.

Origin’s expansion model is global and Origin will need to source feedstock from suppliers around the world. In particular, Origin’s manufacturing process uses local timber and forest residues as Origin’s primary raw materials, which must be sourced locally. For the Origin 1 plant, this means Origin will need to source feedstock from Canadian suppliers. The U.S. federal government or other governmental bodies may propose changes to international trade agreements, tariffs, taxes and other government rules and regulations. If foreign currency exchange rates fluctuate or any restrictions or significant increases in costs or tariffs are imposed related to feedstock sourced to Origin’s plants as a result of amendments to existing trade agreements or otherwise, this may increase Origin’s supply and shipping costs, resulting in potential decreased margins. Origin may expand its operations to countries with unstable governments that are subject to instability, corruption, changes in rules and regulations and other potential uncertainties that could harm Origin’s business, financial condition, results of operations and prospects. The extent to which Origin’s margins could decrease in response to any future tariffs is uncertain. Origin continues to evaluate the impact of trade agreements, as well as foreign currency exchange rate fluctuations and other recent changes in foreign trade policy on Origin’s supply chain, costs, sales and profitability. In addition, COVID-19 has resulted in increased travel restrictions and the extended shutdown of certain businesses throughout the world. The impact of COVID-19 on Origin’s business is uncertain at this time and will depend on future developments; however, prolonged closures in Canada, Europe, Asia and elsewhere may disrupt the operations of certain feedstock suppliers, which could, in turn, negatively impact Origin’s business, financial condition, results of operations and prospects.

Risks Related to Origin’s Intellectual Property

Origin’s business relies on proprietary information and other intellectual property, and Origin’s failure to protect its intellectual property rights could harm its competitive advantages with respect to the use, manufacturing, sale or other commercialization of Origin’s processes, technologies and products, which may have an adverse effect on Origin’s results of operations and financial condition.

Origin intends to make significant capital investments into the research and development of proprietary information and other intellectual property as Origin develops, improves and scales its processes, technologies and products, and failure to fund and make these investments, or underperformance of the technology funded by these investments, could severely impact Origin’s business, financial condition, results of operations and prospects.

If Origin fails to adequately protect Origin’s intellectual property rights, such failure could result in the reduction or loss of Origin’s competitive advantage. Origin may be unable to prevent third parties from using Origin’s

 

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proprietary information and other intellectual property without Origin’s authorization or from independently developing proprietary information and other intellectual property that is similar to Origin’s, particularly in those countries where the laws do not protect Origin’s proprietary rights to the same degree as in the U.S or those countries where Origin does not have intellectual property rights protection. The use of Origin’s proprietary information and other intellectual property by others could reduce or eliminate competitive advantages that Origin has developed, potentially causing Origin to lose sales or actual or potential customers, or otherwise harm Origin’s business. If it becomes necessary for Origin to litigate to protect these rights, any proceedings could be burdensome and costly, could result in counterclaims challenging Origin’s intellectual property (including validity or enforceability) or accusing Origin of infringement, and Origin may not prevail.

Origin’s patent applications and issued patents may be practiced by third parties without Origin’s knowledge. Origin’s competitors may also attempt to design around Origin’s patents or copy or otherwise obtain and use Origin’s proprietary information and other intellectual property. Moreover, Origin’s competitors may already hold or have applied for patents in the U.S. or abroad that, if enforced, could possibly prevail over Origin’s patent rights or otherwise limit Origin’s ability to manufacture, sell or otherwise commercialize one or more of Origin’s products in the U.S. or abroad. With respect to Origin’s pending patent applications, Origin may not be successful in securing issued patents, or the claims of such patents may be narrowed, any of which may limit Origin’s ability to protect inventions that these applications were intended to cover, which could harm Origin’s ability to prevent others from exploiting Origin’s technologies and commercializing products similar to Origin’s products. In addition, the expiration of a patent can result in increased competition with consequent erosion of profit margins.

The applicable governmental authorities may not approve Origin’s pending service mark and trademark applications. A failure to obtain trademark registrations in the U.S. and in other countries could limit Origin’s ability to obtain and retain Origin’s trademarks in those jurisdictions. Moreover, third parties may seek to oppose Origin’s applications or otherwise challenge the resulting registrations. In the event that Origin’s trademarks are not approved or are successfully challenged by third parties, Origin could be forced to rebrand its products, which could result in loss of brand recognition and could require Origin to devote significant resources to rebranding and advertising and marketing new brands.

The failure of Origin’s patents, trademarks, trade secrets, or confidentiality agreements to protect Origin’s proprietary information and other intellectual property, including its processes, apparatuses, technology, trade secrets, trade names and proprietary manufacturing expertise, methods and compounds, could have a material adverse effect on Origin’s business and results of operations.

Some of Origin’s intellectual property has been or will be discovered, conceived or developed through research funded by the Canadian government and thus may be subject to federal regulations providing for certain rights for the Canadian government or imposing certain obligations on Origin, such as limitations on exploiting such intellectual property outside of Canada. Compliance with such regulations may limit Origin’s exclusive rights and ability to commercialize its products and technology outside of Canada.

Origin may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs (including indemnification of third parties or costly licensing arrangements, if licenses are available at all) and limit Origin’s ability to use certain key technologies in the future or require development of non-infringing products or technologies, which may cause Origin to incur significant unexpected costs, prevent Origin from commercializing its products and otherwise harm its business.

The various bioindustrial markets in which Origin plans to operate are subject to frequent and extensive litigation regarding patents, trade secrets and other intellectual property rights. Many of Origin’s competitors have a substantial amount of intellectual property. Origin cannot guarantee that Origin’s processes and products do not and will not infringe issued patents (whether present or future) or other intellectual property rights belonging to others.

 

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From time to time, Origin opposes third-party patents that Origin considers overbroad or otherwise invalid in order to maintain the necessary freedom to operate fully in Origin’s various business lines without the risk of being sued for patent infringement. If, however, the oppositions are unsuccessful, Origin could be liable for infringement or have to take other remedial or curative actions to continue Origin’s manufacturing and sales activities with respect to one or more products.

Origin may also be subject to legal proceedings and claims in the ordinary course of Origin’s business, including claims of alleged infringement or misappropriation of the patents, trademarks, trade secrets and other intellectual property rights of third parties by Origin or its licensees in connection with their use of Origin’s products. Intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could divert Origin’s management’s attention from operating Origin’s business.

If Origin were to discover that Origin’s processes, technologies or products infringe or misappropriate the valid intellectual property rights of others, Origin might need to obtain licenses from these parties or substantially re-engineer Origin’s processes, technologies or products in order to avoid infringement. Origin may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer Origin’s processes, technologies or products successfully. Moreover, if Origin or Origin’s licensees are sued for infringement or misappropriation and lose, Origin could be required to pay substantial damages, indemnify Origin’s licensees and/or be enjoined from using or selling the infringing processes, technologies or products. If Origin incurs significant costs to litigate infringement or misappropriation claims or to obtain licenses, or if Origin’s inability to obtain required licenses prevents Origin from using or selling Origin’s processes, technologies or products, it could have a material adverse effect on Origin’s business and results of operations.

Origin relies on trade secrets to protect its technology, and Origin’s failure to maintain trade secret protection could limit its ability to compete.

Origin relies on trade secrets to protect some of its technology and proprietary information, especially where Origin believes patent protection is not appropriate or obtainable. However, trade secrets can be difficult to protect. The misappropriation or other compromise of Origin’s trade secrets may lead to a reduction or loss of Origin’s competitive advantages resulting from such trade secrets. Further, litigating a claim that a third party had misappropriated Origin’s trade secrets would be expensive and time consuming, and the outcome would be unpredictable. Moreover, if Origin’s competitors independently develop similar knowledge, methods and know-how, it will be difficult for Origin to enforce Origin’s rights and Origin’s business could be harmed.

Origin’s confidentiality agreements could be breached or may not provide meaningful protection for Origin’s trade secrets or proprietary manufacturing expertise. Adequate remedies may not be available in the event of an unauthorized use or disclosure of Origin’s trade secrets and manufacturing expertise. Violations by others of Origin’s confidentiality agreements and the loss of employees who have specialized knowledge and expertise could harm Origin’s competitive position resulting from the exclusive nature of such knowledge and expertise and cause Origin’s sales and operating results to decline as a result of increased competition. In addition, others may obtain knowledge of Origin’s trade secrets through independent development or other access by legal means.

Other Risks Related to Origin’s Business

Origin’s management has limited experience in operating a public company.

Origin’s executive officers and directors have limited experience in the management of a publicly traded company subject to significant regulatory oversight and reporting obligations under federal securities laws. Origin’s management team may not successfully or effectively manage Origin’s transition to a public company following the Business Combination. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of

 

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their time may be devoted to these activities which will result in less time being devoted to Origin’s management and growth. Origin may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. It is possible that the Combined Company will be required to expand its employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods.

Origin is dependent on management and key personnel, and Origin’s business would suffer if Origin fails to retain Origin’s key personnel and attract additional highly skilled employees.

Origin’s success depends on the specialized skills of Origin’s management team and key operating personnel. This may present particular challenges as Origin operates in a highly specialized industry sector, which may make replacement of Origin’s management team and key operating personnel difficult. A loss of Origin’s managers or key employees, or their failure to satisfactorily perform their responsibilities, could have an adverse effect on Origin’s business, financial condition, results of operations and prospects.

Origin’s future success will depend on Origin’s ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of Origin’s organization, particularly research and development, recycling technology, operations and sales. Trained and experienced personnel are in high demand and may be in short supply. Many of the companies that Origin competes with for experienced employees have greater resources than Origin and may be able to offer more attractive terms of employment. In addition, Origin invests significant time and expense in training employees, which increases their value to competitors that may seek to recruit them. Origin may not be able to attract, develop and maintain the skilled workforce necessary to operate Origin’s business, and labor expenses may increase as a result of a shortage in the supply of qualified personnel, which will negatively impact Origin’s business, financial condition, results of operations and prospects.

While Artius and Origin work to complete the Business Combination, management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources at Artius and Origin. The diversion of management’s attention and any difficulties encountered in the transition process could harm the Combined Company’s business financial condition, results of operations and prospects. In addition, uncertainty about the effect of the Business Combination on Origin’s systems, employees, customers, partners and other third parties, including regulators, may have an adverse effect on the Combined Company. These uncertainties may impair the Combined Company’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.

If Origin experiences a significant disruption in Origin’s information technology systems, including security breaches, or if Origin fails to implement new systems and software successfully, Origin’s business operations and financial condition could be adversely affected.

Origin depends on information technology systems to, among other functions, control Origin’s manufacturing processes, process orders and invoices, collect and make payments, interact with customers and suppliers, manage inventory and otherwise conduct Origin’s business. Origin also depends on these systems to respond to customer inquiries, contribute to Origin’s overall internal control processes, maintain records of Origin’s property, plant and equipment and record and pay amounts due to vendors and other creditors. The failure of Origin’s information technology systems to perform as Origin anticipates could disrupt Origin’s business and could result in transaction errors, processing inefficiencies and the loss of sales and customers. As Origin implements planned upgrades or changes to systems, Origin may also experience interruptions in service, loss of data or reduced functionality and other unforeseen material issues which could adversely impact its ability to provide quotes, take customer orders and otherwise run its business in a timely manner. In addition, if Origin’s new systems fail to provide accurate and increased visibility into pricing and cost structures, it may be difficult to

 

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improve or maximize Origin’s profit margins. As a result, Origin’s results of operations could be adversely affected.

In addition, cyber-attacks or security breaches could compromise confidential, business critical information, cause a disruption in Origin’s operations or harm Origin’s reputation. Origin’s information technology systems are subject to potential disruptions, including significant network or power outages, cyberattacks, computer viruses, other malicious codes and/or unauthorized access attempts, any of which, if successful, could result in data leaks or otherwise compromise Origin’s confidential or proprietary information and disrupt Origin’s operations. Despite Origin’s efforts to protect sensitive information and comply with and implement data security measures, there can be no assurance that any controls and procedures that Origin has in place will be sufficient to protect Origin. Further, as cyber threats are continually evolving, Origin’s controls and procedures may become inadequate and Origin may be required to devote additional resources to modify or enhance Origin’s systems in the future. Origin may also be required to expend resources to remediate cyber-related incidents or to enhance and strengthen Origin’s cyber security. Any such disruptions to Origin’s information technology systems, breaches or compromises of data, and/or misappropriation of information could result in violation of privacy and other laws, litigation, fines, negative publicity, lost sales or business delays, any of which could have a material adverse effect on Origin’s business, financial condition or results of operations.

Risks Related to Artius and the Business Combination

Our Initial Stockholders have agreed to vote in favor of the Business Combination described in this proxy statement/prospectus, regardless of how our Public Shareholders vote.

Unlike many other blank check companies in which the founders agree to vote their Founder Shares in accordance with the majority of the votes cast by the holders of ordinary shares in connection with an initial business combination, our Initial Stockholders have agreed to vote any Artius Ordinary Shares owned by them in favor of the Transaction Proposal. As of the date hereof, our Initial Stockholders own shares equal to 20% of our issued and outstanding ordinary shares. Accordingly, it is more likely that the necessary shareholder approval will be received for the Business Combination than would be the case if our Initial Stockholders agreed to vote any Artius Ordinary Shares owned by them in accordance with the majority of the votes cast by our Public Shareholders.

Our Sponsor, certain members of our Board and our officers have interests in the Business Combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the Transaction Proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering our Board’s recommendation that our shareholders vote in favor of the approval of the Transaction Proposal, our shareholders should be aware that our directors and officers have interests in the Business Combination that may be different from, or in addition to, the interests of our shareholders. These interests include:

 

   

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a shareholder vote to approve a proposed initial business combination;

 

   

the fact that the Sponsor holds an aggregate of 18,112,500 Founder Shares, which will be worthless if a business combination is not consummated by July 16, 2022;

 

   

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business combination by July 16, 2022;

 

   

the fact that our Sponsor paid an aggregate of approximately $16,990,000 for its 11,326,667 Private Warrants to purchase Artius Ordinary Shares and that such Private Warrants will expire worthless if a business combination is not consummated by July 16, 2022;

 

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the continued right of our Sponsor to hold Combined Company Common Stock and the shares of Combined Company Common Stock to be issued to our Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods;

 

   

if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

 

   

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance following the closing of the Business Combination;

 

   

the fact that in connection with the consummation of the Business Combination, Artius, the Sponsor and certain existing equityholders of Origin will enter into the Investor Rights Agreement, pursuant to which the Sponsor and signatory stockholders of Origin and their permitted transferees will be entitled to, among other things, customary registration rights, including demand, piggy-back and shelf registration rights;

 

   

the fact that concurrently with the execution and delivery of the Merger Agreement, we have entered into the Sponsor Letter Agreement with the Sponsor, pursuant to which the Sponsor has agreed to (i) vote all of its Artius Class B Ordinary Shares in favor of the Business Combination and certain other matters, (ii) certain restrictions on the Sponsor Vesting Shares, and (iii) to pay or cause to be paid to Origin on the date of the Closing the amount of any excess Artius Transaction Expenses as determined in accordance with the procedures in the Merger Agreement, in each case upon the terms and subject to the conditions set forth therein;

 

   

the fact that our Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by July 16, 2022; and

 

   

the fact that the holders of Founder Shares, Private Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Artius Ordinary Shares issuable upon the exercise of the Private Warrants and warrants that may be issued upon conversion of working capital loans), are entitled to registration rights pursuant to a registration rights agreement, which requires us to register a sale of any of our securities held by them prior to the consummation of our initial business combination.

Our Sponsor, directors or officers or their affiliates may elect to purchase shares from Public Shareholders, which may influence a vote on a proposed Business Combination and the other proposals described in this proxy statement/prospectus and reduce the public “float” of Artius Common Stock.

Our Sponsor, directors or officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy closing conditions in the Merger Agreement regarding required amounts in the Trust Account where it appears that such requirements would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

 

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In addition, if such purchases are made, the public “float” of Artius Common Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for Artius Common Stock.

Our Public Shareholders will experience dilution as a consequence of, among other transactions, the issuance of Combined Company Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current shareholders have on the management of the Combined Company.

The issuance of Combined Company Common Stock in the Business Combination will dilute the equity interest of our existing shareholders and may adversely affect prevailing market prices for our Public Shares and/or Public Warrants.

It is anticipated that, upon completion of the Business Combination and based on the assumptions set forth in the below paragraph: (i) our Public Shareholders will retain an ownership interest of approximately 39.3% in the Combined Company; (ii) our Initial Stockholders will own approximately 7.4% of the Combined Company; (iii) the Origin Equityholders will own approximately 42.4% of the Combined Company; and (iv) PIPE Investors will own approximately 10.9% of the Combined Company.

The foregoing percentages are calculated inclusive of the Rollover Options and assume (i) no exercise of redemption rights by our Public Shareholders and (ii) no inclusion of any Public Shares issuable upon the exercise of Artius Warrants. If the actual facts are different than these assumptions, the percentage ownership retained by Artius’s existing shareholders in the Combined Company will be different. For more information, please see the sections entitled “Summary-Impact of the Business Combination on Artius’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”

We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by July 16, 2022. If we are unable to effect an initial business combination by July 16, 2022, we may be forced to liquidate and our warrants may expire worthless.

We are a special purpose acquisition company, and as we have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by July 16, 2022. Unless we amend the A&R Memorandum and Articles to extend the life of Artius and certain other agreements into which we have entered, if we do not complete an initial business combination by July 16, 2022, we will: (i) cease all operations except for the purpose of winding up; (ii) 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 and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Public Unit in the Artius IPO. In addition, if we fail to complete an initial business combination by July 16, 2022, there will be no redemption rights or liquidating distributions with respect to our Public Warrants or the Private Warrants, which will expire worthless. We expect to consummate the Business Combination and do not intend to take any action to extend the life of Artius beyond July 16, 2022 if we are unable to effect an initial business combination by that date.

 

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Even if we consummate the Business Combination, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless and the terms of the Public Warrants may be amended.

The exercise price for the Public Warrants is $11.50 per share of Artius Ordinary Shares. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless.

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, including the key personnel of Origin whom we expect to stay with the Surviving Company. The loss of key personnel could negatively impact the operations and profitability of the Combined Company and its financial condition could suffer as a result.

Our ability to successfully effect the Business Combination is dependent upon the efforts of our key personnel, including the key personnel of Origin. Although some of our key personnel may remain with the Combined Company or the Surviving Company, as applicable, in senior management or advisory positions following the Business Combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of the business of the Combined Company.

Origin’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. The departure of certain of Origin’s officers could have a material adverse effect on Origin’s business, financial condition, or operating results. The services of such personnel may not continue to be available to the Surviving Company.

We may waive one or more of the conditions to the Business Combination.

We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Business Combination, to the extent permitted by the A&R Memorandum and Articles and applicable laws. If our Board determines that a failure to satisfy the condition is not material, then our Board may elect to waive that condition and close the Business Combination. We may not waive the condition that our shareholders approve the Business Combination. Please see the section entitled “The Business Combination—Conditions to Closing of the Business Combination” for additional information.

The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of our shareholders.

In the period leading up to the closing of the Business Combination, other events may occur that, pursuant to the Merger Agreement, would require us to agree to amend the Merger Agreement, to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of Origin’s business, a request by Origin to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Origin’s business and would entitle us to terminate the Merger Agreement. In any of such circumstances, it would be in our discretion, acting through our Board, to grant our consent or waive our rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for Artius and our shareholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, we do not believe there will be any changes or waivers that our directors and officers would be likely to make after shareholder approval of the Business Combination has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the shareholders, we will be required to circulate a new or amended proxy

 

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statement/prospectus or supplement thereto and resolicit the vote of our shareholders with respect to the Transaction Proposal.

We and Origin will incur significant transaction and transition costs in connection with the Business Combination.

We and Origin have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. We and Origin may also incur additional costs to retain key employees. All expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs or paid by us following the closing of the Business Combination.

Our transaction expenses as a result of the Business Combination are currently estimated at approximately $62 million, including the Deferred Discount. The amount of the Deferred Discount will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the Deferred Discount and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the Deferred Discount.

If we are unable to complete an initial business combination, our Public Shareholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against us that our Sponsor is unable to indemnify), and our warrants will expire worthless.

If we are unable to complete an initial business combination by July 16, 2022, our Public Shareholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third-party brings a claim against us that our Sponsor is unable to indemnify (as described herein)) and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waive any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of our Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee

 

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that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriter of the Artius IPO against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of Artius. We have not asked our Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share or (ii) other than due to the failure to obtain a waiver to seek access to the Trust Account, such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine a favorable outcome is unlikely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in our Trust Account available for distribution to our Public Shareholders may be reduced below $10.00 per share.

 

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If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy, insolvency or winding-up law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Subsequent to our completion of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our shares price, which could cause you to lose some or all of your investment.

Although we have conducted due diligence on Origin, we cannot assure you that this diligence will surface all material issues that may be present in Origin’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Origin’s business and outside of our and Origin’s control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. Accordingly, any of our shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

We have no operating or financial history and our results of operations and those of the Combined Company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

We are a special purpose acquisition company and we have no operating history and no revenues. This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the Combined Company. The unaudited pro forma condensed combined statement of operations of the Combined Company combines our historical unaudited results of operations for the three months ended March 31, 2021 and our audited results of operations for the year ended December 31, 2020, with the historical unaudited results of operations of Origin for the three months ended March 31, 2021 and the audited results of operations of Origin for the year ended December 31, 2020, respectively, and gives pro forma effect to the Business Combination as if it had been consummated on January 1, 2020.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the Combined Company. Accordingly, the Combined Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

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Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States and other jurisdictions, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

   

expected timing and amount of the release of any tax valuation allowances;

 

   

tax effects of stock-based compensation;

 

   

costs related to intercompany restructurings;

 

   

changes in tax laws, regulations or interpretations thereof; or

 

   

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

Following the Business Combination, the price of our securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for our securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of our securities following the closing of the Business Combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities prior to the closing of the Business Combination may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which our shareholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Immediately prior to the Business Combination, there has not been a public market for Origin’s stock. Accordingly, the valuation ascribed to Origin and Artius securities in the Business Combination may not be indicative of the price of the Combined Company that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

 

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Factors affecting the trading price of the Combined Company’s securities following the Business Combination may include:

 

   

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

 

   

changes in the market’s expectations about our operating results;

 

   

the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

 

   

speculation in the press or investment community;

 

   

success of competitors;

 

   

our operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

   

changes in financial estimates and recommendations by securities analysts concerning the Combined Company or the market in general;

 

   

operating and stock price performance of other companies that investors deem comparable to the Combined Company;

 

   

our ability to market new and enhanced products on a timely basis;

 

   

changes in laws and regulations affecting our business;

 

   

commencement of, or involvement in, litigation involving the Combined Company;

 

   

changes in the Combined Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of shares of our Combined Company Common Stock available for public sale;

 

   

any major change in the board of directors of the Combined Company or management;

 

   

sales of substantial amounts of Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur;

 

   

the realization of any of the risk factors presented in this proxy statement/prospectus;

 

   

additions or departures of key personnel;

 

   

failure to comply with the requirements of Nasdaq;

 

   

failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

 

   

actual, potential or perceived control, accounting or reporting problems;

 

   

changes in accounting principles, policies and guidelines; and

 

   

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and health epidemics and pandemics (including the ongoing COVID-19 public health emergency), acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the Combined Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

 

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In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Past performance by our Sponsor, Artius Acquisition Partners LLC, and by our management team may not be indicative of future performance of an investment in Artius or the Combined Company.

Past performance by Artius Acquisition Partners LLC and by our management team is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of Artius Acquisition Partners LLC or our management team’s performance as indicative of the future performance of an investment in Artius or the Combined Company or the returns Artius or the Combined Company will, or is likely to, generate going forward.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of the Combinced Company Common Stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of Combined Company Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Combined Company Common Stock. Following the closing of the Business Combination, our Initial Stockholders will hold approximately 7.4% of Combined Company Common Stock. In addition, the holders of Founder Shares, Private Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Artius Stock issuable upon the exercise of the Private Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement, to require us to register a sale of any of our securities held by them prior to the consummation of our initial business combination. In addition, at the closing of the Business Combination, the Registration Rights Holders will enter into the Investor Rights Agreement, pursuant to which the Sponsor and signatory stockholders of Origin and their permitted transferees will be entitled to, among other things, customary registration rights, including demand, piggy-back and shelf registration rights. In addition, concurrently with the execution and delivery of the Merger Agreement, we have entered into the Sponsor Letter Agreement with the Sponsor, pursuant to which the Sponsor has agreed to (i) vote all of its Class B ordinary shares in favor of the Business Combination and certain other matters, (ii) certain restrictions on the Sponsor Vesting Shares, and (iii) to pay or cause to be paid to Origin on the date of the Closing the amount of any excess Artius Transaction Expenses as determined in accordance with the procedures in the Merger Agreement, in each case upon the terms and subject to the conditions set forth therein. In addition, concurrently with the execution and delivery of the Merger Agreement, the Sponsor entered into the Lock-Up Agreement pursuant to which the Sponsor agreed that, with certain limited exceptions, the Artius securities held by the Sponsor may not be transferred until the earliest to occur of (i) 365 days after the date of the Closing; (ii) the first day after the date on which the closing price of the Combined Company Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Closing; or (iii) the date on which Artius completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Artius’s public stockholders having the right to exchange their Combined Company Common Stock for cash, securities or other property. In addition, given that the lock-up period on the Founder Shares is potentially shorter than most other blank check companies, these shares may become registered and available for sale sooner than Founder Shares in such other companies.

We may be unable to obtain additional financing to fund the operations and growth of the Combined Company.

We may require additional financing to fund the operations or growth of the Combined Company. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the

 

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Combined Company. None of our officers, directors or stockholders is required to provide any financing to us in connection with or following the closing of the Business Combination.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

We are subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, we are required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

We have not registered the shares of Artius Common Stock issuable upon exercise of the Public Warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise Public Warrants, thus precluding such investor from being able to exercise its Public Warrants except on a cashless basis and potentially causing such Public Warrants to expire worthless.

If the issuance of the Artius Common Stock upon exercise of the Public Warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of Public Warrants will not be entitled to exercise such Public Warrants and such Public Warrants may have no value and expire worthless. In such event, holders who acquired their Public Warrants as part of a purchase of units will have paid the full unit purchase price solely for the Artius Common Stock included in the units.

We are not registering the Artius Common Stock issuable upon exercise of the Public Warrants under the Securities Act or any state securities laws at this time. However, under the terms of the Company Warrant Agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Combined Company Common Stock issuable upon exercise of the Public Warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Combined Company Common Stock issuable upon exercise of the Public Warrants until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the shares of Combined Company Common Stock issuable upon exercise of the Public Warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of Public Warrants who seek to exercise their Public Warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In no event will Public Warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.

If our shares of Combined Company Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of Public Warrants who seek to

 

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exercise their Public Warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the Public Warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the Public Warrants under applicable state securities laws to the extent an exemption is not available.

In no event will we be required to net cash settle any Public Warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the Public Warrants in the event that we are unable to register or qualify the shares underlying the Public Warrants under the Securities Act or applicable state securities laws.

We may amend the terms of the Public Warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then-outstanding Public Warrants. As a result, the exercise price of a holder’s Public Warrants could be increased, the exercise period could be shortened and the number of shares of our Common Stock purchasable upon exercise of a Public Warrant could be decreased, all without the approval of that warrant holder.

Our Public Warrants were issued in registered form under the Continental Warrant Agreement. The Continental Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 65% of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period or decrease the number of shares of Combined Company Common Stock purchasable upon exercise of a Public Warrant.

We may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their Public Warrants worthless.

We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant; provided that the last reported sales price of Artius Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrant holders and provided certain other conditions are met. If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force the warrant holders: (i) to exercise their Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so; (ii) to sell their Public Warrants at the then-current market price when they might otherwise wish to hold their Public Warrants; or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of their Public Warrants. None of the Private Warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

Because each Public Unit contains one-third of one Public Warrant and only a whole Public Warrant may be exercised, the Public Units may be worth less than Public Units of other blank check companies.

Each Public Unit contains one-third of one Public Warrant. Because, pursuant to the Continental Warrant Agreement, the Public Warrants may only be exercised for a whole number of shares, only a whole Public Warrant may be exercised at any given time. This is different from other offerings similar to ours whose public

 

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units include one share of common stock and one public warrant to purchase one whole share. We have established the components of the Public Units in this way in order to reduce the dilutive effect of the Public Warrants upon completion of an initial business combination since the Public Warrants will be exercisable in the aggregate for one-third of the number of shares compared to Public Units that each contain a Public Warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our Public Units to be worth less than if they included a Public Warrant to purchase one whole share.

Warrants will become exercisable for Artius Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

We issued Public Warrants to purchase 24,150,000 Artius Ordinary Shares as part of the Artius IPO and, on the IPO Closing Date, we issued Private Warrants to our Sponsor to purchase 11,326,667 Artius Ordinary Shares, in each case at $11.50 per share. In addition, prior to consummating an initial business combination, nothing prevents us from issuing additional securities in a private placement so long as they do not participate in any manner in the Trust Account or vote as a class with the Artius Ordinary Shares on an initial business combination. The Artius Ordinary Shares issued upon exercise of our warrants will result in dilution to our then existing holders of Artius Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of Artius Ordinary Shares.

The Private Warrants are identical to the Public Warrants sold as part of the Public Units issued in the Artius IPO except that, so long as they are held by our Sponsor or its permitted transferees: (i) they will not be redeemable by us; (ii) they (including the Combined Company Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until the earliest to occur of (A) 365 days after the date of the Closing, (B) the first day after the date on which the closing price of the Combined Company Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Closing, or (C) the date on which Artius completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Artius’s public stockholders having the right to exchange their Combined Company Common Stock for cash, securities or other property; (iii) they may be exercised by the holders on a cashless basis; and (iv) are subject to registration rights.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties under Cayman Islands law to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.

 

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If, after we distribute the proceeds in the Trust Account to the Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our Board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to the Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

The restatement of our financial statements may lead to additional risks and uncertainties, including regulatory, stockholder or other actions, loss of investor confidence and negative impacts on our stock price.

On April 25, 2021, Artius determined that its financial statements as of and for the periods ended July 16, 2020, September 30, 2020 and December 31, 2020 included in Artius’s current report on Form 8-K, quarterly report on Form 10-Q, and annual report on Form 10-K filed with the SEC on July 22, 2020, October 28, 2020 and March 5, 2021, respectively (collectively, the “Original Financial Statements”) should no longer be relied upon. As a result of the restatement, we have become subject to a number of additional costs and risks, including unanticipated costs for accounting and legal fees in connection with or related to the restatement and the remediation of our ineffective disclosure controls and procedures and material weakness in internal control over financial reporting. Likewise, the attention of our management team has been diverted by these efforts. In addition, we could also be subject to additional stockholder, governmental, regulatory or other actions or demands in connection with the restatement. Any such proceedings will, regardless of the outcome, consume a significant amount of management’s time and attention and may result in additional legal, accounting, insurance and other costs. If we do not prevail in any such proceedings, we could be required to pay damages or settlement costs. In addition, the restatement and related matters could impair our reputation or could cause our customers, stockholders, or other counterparties to lose confidence in us. Any of these occurrences could have a material adverse effect on our business, results of operations, financial condition and stock price.

Our management has identified material weaknesses in our internal control over financial reporting that, if not remediated, may not allow Artius to report its financial condition or results of operations accurately or timely.

To comply with the requirements of being a public company, the Combined Company will be required to provide attestation on internal controls, and we may need to undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or internal audit staff. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Origin as a privately-held company. Further, as an emerging growth company, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 until the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which the controls of the Combined Company are documented, designed or operating.

In connection with the restatement of the Original Financial Statements, Artius’s management identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies in internal controls over financial reporting that results in a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

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We are implementing remedial measures that we believe will effectively remedy the material weakness as more fully described in Part II, Item 9A, Controls and Procedures, of our Annual Report on Form 10-K/A, filed with the SEC on May 3, 2021. If we are unable to remediate the material weakness timely and sufficiently, or are otherwise unable to maintain effective internal controls over financial reporting, we could suffer future material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could harm our operating results and lead to a decline in our stock price. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject regulatory investigations, civil or criminal sanctions and class action litigation.

Risks Related to Ownership of the Combined Company’s Shares

The Combined Company’s Certificate of Incorporation will provide, subject to limited exceptions, that the Delaware Court of Chancery will be the sole and exclusive forum for certain stockholder litigation matters, which could limit its stockholders’ ability to obtain a chosen judicial forum for disputes with the Combined Company or its directors, officers, employees or stockholders.

The Combined Company’s Certificate of Incorporation will require, to the fullest extent permitted by law, that derivative actions brought in the Combined Company’s name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought in the Delaware Court of Chancery or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of the Combined Company’s capital stock shall be deemed to have notice of and consented to the forum provisions in the Combined Company’s Certificate of Incorporation. In addition, the Combined Company’s Certificate of Incorporation will provide that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with the Combined Company or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Combined Company’s Certificate of Incorporation to be inapplicable or unenforceable in an action, the Combined Company may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

The Combined Company’s charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of the Combined Company’s stock.

The Combined Company’s Certificate of Incorporation and Bylaws, to be in effect upon the closing of the Business Combination, will contain provisions that could delay or prevent a change in control of the Combined Company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions include:

 

   

initially providing for a classified board of directors with staggered, three-year terms;

 

   

authorizing its board of directors to issue Preferred Stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control;

 

   

prohibiting cumulative voting in the election of directors;

 

   

providing that vacancies on its board of directors may generally be filled only by a majority of directors then in office, even though less than a quorum;

 

   

prohibiting the adoption, amendment or repeal of the Bylaws or the repeal of the provisions of its Certificate of Incorporation to be in effect upon the closing of the Business Combination regarding the election and removal of directors without the required approval of at least two-thirds of the shares entitled to vote at an election of directors;

 

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prohibiting stockholder action by written consent;

 

   

limiting the persons who may call special meetings of stockholders; and

 

   

requiring advance notification of stockholder nominations and proposals.

These provisions may frustrate or prevent any attempts by the Combined Company stockholders to replace or remove its current management by making it more difficult for stockholders to replace members of the Combined Company’s board of directors, which is responsible for appointing the members of its management. In addition, the provisions of Section 203 of the DGCL will govern the Combined Company. These provisions may prohibit large stockholders, in particular those owning 15% or more of the Combined Company’s outstanding voting stock, from merging or combining with the Combined Company for a certain period of time without the consent of its board of directors.

These and other provisions in the Combined Company’s Certificate of Incorporation and its Bylaws to be in effect upon the closing of the Business Combination and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of Combined Company Common Stock and result in the market price of Combined Company Common Stock being lower than it would be without these provisions. For more information, see the section of this proxy statement/prospectus captioned “Description of Securities—Anti-Takeover Provisions.”

Claims for indemnification by the Combined Company’s directors and officers may reduce the Combined Company’s available funds to satisfy successful third-party claims against the Combined Company and may reduce the amount of money available to the Combined Company.

The Combined Company’s Certificate of Incorporation and Bylaws will provide that the Combined Company will indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law.

In addition, as permitted by Section 145 of the DGCL, the Bylaws and its indemnification agreements that it will enter into with its directors and officers will provide that:

 

   

the Combined Company will indemnify its directors and officers for serving the Combined Company in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

 

   

the Combined Company may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

 

   

the Combined Company will be required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

 

   

the Combined Company will not be obligated pursuant to its Bylaws to indemnify a person with respect to proceedings initiated by that person against the Combined Company or its other indemnitees, except with respect to proceedings authorized by its board of directors or brought to enforce a right to indemnification;

 

   

the rights conferred in the Bylaws are not exclusive, and the Combined Company is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

 

   

the Combined Company may not retroactively amend its Bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

 

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Following the consummation of the Business Combination, our only significant asset will be our ownership interest in Origin and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Common Stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of Origin. We and certain investors, the Origin Stockholders, and directors and officers of Origin and its affiliates will become stockholders of the Combined Company. We will depend on Origin for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to our Common Stock. The financial condition and operating requirements of Origin may limit our ability to obtain cash from Origin. The earnings from, or other available assets of, Origin may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Common Stock or satisfy our other financial obligations.

The Combined Company does not intend to pay dividends for the foreseeable future.

Origin has never declared or paid any cash dividends on its capital stock and does not intend to pay any cash dividends in the foreseeable future. The Combined Company expects to retain future earnings, if any, to fund the development and growth of its business. Any future determination to pay dividends on the Combined Company’s capital stock will be at the discretion of its board of directors. In addition, Origin’s loan agreements contain restrictions on its ability to pay dividends.

The market price and trading volume of Combined Company Common Stock may be volatile and could decline significantly following the Business Combination.

The stock markets, including Nasdaq on which we intend to list the shares of Combined Company Common Stock to be issued in the Business Combination under the symbol “ORGN,” have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for the Combined Company Common Stock following the Business Combination, the market price of Combined Company Common Stock may be volatile and could decline significantly. In addition, the trading volume in Combined Company Common Stock may fluctuate and cause significant price variations to occur. If the market price of Combined Company Common Stock declines significantly, you may be unable to resell your shares at or above the market price of Combined Company Common Stock as of the date of the consummation of the Business Combination. We cannot assure you that the market price of Combined Company Common Stock will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

 

   

the realization of any of the risk factors presented in this proxy statement/prospectus;

 

   

actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition;

 

   

additions and departures of key personnel;

 

   

failure to comply with the requirements of Nasdaq;

 

   

failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

 

   

future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities;

 

   

publication of research reports about Artius;

 

   

the performance and market valuations of other similar companies;

 

   

commencement of, or involvement in, litigation involving Origin or us;

 

   

broad disruptions in the financial markets, including sudden disruptions in the credit markets;

 

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speculation in the press or investment community;

 

   

actual, potential or perceived control, accounting or reporting problems;

 

   

changes in accounting principles, policies and guidelines; and

 

   

other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 public health emergency), natural disasters, war, acts of terrorism or responses to these events.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us.

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

Our quarterly operating results may fluctuate significantly because of several factors, including:

 

   

labor availability and costs for hourly and management personnel;

 

   

profitability of our products;

 

   

changes in interest rates;

 

   

impairment of long-lived assets;

 

   

macroeconomic conditions, both nationally and locally;

 

   

negative publicity relating to products we serve;

 

   

changes in consumer preferences and competitive conditions;

 

   

expansion to new markets; and

 

   

fluctuations in commodity prices.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendations regarding Combined Company Common Stock adversely, then the price and trading volume of Combined Company Common Stock could decline.

The trading market for our Common Stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on Artius or the Combined Company. If no securities or industry analysts commence coverage of the Combined Company, our stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Combined Company change their recommendation regarding Combined Company Common Stock adversely, or provide more favorable relative recommendations about our competitors, the price of Combined Company Common Stock would likely decline. If any analyst who may cover Artius were to cease coverage of the Combined Company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Future issuances of debt securities and equity securities may adversely affect us, including the market price of the Combined Company Common Stock and may be dilutive to existing stockholders.

In the future, we may incur debt or issue equity-ranking senior to the Combined Company Common Stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or

 

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other instrument containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of the Combined Company Common Stock. Because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result, future capital raising efforts may reduce the market price of Combined Company Common Stock and be dilutive to existing stockholders.

There can be no assurance that the Combined Company Common Stock that will be issued in connection with the Business Combination will be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination, or that we will be able to comply with the continued listing standards of Nasdaq.

Our Class A Ordinary Shares, Public Units and Public Warrants are currently listed on Nasdaq. Our continued eligibility for listing may depend on, among other things, the number of our shares that are redeemed. We intend to apply to continue the listing of our publicly-traded common stock and warrants on Nasdaq. If, following the closing of the Business Combination, Nasdaq delists the Combined Company Common Stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

 

   

a limited availability of market quotations for our securities;

 

   

reduced liquidity for our securities;

 

   

a determination that Combined Company Common Stock is a “penny stock” which will require brokers trading in Combined Company Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; or

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because the Artius Ordinary Shares, Public Units and Public Warrants are listed on Nasdaq, they are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state, other than the State of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

The Combined Company’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of its Securities.

If, after listing, the Combined Company fails to satisfy the continued listing requirements of Nasdaq such as the corporate governance requirements or the minimum share price requirement, Nasdaq may take steps to delist its securities. Such a delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, the Combined Company can provide no assurance that any action taken by it to restore compliance with listing requirements would allow its securities to become listed again, stabilize the market price or improve the liquidity of its securities, prevent its securities from dropping below the Nasdaq minimum share price requirement or prevent future non-compliance with Nasdaq’s listing requirements. Additionally, if the Combined Company’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the

 

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liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

The Combined Company will qualify as an emerging growth company as well as a smaller reporting company within the meaning of the Securities Act, and if the Combined Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make the Combined Company’s securities less attractive to investors and may make it more difficult to compare the Combined Company’s performance with other public companies.

We qualify, and following the consummation of the Business Combination, the Combined Company will qualify, as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies for as long as the Combined Company continues to be an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Combined Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the Combined Company’s stockholders may not have access to certain information they may deem important. The Combined Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of Combined Company Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which the Combined Company has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which the Combined Company has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2026. Investors may find the Combined Company’s securities less attractive because the Combined Company will rely on these exemptions. If some investors find the Combined Company’s securities less attractive as a result of its reliance on these exemptions, the trading prices of the Combined Company’s securities may be lower than they otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the Combined Company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Combined Company has elected not to opt out of such extended transition period and, therefore, the Combined Company may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. This may make comparison of its 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 accountant standards used.

Additionally, the Combined Company will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Combined Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of Common Stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of Common Stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent the Combined Company takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

 

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Risks Related to the Domestication

The Domestication may result in adverse tax consequences for holders of Artius Class A Ordinary Shares and Artius Public Warrants, including holders exercising their redemption rights with respect to the Artius Common Stock (such term to be used throughout this section “Risks Related to the Domestication” as such term is used in the section entitled “Material U.S. Federal Income Tax Considerations”).

As discussed more fully under “Material U.S. Federal Income Tax Considerations,” Artius intends for the Domestication to qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the Domestication so qualifies, and subject to the PFIC rules discussed below and under “Material U.S. Income Federal Tax Considerations—U.S. Holders—PFIC Considerations,” U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

 

   

A U.S. holder whose Artius Class A Ordinary Shares has a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our stock generally will recognize gain (but not loss) on the exchange of Artius Class A Ordinary Shares for Artius Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a dividend deemed paid by Artius the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Artius Class A Ordinary Shares provided certain other requirements are satisfied; and

 

   

A U.S. holder who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock generally will be required to include in income as a dividend deemed paid by Artius the “all earnings and profits amount” attributable to its Artius Class A Ordinary Shares as a result of the Domestication.

Artius does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

Furthermore, even in the case of a transaction, such as the Domestication, that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of Artius Class A Ordinary Shares or Artius Public Warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Artius Class A Ordinary Shares or Artius Public Warrants for the Artius Common Stock or Common Stock Public Warrants pursuant to the Domestication under the PFIC, rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging Artius Public Warrants for newly issued Common Stock Public Warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the Artius Common Stock or Common Stock Public Warrants received in the Domestication and the U.S. holder’s adjusted tax basis in the corresponding Artius Class A Ordinary Shares and Artius Public Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because Artius is a special purpose acquisition company with no current active business, it is likely that it was a PFIC for U.S. federal income tax purposes for the fiscal year ended December 31, 2020 and that it will be a PFIC in the current taxable year which ends as a result of the Domestication. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. holder of Artius Class A Ordinary Shares or Artius Public Warrants to recognize gain on the exchange of such shares or warrants for Artius Common Stock or Common Stock Public Warrants pursuant to the Domestication, unless such U.S. holder has made certain tax elections with respect to such U.S. holder’s Artius Class A Ordinary Shares. A U.S. holder cannot currently make the aforementioned elections with respect to such U.S. holder’s Artius Public Warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. holder on the undistributed earnings, if

 

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any, of Artius. It is not possibles to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations.” Each U.S. holder Artius Class A Ordinary Shares or Artius Public Warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Artius Class A Ordinary Shares and Artius Public Warrants for Artius Common Stock and Common Stock Public Warrants pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. holders (as defined in “Material U.S. Federal Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. holder’s Artius Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Tax Considerations—Effects of the Domestication on U.S. Holders.”

Risks Related to the Redemption

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which a substantial majority of our stockholders do not agree.

The A&R Memorandum and Articles do not, and after the Domestication, the Interim Certificate of Incorporation will not, provide a specified maximum redemption threshold, except that we will not redeem our Public Shares in an amount that would result in our failure to have at least $5,000,001 of net tangible assets (such that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete the Business Combination even though a substantial portion of our Public Shareholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to our Sponsor, directors or officers or their affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of Public Shares by us or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Transaction Proposal or other proposals (as described in this proxy statement/prospectus) at the Special Meeting.

In the event the aggregate cash consideration we would be required to pay for all Artius Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to us, we may not complete the Business Combination or redeem any shares, all Artius Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate initial business combination.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of our Class A Ordinary Shares issued in the Artius IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of our Class A Ordinary Shares issued in the Artius IPO.

A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Artius

 

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Class A Ordinary Shares included in the Public Units sold in the Artius IPO. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, we will require each Public Shareholder seeking to exercise redemption rights to certify to us whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to share ownership available to us at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which we make the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over our ability to consummate the Business Combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if we consummate the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the shares sold in the Artius IPO and, in order to dispose of such excess shares, would be required to sell your shares in open market transactions, potentially at a loss. We cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of our Class A Ordinary Shares will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge our determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

However, our shareholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

We can give no assurance as to the price at which a shareholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative initial business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a shareholder of Artius might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Our shareholders who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our Class A Ordinary Shares for a pro rata portion of the funds held in our Trust Account.

Public Shareholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things (i) submit a request in writing and (ii) tender their certificates to our Transfer Agent or deliver their shares to the Transfer Agent electronically through the DWAC system at least two business days prior to the Special Meeting. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and our Transfer Agent will need to act to facilitate this request. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because we do not have any control over this process or over the brokers, which we refer to as “DTC,” it may take significantly longer than two weeks to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Shareholders electing to redeem their shares will receive their pro rata portion of the Trust Account less taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination.

 

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Please see the section entitled “Special Meeting of the Shareholders of Artius in Lieu of the 2021 Annual Meeting of Artius Shareholders—Redemption Rights” for additional information on how to exercise your redemption rights.

If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite our compliance with the proxy rules, a shareholder fails to receive our proxy materials, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials that we are furnishing to holders of our Public Shares in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem Public Shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

 

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GENERAL INFORMATION

Presentation of Financial Information

This proxy statement/prospectus contains:

 

   

the unaudited consolidated financial statements of Origin as of and for the three months ended March 31, 2021, prepared in accordance with GAAP;

 

   

the unaudited financial statements of Artius as of and for the three months ended March 31, 2021, prepared in accordance with GAAP;

 

   

the audited financial statements of Artius as of and for the period from January 24, 2020 (inception) to December 31, 2020, prepared in accordance with GAAP; and

 

   

the audited consolidated financial statements of Origin as of and for the fiscal years ended December 31, 2020 and December 31, 2019, prepared in accordance with GAAP.

Unless indicated otherwise, financial data presented in this document has been taken from the audited and unaudited financial statements of Artius included in this document, and the audited and unaudited financial statements of Origin included in this document. Where information is identified as “unaudited,” it has not been subject to an audit.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement/prospectus constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements include statements about future financial and operating results of Origin; benefits of the Business Combination; statements about the plans, strategies and objectives of management for future operations of Origin; statements regarding future performance; and other statements regarding the Business Combination. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement/prospectus reflect Artius’s and Origin’s current views about the Business Combination and future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. There are no guarantees that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

 

   

changes in personnel and availability of qualified personnel;

 

   

the effects of the ongoing coronavirus (COVID-19) pandemic or other infectious diseases, health epidemics, pandemics and natural disasters on Origin’s business;

 

   

the amount and timing of future sales;

 

   

the Combined Company’s ability to secure additional project financing and government incentives;

 

   

the Combined Company’s ability to complete construction of its plants in the expected timeframe and in a cost-effective manner;

 

   

the Combined Company’s ability to procure necessary capital equipment and to produce its products in large commercial quantities;

 

   

any decline in the value of carbon credits;

 

   

increases or fluctuations in raw material costs;

 

   

possible delays in closing the Business Combination, whether due to the inability to obtain Artius shareholder or regulatory approval, litigation relating to the Business Combination or the failure to satisfy any of the conditions to closing the Business Combination, as set forth in the Merger Agreement;

 

   

any waivers of the conditions to closing the Business Combination as may be permitted in the Merger Agreement;

 

   

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the Combined Company to manage its growth and expand its business operations effectively following the consummation of the Business Combination;

 

   

whether the concentration of the Combined Company’s stock ownership and voting power limits the stockholders of the Combined Company’s ability to influence corporate matters;

 

   

the ability to obtain or maintain the listing of Combined Company Common Stock on the Nasdaq following the Business Combination; and

 

   

the increasingly competitive environment in which the Combined Company will operate.

 

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In addition, statements that “Origin believes” or “Artius believes” and similar statements reflect Origin’s or Artius’s beliefs and opinions on the relevant subject. These statements are based upon information available to Origin and Artius, as the case may be, as of the date of this prospectus/proxy statement, and while Origin or Artius, as the case may be, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

While forward-looking statements reflect Artius’s and Origin’s good faith beliefs, they are not guarantees of future performance. Except to the extent required by applicable law, Artius and Origin are under no obligation (and expressly disclaim any such obligation) to update or revise their forward-looking statements whether as a result of new information, future events, or otherwise. For a further discussion of these and other factors that could cause the Combined Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Artius and Origin (or to third parties making the forward-looking statements).

 

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SPECIAL MEETING OF THE SHAREHOLDERS OF ARTIUS IN LIEU OF THE 2021 ANNUAL MEETING OF ARTIUS SHAREHOLDERS

This proxy statement/prospectus is being provided to Artius shareholders as part of a solicitation of proxies by our Board for use at the Special Meeting of the Artius shareholders in lieu of the 2021 annual meeting of Artius shareholders to be held on June 23, 2021, and at any adjournment thereof. This proxy statement/prospectus contains important information regarding the Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement/prospectus is being first mailed on or about                 , 2021 to all shareholders of record of Artius as of May 19, 2021, the record date for the Special Meeting. Shareholders of record who owned Artius Ordinary Shares at the close of business on the record date are entitled to receive notice of, attend and vote at the Special Meeting. On the record date, there were 90,562,500 Artius Ordinary Shares outstanding.

Date, Time and Place of Special Meeting

In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Special Meeting will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, located at One Liberty Plaza, New York, NY 10006 and via live webcast at https://www.cstproxy.com/artiusacquisition/sm2021, on June 23, 2021 at 10:00 a.m. Eastern Time. The Special Meeting can be accessed by attending the offices of Cleary Gottlieb Steen & Hamilton LLP or visiting https://www.cstproxy.com/artiusacquisition/sm2021, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen only to the Special Meeting by dialing 1 888-965-8995 (toll-free within the U.S. and Canada) or +1 415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 17946965#, but please note that you cannot vote during the meeting or ask questions if you choose to participate telephonically. Please have your Control Number, which can be found on your proxy card, to join the Special Meeting via the virtual meeting platform. If you do not have a control number, please contact Continental Stock Transfer & Trust Company, the Transfer Agent.

Proposals at the Special Meeting

At the Special Meeting, Artius shareholders will vote on the following proposals:

 

  1.

Domestication Proposal—To consider and vote upon a proposal by special resolution to change the corporate structure and domicile of Artius by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware, to be effected prior to the Closing of the Business Combination (Proposal No. 1);

 

  2.

Transaction Proposal—To consider and vote upon a proposal to approve the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including, among other things, the Business Combination (Proposal No. 2);

 

  3.

Issuance Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Artius’s issued and outstanding shares of Common Stock in connection with the Business Combination (Proposal No. 3);

 

  4.

Interim Charter Proposal—To consider and vote upon a proposal to approve and adopt the proposed Interim Certificate of Incorporation to be in effect as of the Domestication and prior to the Effective Time, and the Bylaws of Artius to be in effect as of the Domestication, in the form attached hereto as Annex C and Annex D, respectively (Proposal No. 4)

 

  5.

Charter Proposal—To consider and act upon a proposal to approve and adopt the proposed Certificate of Incorporation, to be in effect at the Effective Time, in the form attached hereto as Annex E (Proposal No. 5);

 

  6.

Organizational Documents Proposals—To consider and act upon, on a non-binding advisory basis, eight separate proposals with respect to certain material differences between the Existing

 

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  Organizational Documents and the proposed Interim Certificate of Incorporation, Certificate of Incorporation and Bylaws (Proposal No. 6);

 

  7.

Equity Incentive Plan Proposal—To consider and vote upon a proposal to approve the 2021 Equity Incentive Plan, including the authorization of the initial share reserve under the 2021 Equity Incentive Plan, in the form attached hereto as Annex H (Proposal No. 7);

 

  8.

ESPP Proposal—To consider and vote upon a proposal to approve the ESPP that provides for the ability to grant stock purchase rights with respect to Combined Company Common Stock to employees of the Combined Company and its subsidiaries, in the form attached hereto as Annex I (Proposal No. 8);

 

  9.

Director Election Proposal—To consider and vote upon a proposal to elect nine directors to serve staggered terms on the board of directors of the Combined Company until the first, second and third annual meeting of stockholders following the date of the filing of the Certificate of Incorporation, as applicable, and until their respective successors are duly elected and qualified (Proposal No. 9); and

 

  10.

Adjournment Proposal—To consider and vote upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal but no other proposal if the Required Proposals are approved (Proposal No. 10).

OUR BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS.

Voting Power; Record Date

As a shareholder of Artius, you have a right to vote on certain matters affecting Artius. The proposals that will be presented at the Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement/prospectus. You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned Artius Ordinary Shares at the close of business on May 19, 2021, which is the record date for the Special Meeting. You are entitled to one vote for each Artius Ordinary Share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On May 19, 2021, the record date, there were 90,562,500 Artius Ordinary Shares outstanding, of which 72,450,000 are Public Shares and 18,112,500 are Founder Shares held by our Initial Stockholders.

Vote of Artius Initial Stockholders and Artius’s Other Directors and Officers

Prior to the Artius IPO, we entered into agreements with our Sponsor and each of our directors and officers, pursuant to which each agreed to vote any Artius Ordinary Shares owned by them in favor of the Transaction Proposal. Except as previously disclosed in Form 4 filings under the Exchange Act, none of our Sponsor, directors or officers has purchased any Artius Ordinary Shares during or after the Artius IPO and, as of the date of this proxy statement/prospectus, neither we nor our Sponsor, directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Business Combination. Currently, our Initial Stockholders own 20% of our issued and outstanding Ordinary Shares, including all of the Founder Shares, and will be able to vote all such shares at the Special Meeting.

Our Initial Stockholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to

 

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complete an initial business combination within 24 months from the closing date of the Artius IPO. However, if our Initial Stockholders acquire Public Shares after the Artius IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete an initial business combination within the allotted 24-month time period.

Quorum and Required Vote for Proposals for the Special Meeting

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting “FOR” the Domestication Proposal. Failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, abstentions and broker non-votes will have no effect on the Domestication Proposal.

The approval of the Transaction Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the Business Combination) will be approved only if the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting “FOR” the Transaction Proposal. Failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, abstentions and broker non-votes will have no effect on the Transaction Proposal.

The approval of the Issuance Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting and broker non-votes will have no effect on the Issuance Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Issuance Proposal.

The approval of the Interim Charter Proposal requires the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Interim Charter Proposal will have no effect on the Interim Charter Proposal.

The approval of the Charter Proposal requires the affirmative vote of holders of a majority of our outstanding Artius Ordinary Shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal will have no effect on the Charter Proposal.

The approval of the Organizational Documents Proposals requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Organizational Documents Proposals will have no effect on the Organizational Documents Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Organizational Documents Proposals.

The approval of the Equity Incentive Plan Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Equity Incentive Plan Proposal will have no effect on the Equity Incentive Plan Proposal. Abstentions will be

 

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counted in connection with the determination of whether a valid quorum is established but will have no effect on the Equity Incentive Plan Proposal.

The approval of the ESPP Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the ESPP Proposal will have no effect on the ESPP Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the ESPP Proposal.

The approval of the Director Election Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Director Election Proposal will have no effect on the Director Election Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Director Election Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. Accordingly, an Artius shareholder’s failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Adjournment Proposal will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.

Our Initial Stockholders have agreed to vote their ordinary shares in favor of all Artius Stockholder Voting Matters (as defined in the Sponsor Letter Agreement).

It is important for you to note that, in the event that the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal does not receive the requisite vote for approval, Artius will not consummate the Business Combination. If we do not consummate the Business Combination, we may fail to complete an initial business combination by July 16, 2022, and will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Public Shareholders.

Recommendation to Artius shareholders

Our Board believes that each of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposals, the Equity Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of Artius and its shareholders and unanimously recommends that its shareholders vote “FOR” each of the proposals.

When you consider the recommendation of our Board in favor of approval of the Transaction Proposal, you should keep in mind that Initial Stockholders and certain other members of our Board and officers of Artius have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a shareholder. Shareholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Transaction Proposal. These interests include, among other things:

 

   

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a shareholder vote to approve a proposed initial business combination;

 

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the fact that the Sponsor holds an aggregate of 18,112,500 Founder Shares, which will be worthless if a business combination is not consummated by July 16, 2022;

 

   

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business combination by July 16, 2022;

 

   

the fact that our Sponsor paid an aggregate of approximately $16,990,000 for its 11,326,667 Private Warrants to purchase Artius Ordinary Shares and that such Private Warrants will expire worthless if a business combination is not consummated by July 16, 2022;

 

   

the continued right of our Sponsor to hold Combined Company Common Stock and the shares of Combined Company Common Stock to be issued to our Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods;

 

   

if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

 

   

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance following the closing of the Business Combination;

 

   

the fact that at the closing of the Business Combination, we will enter into the Investor Rights Agreement with the Registration Rights Holders (in which certain members of our Board and affiliates are included), which provides for registration rights to Registration Rights Holders and their permitted transferees;

 

   

the fact that concurrently with the execution and delivery of the Merger Agreement, we have entered into the Sponsor Letter Agreement with the Sponsor, pursuant to which the Sponsor has agreed to (i) vote all of its Artius Class B Ordinary Shares in favor of the Business Combination and certain other matters, (ii) certain restrictions on the Sponsor Vesting Shares, and (iii) to pay or cause to be paid to Origin on the date of the Closing the amount of any excess Artius Transaction Expenses as determined in accordance with the procedures in the Merger Agreement, in each case upon the terms and subject to the conditions set forth therein;

 

   

the fact that our Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by July 16, 2022; and

 

   

the fact that, the holders of Founder Shares, Private Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any Artius Ordinary Shares issuable upon the exercise of the Private Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement, to require us to register a sale of any of our securities held by them prior to the consummation of our initial business combination.

Broker Non-Votes and Abstentions

Abstentions are considered present for the purposes of establishing a quorum. For purposes of approval, a failure to vote or an abstention will have no effect on the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposals, the

 

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Equity Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal. In general, if your shares are held in “street” name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters.

None of the proposals at the Special Meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the Special Meeting.

Voting Your Shares—Shareholders of Record

If you are an Artius shareholder of record, you may vote by mail or you can attend the Special Meeting in person or via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. Each Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Special Meeting. Your one or more proxy cards show the number of Ordinary Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by our Board. Our Board recommends voting “FOR” the Domestication Proposal, “FOR” the Transaction Proposal, “FOR” the Issuance Proposal, FOR” the Interim Charter Proposal, “FOR” the Charter Proposal, “FOR” each of the Organizational Documents Proposals, “FOR” the Equity Incentive Plan Proposal,” FOR” the ESPP Proposal, “FOR” the Director Election Proposal, and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 10:00 a.m. Eastern Time on June 23, 2021.

Voting via the Virtual Meeting Platform. You can attend the Special Meeting in person or via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the Special Meeting by visiting the website https://www.cstproxy.com/artiusacquisition/sm2021. You will need your control number for access. If you do not have a control number, please contact the Transfer Agent. Instructions on how to attend and participate at the Special Meeting are available at https://www.cstproxy.com/artiusacquisition/sm2021. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. However, if your shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your Ordinary Shares.

Voting Your Shares—Beneficial Owners

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the shareholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. As a

 

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beneficial owner, if you wish to vote at the Special Meeting, you must get a proxy from the broker, bank or other nominee. Please see “Special Meeting of the Shareholders of Artius in Lieu of the 2021 Annual Meeting of Artius ShareholdersAttending the Special Meeting.”

Attending the Special Meeting

Only Artius shareholders on the record date or their legal proxyholders may attend the Special Meeting. Please

have your Control Number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact the Continental Stock Transfer Company, the Transfer Agent.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:

 

   

you may send another proxy card with a later date;

 

   

you may notify our Secretary in writing to Artius Acquisition Inc., 3 Columbus Circle, Suite 2215, New York, New York 10019, before the Special Meeting that you have revoked your proxy; or

 

   

you may attend the Special Meeting, revoke your proxy, and vote in person via the virtual meeting platform, as indicated above.

No Additional Matters

The Special Meeting has been called only to consider the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposals, the Equity Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal. Under the A&R Memorandum and Articles, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow Sodali, our proxy solicitor, at (800) 662-5200. Banks and brokerage firms can call Morrow Sodali at (203) 658-9400.

Redemption Rights

Pursuant to the A&R Memorandum and Articles, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the Artius IPO (calculated as of two business days prior to the consummation of the Business Combination, less taxes payable). For illustrative purposes, based on the balance of our Trust Account of $724,779,404 as of March 31, 2021, the estimated per share redemption price would have been approximately $10.00.

In order to exercise your redemption rights, you must:

 

   

if you hold Public Units, separate the underlying Public Shares and Public Warrants;

 

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check the box on the enclosed proxy card marked “Shareholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to Public Shares;

 

   

prior to 5:00 P.M., Eastern Time on June 21, 2021 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

   

deliver your Public Shares either physically or electronically through DTC’s DWAC system to the Transfer Agent at least two business days before the Special Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Holders of outstanding Public Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Public Units registered in your own name, you must deliver the certificate for such Public Units to Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such Public Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Public Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Public Units, you must instruct such nominee to separate your Public Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written instructions must include the

number of Public Units to be split and the nominee holding such Public Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Public Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Public Units.

While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

 

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Each redemption of Artius Class A Ordinary Shares by our Public Shareholders will reduce the amount in our Trust Account, which had a balance of $724,779,404 as of March 31, 2021. In no event will we redeem our Artius Class A Ordinary Shares in an amount that would result in Artius’s failure to have at least $5,000,001 of net tangible assets.

Prior to exercising redemption rights, shareholders should verify the market price of Artius Class A Ordinary Shares as they may receive higher proceeds from the sale of their Artius Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your Artius Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Artius Class A Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights, your Artius Class A Ordinary Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Combined Company, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved and we do not consummate an initial business combination by July 16, 2022, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the Public Shareholders and our warrants will expire worthless.

Appraisal Rights

Appraisal rights or dissenters’ rights are not available to holders of our Ordinary Shares in connection with the Business Combination. Pursuant to Section 262 of the DGCL, Origin Stockholders who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise fail to perfect, waive, withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Origin Stock, as determined by the Delaware Court of Chancery, if the Mergers are completed. The “fair value” of the shares of Origin Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the consideration that would otherwise be received under the Merger Agreement. Origin Stockholders who do not consent to the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise Origin by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from Origin or Artius that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, Origin Stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. Origin Stockholders who are party to the Stockholder Support Agreement have waived their appraisal rights in connection with the Business Combination.

Proxy Solicitation Costs

We are soliciting proxies on behalf of our Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. We have engaged Morrow Sodali to assist in the solicitation of proxies for the Special Meeting. We and our directors, officers and employees may also solicit proxies in person. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

We will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. We will pay Morrow Sodali a fee

 

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of $42,500 plus disbursements, reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as our proxy solicitor. We will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/prospectus and the related proxy materials to Artius shareholders. Our directors, officers and employees who solicit proxies will not be paid any additional compensation for soliciting.

 

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THE BUSINESS COMBINATION

Background of the Business Combination

Unless otherwise stated, all references to “we,” “us,” or “our” in this subsection titled “Background of the Business Combination” refer to Artius.

We are a special purpose acquisition company incorporated on January 24, 2020 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The entry into the Merger Agreement and proposed Merger was the result of an extensive search for a potential transaction utilizing the sourcing platform and investing and operating experience of our management team, Sponsor and Board of Directors. The terms of the Merger were the result of extensive negotiations between Artius and our representatives and Origin and its representatives. The following is a brief description of the background of these negotiations, the Business Combination and related transactions.

Prior to the consummation of the Artius IPO on July 16, 2020, neither Artius nor anyone on its behalf contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Artius.

After its initial public offering, Artius conducted an active search for prospective businesses and assets to acquire. Representatives of our management team contacted and were contacted by a number of individuals and entities with respect to acquisition opportunities. Credit Suisse and Goldman Sachs, each of which previously served as an underwriter for the Artius IPO, assisted Artius’s management and Board of Directors with deal sourcing and in conducting financial analyses of several potential acquisition targets that we reviewed prior to entering into an exclusivity agreement with Origin on January 14, 2021.

In evaluating potential businesses to acquire, Artius’s Board of Directors, together with our management team, considered various acquisition candidates, utilizing our Sponsor’s extensive network of contacts for introductions to potential target companies as well as Artius’s knowledge of the private company marketplace. Artius evaluated potential opportunities across multiple industries, including the financial and technology sectors. In evaluating potential targets, Artius considered and generally focused on businesses with proven and disruptive platform technologies, large addressable markets with strong secular tailwinds and an experienced management team.

Beginning on July 17, 2020, regularly scheduled weekly, monthly and ad-hoc meetings via teleconference were held among members of our management team, our directors, representatives of Credit Suisse and Goldman Sachs and consultants to discuss the evaluation of, and the outreach efforts directed to, potential business combination targets.

Since the initial public offering, Artius’s management and Board of Directors:

 

   

considered and analyzed approximately 75 potential acquisition targets in addition to Origin (the “Other Potential Targets”), and held meetings or calls with the representatives of approximately 45 Other Potential Targets; and

 

   

ultimately engaged in detailed discussions and/or due diligence with respect to 15 Other Potential Targets.

We considered in greater detail potential business combinations with 10 Other Potential Target businesses, prior to entering into an exclusivity agreement with Origin on January 14, 2021. These Other Potential Targets consisted of businesses engaged in providing software and technology solutions to multiple industries including the automotive, consumer, education, financial, insurance, not-for-profit organizations, retail and wealth management sectors.

 

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On October 28, 2020, the Origin board of directors met via videoconference to authorize Origin to pursue a business combination with a special purpose acquisition company and retain BofA Securities, Inc. (“BofA Securities”) as its financial advisor. On an ongoing basis, Origin and its board of directors, together with their financial and legal advisors, have reviewed and evaluated strategic opportunities and alternatives with a view to enhancing stockholder value. Such opportunities and alternatives included, among other things, business combinations with special purpose acquisition companies and operating companies, an initial public offering, private equity and debt transactions and government-sponsored funding programs.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among representatives of Artius, Origin and their representatives.

On November 20, 2020, a representative of BofA Securities, on behalf of Origin, contacted Boon Sim, Artius’s Chief Executive Officer, to discuss the possibility of a business combination between Artius and Origin. Following this initial outreach, Mr. Sim and a representative of BofA Securities had a follow-up telephonic conversation on the business prospects of Origin.

On November 24, 2020, Artius and Origin signed and entered into a confidentiality agreement.

On November 27, 2020, representatives of Artius held a meeting by videoconference, which was attended by representatives of Credit Suisse, Shearman & Sterling LLP, counsel to Artius (“Shearman”), and other advisors of Artius, with the management of Origin to discuss its business prospects and future plans. Origin management provided an overview of Origin’s business, answered certain follow-up questions from the representatives of Artius and discussed the possibility of a business combination transaction between the companies.

Throughout the month of December 2020 and early January 2021, representatives of Artius and its advisors held multiple teleconferences with Origin and its advisors to discuss and answer due diligence questions related to Origin’s business and operations. These conversations included (i) technical due diligence related to Origin’s technology and its products on December 9, 2020, (ii) discussions regarding the plans for development and construction of Origin’s manufacturing plants on December 11, 2020, (iii) a review of Origin’s financial model and customer contracts on December 18, 2020 and December 21, 2020, and (iv) discussions related to competitive dynamics in the industry, availability of wood residues as a feedstock and scalability of Origin’s technology and manufacturing plants on December 23, 2020. Several of these teleconferences were attended by members of the Artius Board of Directors.

On December 11, 2020, Origin’s executive committee of its board of directors (the “Origin Executive Committee”) held a meeting by videoconference to discuss preparations for meetings with Artius’s technical consultants.

On December 16, 2020, the Artius Board of Directors held a meeting by videoconference to discuss a potential business combination with Origin and ongoing diligence efforts.

On December 21, 2020, representatives of Artius held a teleconference with BofA Securities to discuss the status of discussions between Artius and Origin.

On December 30, 2020, representatives of Artius and Origin held a videoconference to discuss the status of their engagement. The same day, the Origin board of directors held a meeting by videoconference to discuss Origin’s engagement with Artius.

In early January 2021, Artius’s management team prepared a form of non-binding letter of intent with respect to a business combination with Origin (the “Letter of Intent”). On January 8, 2021, the Artius Board of Directors held a meeting by videoconference to discuss the terms of the draft Letter of Intent and approved its submission to Origin.

 

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Representatives of Artius subsequently submitted the draft Letter of Intent to Origin and BofA Securities for their consideration. The draft Letter of Intent proposed a transaction in which existing Origin Stockholders would receive aggregate consideration consisting of (i) Artius Class A Ordinary Shares valued at $731 million and (ii) an earn-out opportunity to receive an additional 20 million Artius Class A Ordinary Shares based solely on the performance of the Artius share price after closing. In addition, our Sponsor proposed to defer 4.5 million of its Artius Ordinary Shares (representing approximately 25% of its total shares) to vest on the same terms as the earn-out opportunity for Origin Stockholders, and proposed a $200 million private placement of Artius Class A Ordinary Shares at $10 per share (the “PIPE Placement”), that would be subscribed for concurrently with the execution of a definitive business combination transaction.

Between January 8, 2021 and January 13, 2021, Origin held meetings by videoconference with its board of directors, the Origin Executive Committee and BofA Securities to discuss the terms of, and prepare a response to, the draft Letter of Intent.

Between January 8, 2021 and January 14, 2021, representatives of Artius and Origin held multiple teleconferences to discuss the terms proposed in the draft Letter of Intent regarding the proposed transaction.

On January 13, 2021, the Artius Board of Directors discussed and approved revised terms of a business combination with Origin, as set forth in a revised draft Letter of Intent. Such revised terms provided for existing Origin stockholders to receive aggregate consideration consisting of (i) Artius Class A Ordinary Shares valued at $782 million and (ii) an earn-out opportunity to receive an additional 25 million Artius Class A Ordinary Shares based solely on the performance of the Artius share price during the five-year period after closing. As before, our Sponsor agreed to defer 4.5 million of its Artius shares to vest on the same terms as the earn-out opportunity for Origin stockholders. The revised terms also provided that certain significant Origin stockholders, as well as Origin’s directors and officers, would enter into customary lock-up agreements restricting their ability to sell their Artius shares following the closing of the transactions, on the same terms as the lock-up agreement entered into by our Sponsor at the time of the Artius IPO. The revised draft Letter of Intent also provided for a PIPE Placement of at least $150 million, with the goal of raising $200 million, as well as a period of mutual exclusivity between Artius and Origin until February 28, 2021.

On January 14, 2021, Artius and Origin entered into the Letter of Intent substantially reflecting the terms of the January 13, 2021 revised draft Letter of Intent.

Between January 13, 2021 and January 16, 2021, representatives of Artius and its counsel, Cleary Gottlieb Steen & Hamilton LLP (“Cleary Gottlieb”), were granted access to an online data room established by Origin. Additional advisors of Artius were granted access to the online data room through the date of the execution of the Merger Agreement.

On January 18, 2021, the Origin Executive Committee held a meeting via videoconference to discuss the PIPE Placement process and preparations for internal and customer due diligence.

During the weeks of January 18, 2021 and January 25, 2021, representatives of Artius and its advisors held multiple teleconferences with Origin and its advisors to continue to conduct due diligence of Origin’s business. These conversations included (i) several due diligence calls with key customers, (ii) intellectual property due diligence discussions on January 21, 2021, January 26, 2021 and January 29, 2021, (iii) financial forecast and plant economics discussions on January 18, 2021, January 22, 2021, January 23, 2021 and January 25, 2021, (iv) technical due diligence discussions on chemistry technology and manufacturing processes on January 21, 2021, January 22, 2021, January 27, 2021 and January 28, 2021, (v) capital requirements, plant design and construction diligence discussions on January 25, 2021 and January 27, 2021, and (vi) a legal due diligence discussion on Jauary 27, 2021. Several of these teleconferences were attended by members of the Artius Board of Directors.

On January 19, 2021, Cleary Gottlieb submitted an initial legal due diligence request list to Origin. Representatives of Cleary Gottlieb, Wolf, Greenfield & Sacks, P.C., patent counsel to Artius, Origin’s counsel,

 

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Cooley LLP (“Cooley”), and Origin’s internal counsel engaged in numerous telephonic and email communications from January 19, 2021 through February 16, 2021, with respect to legal due diligence and related matters. Representatives of Cleary Gottlieb continued to conduct legal due diligence, and other advisors of Artius conducted business, operational, environmental and other due diligence, through February 16, 2021.

On January 28, 2021, representatives of Artius and Origin had a meeting by videoconference to discuss the PIPE Placement, including potential investors and the preparation of a proposed investor presentation.

On January 29, 2021, Artius engaged Credit Suisse as placement agent in connection with the PIPE Placement, and authorized Credit Suisse to begin contacting potential investors in the PIPE Placement.

On January 30, 2021, Cleary Gottlieb, on behalf of Artius, provided an initial draft of the Merger Agreement to Cooley, on behalf of Origin.

On January 31, 2021, Artius engaged Goldman Sachs & Co. LLC (“Goldman Sachs”) as an additional placement agent in connection with the PIPE Placement.

On February 1, 2021, Credit Suisse and Goldman Sachs began meeting with prospective investors with respect to the PIPE Placement. From February 1, 2021 through February 16, 2021, Artius’s advisors engaged in calls and correspondence with potential investors in the PIPE Placement and their respective counsel. In conjunction therewith, an initial subscription agreement was sent to prospective investors on February 2, 2021, a draft of the Merger Agreement was made available to prospective PIPE Placement investors on February 13, 2021, a revised version of the PIPE subscription agreement was made available to prospective PIPE investors on February 13, 2021, and a near-final subscription agreement was made available to prospective investors in the PIPE Placement on February 14, 2021.

Between February 4, 2021 and February 8, 2021, the Origin Executive Committee held multiple meetings by video conference with management of Origin and representatives of Cooley and BofA Securities to discuss the Merger Agreement.

On February 6, 2021, Cooley, on behalf of Origin, provided a revised draft of the Merger Agreement to Cleary Gottlieb, on behalf of Artius.

On February 8, 2021, Cleary Gottlieb, on behalf of Artius, provided a revised draft of the Merger Agreement to Cooley, on behalf of Origin.

On February 9, 2021, Cooley and Cleary Gottlieb met telephonically to discuss the revised Merger Agreement. Later that same day, Cooley, on behalf of Origin, provided a draft of Origin’s disclosure letter with respect to the Merger Agreement to Cleary Gottlieb, on behalf of Artius.

On February 10, 2021, Mr. Sim and Messrs. Bissell and Riley met telephonically to discuss the progress of the ongoing negotiations between Artius and Origin.

Between February 11, 2021 and February 16, 2021, Cleary Gottlieb, on behalf of Artius, and Cooley, on behalf of Origin, exchanged multiple drafts of the Merger Agreement, the Stockholder Support Agreement, the Lock-Up Agreement and the Sponsor Letter Agreement, as well as various other ancillary agreements and documents to be entered into in connection with the Business Combination. See the section titled “The Merger Agreement and Related Agreements” on page 131 of this proxy statement/prospectus.

On February 13, 2021, Artius held a special meeting of its Board of Directors by videoconference to discuss the progress of the negotiations with Origin, discuss the expected final transaction terms and evaluate the proposed Business Combination. Members of Artius’s management and representatives of Credit Suisse, Cleary Gottlieb

 

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and Shearman were in attendance by invitation of Artius’s Board of Directors. Representatives of Cleary Gottlieb gave Artius’s Board of Directors a presentation describing their fiduciary duties in connection with evaluating the Business Combination, and then presented a summary of the terms of the Merger Agreement and principal related agreements. Credit Suisse presented Artius’s Board of Directors with an overview of the PIPE Placement process and the current order book of interested investors in the transaction.

On February 14, 2021, Cleary Gottlieb, on behalf of Artius, provided a draft of Artius’s disclosure letter with respect to the Merger Agreement to Cooley, on behalf of Origin. Cooley and Cleary Gottlieb continued to exchange drafts of the disclosure letters on behalf of Origin and Artius, respectively, through the time the Merger Agreement was executed on February 16, 2021.

On February 15, 2021, the Origin Executive Committee held a meeting by videoconference with BofA Securities to discuss the target size of the PIPE Placement in light of the current order book.

On February 16, 2021, Artius held a special meeting of its Board of Directors by videoconference to discuss the final terms of the Business Combination and to review the versions of the transaction agreements that had been sent to Artius’s directors before the meeting. Members of Artius’s management, Credit Suisse, Cleary Gottlieb and Shearman were in attendance by invitation of Artius’s Board of Directors. Members of Artius management and representatives of Cleary Gottlieb presented an overview of the transaction summary and process timeline and reviewed with the directors the final terms of the transaction and material changes in such terms since the February 13, 2021 meeting of the Artius Board of Directors. Credit Suisse presented an overview of the PIPE Placement and the order book. Following discussion and consideration, Artius’s Board of Directors concluded, taking into account the criteria utilized by Artius to evaluate acquisition opportunities, including valuation analyses as described below, and based upon its evaluation of Origin, that the Merger Agreement, the other agreements contemplated thereby and the Business Combination were fair to, advisable and in the best interests of Artius and its shareholders and that it was advisable for Artius to enter into the Merger Agreement and consummate the transactions contemplated thereby. Upon a motion duly made and seconded, Artius’s Board of Directors unanimously resolved that the Merger Agreement and each of the related agreements and the Business Combination be approved, and approved additional resolutions related to the Domestication, the PIPE Placement and other actions related to the Business Combination.

In assessing Origin’s valuation, the Artius Board of Directors reviewed certain publicly available information relating to Novozymes A/S, Albemarle Corporation, Croda International plc, Royal DSM N.V., Danimer Scientific, Codexis, Inc., Avantium, Lonza Group AG, Corbion N.V., Plug Power Inc., Tesla, Inc., Beyond Meat, Sunrun Inc., and Desktop Metal, (collectively as the “Selected Companies”). The Selected Companies were chosen because of their stated focus on specialty chemicals, biochemicals, biomaterials, and/or disruptive technologies. Using publicly available information, management of Artius calculated and discussed with the Artius Board of Directors, multiples of (i) enterprise value to estimated revenue and (ii) enterprise value to estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) for 2021 and 2022 for the Selected Companies using stock price data as of January 29, 2021, as set forth below: