UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 2, 2020
ARTIUS ACQUISITION INC.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39378 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 3 Columbus Circle, Suite 2215 New York, NY 10019 | ||
| (Address of principal executive offices, including zip code) | ||
(212) 309-7668
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant | AACQU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | AACQ | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | AACQW | The Nasdaq Stock Market LLC |
| ☒ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 8.01 | Other Events. |
As previously reported on Current Reports on Form 8-K, filed on July 16, 2020 and July 22, 2020, Artius Acquisition Inc., a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “IPO”) of an aggregate of 72,450,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $724,500,000.
On September 2, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade Class A Ordinary Shares and Warrants comprising the Units commencing on September 3, 2020. The Units not separated will continue to trade on The Nasdaq Capital Market under the symbol “AACQU,” and the Class A Ordinary Shares and Warrants that are separated will trade on The Nasdaq Capital Market under the symbols “AACQ” and “AACQW,” respectively. No fractional Warrants will be issued upon separate of the Units, and only whole Warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
| Exhibit No. |
Description of Exhibits | |
| 99.1 | Press Release, dated September 2, 2020. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Artius Acquisition Inc. | ||||||
| Date: September 2, 2020 |
|
By: | /s/ Boon Sim | |||
| Name: Boon Sim | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 99.1
Artius Acquisition Inc. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing September 3, 2020
NEW YORK, New York, September 2, 2020 /BusinessWire/ — Artius Acquisition Inc. (Nasdaq:AACQU) (the “Company” or “Artius”) announced that, commencing September 3, 2020, holders of the units sold in the Company’s initial public offering of 72,450,000 units may elect to separately trade the Class A ordinary shares and warrants included in the units. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. The Class A ordinary shares and warrants that are separated will trade on The Nasdaq Capital Market under the symbols “AACQ” and “AACQW,” respectively. No fractional warrants will be issued upon the separation of the units and only whole warrants will trade. Units that are not separated will continue to trade on The Nasdaq Capital Market under the symbol “AACQU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained by contacting Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, NC 27560, Telephone: 1-800-221-1037, Email: usa.prospectus@credit-suisse.com; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, Telephone: 1-866-471-2526, Email: Prospectus-ny@ny.email.gs.com.
About Artius Acquisition Inc.
The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on technology enabled businesses that directly or indirectly offer specific technology solutions, broader technology software and services, or financial services to companies of all sizes. The Company is co-founded by Charles Drucker, the former CEO of WorldPay, Inc., a leading payments company, and its predecessor company, Vantiv. Inc., and Boon Sim, the Founder and Managing Partner of Artius Capital Partners LLC.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the timing of the separation of the units sold in the Company’s initial public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
Jason Ozone
jason@artiuscapital.com
+1-212-309-7668