0001193125-21-165580 | S-4/A | XBRL Viewer

Cover Page	11 Months Ended
Dec. 31, 2020
Cover [Abstract]
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT No. 2
Entity Registrant Name	Artius Acquisition Inc.
Entity Central Index Key	0001802457
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Condensed Consolidated Balance Sheet - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current Assets
Cash	$ 359,067	$ 1,123,407
Prepaid expenses	241,813	220,867
Total Current Assets	600,880	1,344,274
Cash and marketable securities held in Trust Account	724,779,404	724,716,476
Total Assets	725,380,284	726,060,750
Current liabilities
Current liabilities – 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	633,834,294	617,654,356
Shareholders' Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock		1,070
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
Class A ordinary shares
Current liabilities
Class A ordinary shares subject to possible redemption		617,654,356
Shareholders' Equity
Common stock	909	1,070
Class B ordinary shares
Shareholders' Equity
Common stock	$ 1,811	$ 1,811

Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2021	Mar. 03, 2021	Dec. 31, 2020	Sep. 30, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Class A ordinary shares
Common stock, redemption value	63,358,995		61,746,986
Common stock, par value	$ 0.0001		$ 0.0001
Common stock, shares authorized	400,000,000		400,000,000
Common stock, shares issued	9,091,005		10,703,014
Common stock, shares outstanding	9,091,005		10,703,014
Class B ordinary shares
Common stock, par value	$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000		50,000,000	50,000,000
Common stock, shares issued	18,112,500		18,112,500	18,112,500
Common stock, shares outstanding	18,112,500		18,112,500

Condensed Consolidated Statements Of Operations - USD ($)	2 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Dec. 31, 2020
Formation and operational costs	$ 9,069	$ 911,788	$ 3,028,992
Loss from operations	(9,069)	(911,788)	(3,028,992)
Other income:
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)
Other income (loss)			(22,843,358)
Net income (loss)	$ (9,069)	16,179,940	$ (25,872,350)
Basic and diluted weighted average shares outstanding			21,242,273
Basic and diluted net loss per ordinary share			$ (1.23)
Common Stock Subject to Mandatory Redemption [Member]
Other income:
Basic and diluted weighted average shares outstanding			63,958,721
Basic and diluted net loss per ordinary share			$ 0.00
Common Stock Subject to Mandatory Redemption [Member] \| Common Class A
Other income:
Interest earned on marketable securities held in Trust Account		55,031	$ 181,127
Unrealized gain on marketable securities held in Trust Account		0	3,375
Net income (loss)		$ 55,031	$ 184,502
Basic and diluted weighted average shares outstanding		61,746,986	63,958,721
Basic and diluted net loss per ordinary share	$ 0.00	$ 0.00	$ 0.00
Non Redeemable Common Stock [Member]
Other income:
Basic and diluted weighted average shares outstanding	15,750,000	28,815,514
Basic and diluted net loss per ordinary share	$ 0.00	$ 0.56
Non Redeemable Common Stock [Member] \| Common Class A
Other income:
Net income (loss)	$ (9,069)	$ 16,179,940	$ (25,872,350)
Basic and diluted weighted average shares outstanding	15,750,000	28,815,514	21,242,273
Basic and diluted net loss per ordinary share	$ 0.00	$ 0.56	$ (1.23)

Condensed Consolidated Statement Of Changes In Shareholders' Equity - USD ($)	Total	Common Stock Class A ordinary shares	Common Stock Class B ordinary shares	Additional Paid-in Capital	Accumulated Deficit
Balance beginning at Jan. 23, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance beginning (Shares) at Jan. 23, 2020		0	0
Issuance of Class B ordinary shares to Sponsor	25,000	$ 0	$ 1,811	23,189
Issuance of Class B ordinary shares to Sponsor (Shares)		0	18,112,500
Net loss	(9,069)				(9,069)
Balance ending at Mar. 31, 2020	15,931	$ 0	$ 1,811	23,189	(9,069)
Balance ending (Shares) at Mar. 31, 2020		0	18,112,500
Balance beginning at Jan. 23, 2020	0	$ 0	$ 0	0	0
Balance beginning (Shares) at Jan. 23, 2020		0	0
Change in value of ordinary share subject to redemption	(617,654,356)	$ (6,175)	$ 0	(617,648,181)	0
Change in value of ordinary share subject to redemption (Shares)		(61,746,986)	0
Issuance of Class B ordinary shares to Sponsor	$ 25,000	$ 0	$ 1,811	23,189
Issuance of Class B ordinary shares to Sponsor (Shares)	72,450,000	0	18,112,500
Sale of 72,450,000 Units, net of underwriting discounts and offering costs	$ 703,483,301	$ 7,245	$ 0	703,483,301	0
Sale of 72,450,000 Units, net of underwriting discounts and offering costs (Shares)		72,450,000	0
Initial classification of warrant liability	(54,988,834)			(54,988,834)
Class A ordinary shares subject to possible redemption (Shares)		(61,746,986)	0
Class A ordinary shares subject to possible redemption	(617,654,356)	$ (6,175)	$ 0	(617,648,181)	0
Net loss	(25,872,350)				(25,872,350)
Balance ending at Dec. 31, 2020	5,000,006	$ 1,070	$ 1,811	30,869,475	(25,872,350)
Balance ending (Shares) at Dec. 31, 2020		10,703,014	18,112,500
Change in value of ordinary share subject to redemption	(16,179,938)	$ (161)	$ 0	(16,179,777)
Change in value of ordinary share subject to redemption (Shares)		(1,612,009)	0
Class A ordinary shares subject to possible redemption (Shares)		(1,612,009)	0
Class A ordinary shares subject to possible redemption	(16,179,938)	$ (161)	$ 0	(16,179,777)
Net loss	16,179,940				16,179,940
Balance ending at Mar. 31, 2021	$ 5,000,008	$ 909	$ 1,811	$ 14,869,698	$ (9,692,410)
Balance ending (Shares) at Mar. 31, 2021		9,091,005	18,112,500

Condensed Consolidated Statements Of Cash Flows - USD ($)	2 Months Ended	3 Months Ended	8 Months Ended	11 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (9,069)	$ 16,179,940	$ (4,887,218)	$ (25,872,350)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(62,928)		(212,516)
Change in fair value of warrant liability		(17,028,800)		23,059,834
Non-cash compensation expense related to private placement warrants				566,333
Allocation of initial public offering proceeds to derivative liability			2,121,032	2,121,032
Unrealized gain on marketable securities held in Trust Account				(3,960)
Changes in operating assets and liabilities:
Prepaid expenses		(20,946)		(220,867)
Accrued expenses	9,069	168,394		220
Net cash used in operating activities	0	(764,340)		(562,274)
Cash Flows from Investing Activities:
Investment of cash in Trust Account				(724,500,000)
Net cash used in investing activities				(724,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid				710,010,000
Proceeds from sale of Private Placement Warrants				16,990,000
Proceeds from promissory note – related party	76,500			215,215
Repayment of promissory note – related party				(814,319)
Payment of offering costs	(76,500)			(215,215)
Net cash provided by financing activities	0	0		726,185,681
Net Change in Cash	0	(764,340)		1,123,407
Cash – Beginning	0	1,123,407	0	0
Cash – Ending		359,067		1,123,407
Non-cash investing and financing activities:
Deferred offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares	25,000			25,000
Initial classification of Class A ordinary shares subject to possible redemption			640,817,776	640,817,776
Change in value of Class A ordinary shares subject to possible redemption		16,179,938	(2,178,289)	(23,163,420)
Deferred offering costs included in accrued offering costs	$ 381,329
Deferred underwriting fee payable		25,357,500		25,357,500
Initial classification of warrant liability			$ 54,988,834	54,988,834
Change in value of warrant liability		$ (17,028,800)		$ 23,059,834

Description of Organiation And Business Operations

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organiation And Business Operations

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Artius Acquisition Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

The Company has one subsidiary, Zero Carbon Merger Sub, Inc., a direct wholly owned subsidiary incorporated in Delaware on February 11, 2021.

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on technology enabled businesses that directly or indirectly offer specific technology solutions, broader technology software and services, or financial and transactional services to companies of all sizes. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 24, 2020 (inception) through March 31, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statements for the Company’s Initial Public Offering became effective on July 13, 2020. On July 16, 2020, the Company consummated the Initial Public Offering of 72,450,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 9,450,000 Units, at $10.00 per Unit, generating gross proceeds of $724,500,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,326,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Artius Acquisition Partners LLC (the “Sponsor”), generating gross proceeds of $16,990,000, which is described in Note 4.

Transaction costs amounted to $40,686,819, consisting of $14,490,000 of underwriting fees, $25,357,500 of deferred underwriting fees and $839,319 of other offering costs.

Following the closing of the Initial Public Offering on July 16, 2020, an amount of $724,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. So long as the Company obtains and maintains a listing for its securities on Nasdaq, the Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the Company’s initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, provided that the Company shall not redeem shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or

pre-initial

business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until July 16, 2022 (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding 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 (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 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 the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) 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 trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration

At March 31, 2021, we have

$359,067

in our operating bank accounts,

$725,779,404

in cash and marketable securities held in the Trust Account, to be used if the Proposed Business Combination (or an alternative initial business combination transaction) is consummated to redeem the Public Shares with respect to which Artius stockholders have properly exercised their redemption rights, to pay certain expenses in connection with such business combination transaction and the Artius IPO and thereafter for general corporate purposes, and working capital of

$432,266.

If the Proposed Business Combination is not consummated, the Company will use the funds not held in the Trust Account to identify and evaluate alternative prospective acquisition candidates, perform due diligence on alternative prospective target businesses, pay related costs and expenses, select an alternative target company to acquire, and negotiate and consummate an initial business combination transaction.

If the Proposed Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Proposed Business Combination (or an alternative initial business combination transaction) is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from January 24, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

Transaction costs amounted to $40,686,819, consisting of $14,490,000 of underwriting fees, $25,357,500 of deferred underwriting fees and $839,319 of other offering costs.

Following the closing of the Initial Public Offering on July 16, 2020, an amount of $724,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule

2a-7

) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

pre-initial

business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

per-share

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

Summary of Significant Accounting Policies

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to

Form 10-Q

and Article 8 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form

10-K/A

as filed with the SEC on May 3, 2021. The interim results for the three months ended March 31, 2021 and the period January 24, 2020 to March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 8).

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Loss Per Ordinary Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 35,476,667

shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented.

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for

non-redeemable

ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of

non-redeemable

ordinary shares outstanding for the period.

Non-redeemable

ordinary shares includes Founder Shares and

non-redeemable

ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares participates in the income or loss on marketable securities based on

non-redeemable

ordinary shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31, 2021			For the Period from January 24, 2020 (Inception) through March 31, 2020
Class A ordinary shares subject to possible redemption
Numerator: Earnings attributable to ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	55,031		$	—
Unrealized gain (loss) on marketable securities held in Trust Account		—			—
Less: interest available to be withdrawn for payment of taxes		—			—

Net income attributable	$	55,031		$	—

Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		61,746,986			—

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.00


Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	16,179,940		$	(9,069	)
Less: Net income allocable to Class A ordinary shares subject to possible redemption		(55,031	)		—

Non-Redeemable Net Loss	$	16,124,909		$	(9,069	)

Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		28,815,514			15,750,000

Basic and diluted net loss per share, Non-redeemable ordinary shares	$	0.56		$	(0.00	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

NOTE

. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the

two-class

method in calculating earnings per share. Ordinary shares subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 35,476,667 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented.

Net Loss Per Common Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of

35,476,667

shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for

non-redeemable

common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of

non-redeemable

common stock outstanding for the period.

Non-redeemable

common stock includes Founder Shares and

non-redeemable

shares of common stock as these shares do not have any redemption features.

Non-redeemable

common stock participates in the income or loss on marketable securities based on

non-redeemable

common stock shares’ proportionate interest.


	For the Period from January 24, 2020 (Inception) through December 31, 2020
Common stock subject to possible redemption
Numerator: Earnings allocable to Class A Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account		181,127
Unrealized gain on marketable securities held in Trust Account		3,375

Net income allocable to shares subject to possible redemption	$	184,502

Denominator: Weighted Average Class A Common stock subject to possible redemption

Basic and diluted weighted average shares outstanding		63,958,721


Basic and diluted net income per share	$	0.00


Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(25,872,350	)
Net income allocable to Class A Common stock subject to possible redemption		184,502
Non-Redeemable Net Loss	$	(26,056,852	)

Denominator: Weighted Average Non-Redeemable Common Stoc k
Basic and diluted weighted average shares outstanding		21,242,273


Basic and diluted net loss per share	$	(1.23	)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Related Party Transactions

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Related Party Transactions

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On February 4, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 of the Company’s Class B ordinary shares (the “Founder Shares”). On June 24, 2020 and July 13, 2020, the Company effected share capitalizations resulting in the Sponsor holding an aggregate of 18,112,500 Founder Shares. The Founder Shares will automatically convert into Class A ordinary shares at the time of the completion of a Business Combination on a

one-for-one

basis, subject to certain adjustments, as described in Note 7.

The Founder Shares included an aggregate of up to 2,362,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on July 14, 2020, the Company will pay an affiliate of the Sponsor up to $25,000 per month for accounting, bookkeeping, office space, IT support, professional, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021 and the period from January 24, 2020 through March 31, 2020, the Company incurred and paid $75,000 and $0, respectively, in fees for these services.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

NOTE

. RELATED PARTY TRANSACTIONS

Founder Shares

one-for-one

basis, subject to certain adjustments, as described in Note

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares 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 Public Shares (or any successor securities thereto) equals or exceeds

$12.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any

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 Public Shares (or any successor securities thereto) for cash, securities or other property.

Promissory Note—Related Party

On February 4, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, The Promissory Note was

non-interest

bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $215,215 was repaid in full upon the closing of the Initial Public Offering.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on July 14, 2020, the Company will pay an affiliate of the Sponsor up to $25,000 per month for accounting, bookkeeping, office space, IT support, professional, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January 24, 2020 (inception) through December 31, 2020, the Company incurred and paid $137,500, in fees for these services.

Related Party Loans

Commitments

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments

NOTE 6. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on July 13, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities and any other equity securities that such persons may hold from time to time for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of 20% of these securities will be entitled to make up to four demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable

lock-up

period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $25,357,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Consulting Arrangements

In September 2020, the Company entered into an acquisition support agreement with an unrelated party. Under the terms of the agreement, the Company will pay $215,000 a week plus expenses for services rendered. Payment for such services will become due and payable only upon the closing of the Company’s initial Business Combination. Interest will be charged at a rate of 8% per annum on fees incurred under the terms of the agreement. For the three months ended March 31, 2021, fees for services provided are approximately $450,000.

Agreement and Plan Merger and Reorganization

On February 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and between the Company, Zero Carbon Merger Inc., a Delaware corporation and our direct, wholly owned subsidiary (“Merger Sub”), and Micromidas, Inc., a Delaware corporation doing business as Origin Materials (“Micromidas”).

Pursuant to the Merger Agreement, (i) the Company will domesticate from a Cayman Islands exempted company to a Delaware corporation (the “Domestication”) and (ii) Merger Sub will merge with and into Micromidas with Micromidas continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Proposed Business Combination”). In connection with the Domestication, the Company will change its name to “Origin Materials, Inc.” We refer to the Company following the Business Combination as “Origin.”

As a result of the Proposed Business Combination, each issued and outstanding Class A ordinary share and Class B ordinary share of the Company will convert into a share of Class A common stock of Origin (“Class A Common Stock”), and each issued and outstanding warrant to purchase Class A ordinary shares of the Company will be exercisable by its terms to purchase an equal number of shares of Class A Common Stock. The aggregate stock consideration to be distributed to Micromidas’s holders at the effective time of the Merger (the “Effective Time”) is 78,213,000 shares of Class A Common Stock, which is subject to certain downward adjustments pursuant to the Merger Agreement. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Micromidas or the holders of any of Micromidas’s securities:

(a)

each share of Micromidas common stock (“Micromidas Common Stock”), series A preferred stock (“Micromidas Series A Preferred Stock”), series B preferred stock (“Micromidas Series B Preferred Stock”) and series C preferred stock (“Micromidas Series C Preferred Stock”), in each case outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive a number of shares of Class A 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);

(b)	any shares of Micromidas capital stock held in the treasury of Micromidas or owned by the Company, Merger Sub or Micromidas immediately prior to the Effective Time will be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto;

(c)	each issued and outstanding share of common stock of Merger Sub will be converted into and become one validly issued, fully paid and non-assessable share of common stock of the surviving corporation in the Merger; and

(d)

each warrant to purchase Micromidas stock will terminate, be cancelled and cease to exist and will be deemed to have been exercised immediately prior to the closing of the Merger (the “Closing”) and settled in the applicable number of shares of Micromidas Series A Preferred Stock or Micromidas Series B Preferred Stock, as applicable, rounded down to the nearest whole share, and then treated in the manner described in (a), above;

(e)

each option to purchase Micromidas Common Stock that is outstanding under Micromidas’s 2010 Stock Incentive Plan and the 2020 Equity Incentive Plan (the “Equity Incentive Plans”) (each, a “Company Option”) held by a former employee or service provider of Micromidas, Inc. (each, a “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 and settled in the applicable number of shares of Micromidas Common Stock, rounded down to the nearest whole share, and treated in accordance with clause (a) above. Each Former Employee Option that is unvested and outstanding immediately prior to the Effective Time shall be automatically cancelled at the Closing without the payment of consideration. From and after the Closing, except with respect to the holder’s right to receive Class A Common Stock, if any, the Former Employee Option shall be cancelled and cease to be outstanding and the holder shall cease to have any rights with respect thereto;

(f)

each Company 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 Class A Common Stock (each, a “Converted Option”) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Micromidas Common Stock subject to such Company 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 Company 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 Class A Common Stock purchasable pursuant to such Converted Options shall be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); provided, further, however, that in the case of such Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Class A 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 Company 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 Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this paragraph.

As additional consideration for the Merger, after the Effective Time, Origin will issue to certain holders of Micromidas’s securities up to 25 million additional shares of Class A Common Stock (the “Earnout Shares”) as follows: (i) one third of the Earnout Shares will be issued when the volume weighted average price of Class A Common Stock (“VWAP”) equals or exceeds $15.00 for 10 consecutive trading days during the three year period following the closing of the Proposed Business Combination, (ii) one third of the Earnout Shares will be issued when VWAP equals or exceeds $20.00 for 10 consecutive trading days during the four year period following the closing of the Proposed Business Combination, and (iii) one third of the Earnout Shares will be issued when VWAP equals or exceeds $25.00 for 10 consecutive trading days during the five year period following the closing of the Proposed Business Combination.

Under the Merger Agreement, the obligations of the parties to consummate the transactions contemplated thereby are subject to the satisfaction or waiver of certain customary closing conditions, including, the Company obtaining the requisite approval of its shareholders, which the company expects to seek at a special meeting of the Company. The Merger Agreement may be terminated at any time prior to the Closing by mutual written consent of the Company and Micromidas and, among other things, if the Proposed Business Combination has not occurred by August 31, 2021. As such, the Closing cannot be assured.

Concurrently with the execution of the Merger Agreement, the Company entered into the following agreements:

•

Subscription Agreements with certain qualified institutional buyers and accredited investors (collectively, the “Investors”), pursuant to which, among other things, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investors, an aggregate of 20,000,000 newly issued shares of Class A Common Stock in connection with the closing of the Proposed Business Combination for aggregate gross proceeds of $200,000,000 (the “PIPE Placement”);

•

A Sponsor Letter Agreement, pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of the Artius Stockholder Voting Matters (as defined in the Merger Agreement), (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), and (iii) subject 4,500,000 of its Class B ordinary shares to certain vesting and forfeiture provisions pursuant to the Sponsor Letter Agreement, as further described below under “Sponsor Letter Agreement”.

•

A Transaction Support Stockholder Support Agreement with Micromidas and certain stockholders of Micromidas pursuant to which the parties 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 certain securities of Micromidas adopting the Merger Agreement and approving the Merger, delivered promptly, and in any event within one business day after (i) the registration statement related to the Merger is declared effective and (ii) the Company has requested such delivery. The securities of Micromidas owned by its stockholders who are party to the Company Transaction Stockholder Support Agreements and subject to such the agreements are sufficient to approve the adoption of the Merger Agreement.

•

Lock-up

Agreement, pursuant to which the Sponsor, certain executive officers and directors of Micromidas and certain existing stockholders of Micromidas agreed to restrict, among other things, the transfer of Company securities held by such holders immediately following the Closing 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 Class A 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 the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing date that results in all of the public stockholders of the Company having the right to exchange their shares of Class A Common Stock for cash, securities or other property.

NOTE

. COMMITMENTS

Registration Rights

lock-up

period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreemen

Consulting Arrangements

In September 2020, the Company entered into an acquisition support agreement with an unrelated party. Under the terms of the agreement, the Company will pay $215,000

a week plus expenses for services rendered. Payment for such services will become due and payable only upon the closing of the Company’s initial Business Combination. Interest will be charged at a rate of

per annum on fees incurred under the terms of the agreement. There have been no services provided under the agreement for the period ended December

31, 2020. For the period from January

1, 2021 through March

3, 2021 fees for services provided are approximately

$450,000.

Shareholders' Equity

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Shareholder's Equity

NOTE 7. SHAREHOLDERS’ EQUITY

Preference Shares

—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Class

A Ordinary Shares

—The Company is authorized to issue 400,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 9,091,005 Class A ordinary shares issued and outstanding, excluding 63,358,995 Class A ordinary shares subject to possible redemption. At December 31, 2020, there were 10,703,014 Class A ordinary shares issued and outstanding, excluding 61,746,986 Class A ordinary shares subject to possible redemption.

Class

B Ordinary Shares

—The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 18,112,500 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B Shares will automatically convert into Class A ordinary shares at the time of a Business Combination, on a

one-for-one

basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an

as-converted

basis, 20% of the sum of the total number of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

NOTE

. SHAREHOLDERS’ EQUITY

Preference Shares

—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2020, there were no preference shares issued or outstanding.

Class

A Ordinary Shares

Class

B Ordinary Shares

—The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 18,112,500 Class B ordinary shares issued and outstanding.

The Class B Shares will automatically convert into Class A ordinary shares at the time of a Business Combination, on a

one-for-one

as-converted

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company 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, qualified or deemed to be exempt under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $

18.00

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

30-day

redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of

days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price and the “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable 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 Public Shares (or any successor securities thereto) 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 Public Shares (or any successor securities thereto) for cash, securities or other property, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except if the reference value equals or exceeds

$10.00 and is less than $18.00 (as described above), so long as they are held by the initial purchasers or their permitted transferees and (z)

the Private Placement Warrants and the Class

A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable under all redemption scenarios by the Company and exercisable by such holders on the same basis as the Public Warrants.

Warrant Liability

3 Months Ended

Mar. 31, 2021

Warrant Liability [Abstract]

Warrant Liability

NOTE 8. WARRANT LIABILITY

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00

. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder and

•

if, and only if, the last reported sale price of the Company’s Class A ordinary shares for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like).

30-day

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00

. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares;

•

if, and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like); and

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable under all redemption scenarios by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:



Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	724,779,404	$	724,716,476
Liabilities:
Warrant liability – Public Warrants		1		41,538,000		53,130,000
Warrant Liability – Private Placement Warrants		2		19,481,868		24,918,668

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations.

The Warrants were valued as of July 16, 2020 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability adjusted volatility considering the probability of consummation of a Business Combination. The probability adjusted volatility as of the IPO date was derived from observable public warrant pricing on comparable `blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker AACQW. For the subsequent measurements of the Private Warrants after the detachment of the Public Warrants from the Units, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. As such, the Private Placement Warrants are classified as Level 2.

The following table presents the changes in the fair value of warrant liabilities:


	Private			Public			Warrant
Fair value as of January 1, 2021	$	24,918,668		$	53,130,000		$	78,048,668
Change in valuation		(5,436,800	)		(11,592,000	)		(17,028,800	)

Fair value as of March 31, 2021	$	19,481,868		$	41,538,000		$	61,019,868

NOTE

. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	724,716,476
Liabilities:
Warrant Liability – Public Warrants		1		53,130,000
Warrant Liability – Private Placement Warrants		2		24,918,668

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations.

The following table presents the changes in the fair value of warrant liabilities:


	Private		Public		Warrant
Fair value as of January 2 4, 2020	$	—	$	—	$	—
Initial measurement on July 16, 2020		17,556,334		37,432,500		54,988,834
Change in valuation inputs or other 1		7,362,334		15,697,500		23,059,834

Fair value as of December 31, 2020	$	24,918,668	$	53,130,000	$	78,048,668

Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $23,059,834 during the period from July 16, 2020 through December 31, 2020.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

NOTE

. SUBSEQUENT EVENTS

As a result of the Proposed Business Combination, each issued and outstanding Class A ordinary share and Class B ordinary share of the Company will convert into a share of Class A common stock and Class B common stock of Artius, respectively, and then such shares will each convert into a share of common stock of Origin (“Common Stock”), and each issued and outstanding warrant to purchase Class A ordinary shares of the Company will be exercisable by its terms to purchase an equal number of shares of Common Stock following the Business Combination.

The aggregate stock consideration to be distributed to Micromidas’s holders at the effective time of the Merger (the “Effective Time”) is

78,213,000

shares of Common Stock, which is subject to certain downward adjustments pursuant to the Merger Agreement. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Micromidas or the holders of any of Micromidas’s securities:

(a)

each share of Micromidas common stock (“Micromidas Common Stock”), series A preferred stock (“Micromidas Series A Preferred Stock”), series B preferred stock (“Micromidas Series B Preferred Stock”) and series C preferred stock (“Micromidas Series C Preferred Stock”), in each case outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive a number of shares of 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);

(b)	any shares of Micromidas capital stock held in the treasury of Micromidas or owned by the Company, Merger Sub or Micromidas immediately prior to the Effective Time will be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto;

(c)	each issued and outstanding share of common stock of Merger Sub will be converted into and become one validly issued, fully paid and non-assessable share of common stock of the surviving corporation in the Merger; and

(d)

(e)

each option to purchase Micromidas Common Stock that is outstanding under Micromidas’s 2010 Stock Incentive Plan and the 2020 Equity Incentive Plan (the “Equity Incentive Plans”) (each, a “Company Option”) held by a former employee or service provider of Micromidas, Inc. (each, a “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 and settled in the applicable number of shares of Micromidas Common Stock, rounded down to the nearest whole share, and treated in accordance with clause (a) above. Each Former Employee Option that is unvested and outstanding immediately prior to the Effective Time shall be automatically cancelled at the Closing without the payment of consideration. From and after the Closing, except with respect to the holder’s right to receive Common Stock, if any, the Former Employee Option shall be cancelled and cease to be outstanding and the holder shall cease to have any rights with respect thereto;

(f)

each Company 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 Common Stock (each, a “Converted Option”) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Micromidas Common Stock subject to such Company 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 Company 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 Common Stock purchasable pursuant to such Converted Options shall be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); provided, further, however, that in the case of such Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of 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,

As additional consideration for the Merger, after the Effective Time, Origin will issue to certain holders of Micromidas’s securities up to

million additional shares of Common Stock (the “Earnout Shares”) as follows: (i) one third of the Earnout Shares will be issued when the volume weighted average price of Common Stock (“VWAP”) equals or exceeds

$15.00 for 10 consecutive trading days during the three year period following the closing of the Proposed Business Combination, (ii)

one third

of the Earnout Shares will be issued when VWAP equals or exceeds $20.00 for 10 consecutive trading days during the four year period following the closing of the Proposed Business Combination, and (iii)

one third

of the Earnout Shares will be issued when VWAP equals or exceeds $25.00 for 10 consecutive trading days during the five year period following the closing of the Proposed Business Combination.

Concurrently with the execution of the Merger Agreement, the Company entered into the following agreements:

•

Common Stock in connection with the closing of the Proposed Business Combination for aggregate gross proceeds of $200,000,000 (the “PIPE Placement”);

•

Lock-up

Agreement, pursuant to which the Sponsor, certain executive officers and directors of Micromidas and certain existing stockholders of Micromidas agreed to restrict, among other things, the transfer of Company securities held by such holders immediately following the Closing 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 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 the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing date that results in all of the public stockholders of the Company having the right to exchange their shares of Common Stock for cash, securities or other property.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Form 10-Q

and Article 8 of Regulation

S-X

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form

10-K/A

Basis of Presentation

Emerging Growth Company

non-emerging

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.

Warrant Liability

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 8).

Warrant Liability

Income Taxes

more-likely-than-not

Income Taxes

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Class A Ordinary Shares Subject to Possible Redemption

Net Loss Per Ordinary Share

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

Net income (loss) per share, basic and diluted, for

non-redeemable

ordinary shares outstanding for the period.

Non-redeemable

ordinary shares includes Founder Shares and

non-redeemable

ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares participates in the income or loss on marketable securities based on

non-redeemable

ordinary shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31, 2021			For the Period from January 24, 2020 (Inception) through March 31, 2020
Class A ordinary shares subject to possible redemption
Numerator: Earnings attributable to ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	55,031		$	—
Unrealized gain (loss) on marketable securities held in Trust Account		—			—
Less: interest available to be withdrawn for payment of taxes		—			—

Net income attributable	$	55,031		$	—

Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		61,746,986			—

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.00


Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	16,179,940		$	(9,069	)
Less: Net income allocable to Class A ordinary shares subject to possible redemption		(55,031	)		—

Non-Redeemable Net Loss	$	16,124,909		$	(9,069	)

Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		28,815,514			15,750,000

Basic and diluted net loss per share, Non-redeemable ordinary shares	$	0.56		$	(0.00	)

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the

two-class

Net Loss Per Common Share

35,476,667

shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the

two-class

Net loss per share, basic and diluted, for

non-redeemable

common stock outstanding for the period.

Non-redeemable

common stock includes Founder Shares and

non-redeemable

shares of common stock as these shares do not have any redemption features.

Non-redeemable

common stock participates in the income or loss on marketable securities based on

non-redeemable

common stock shares’ proportionate interest.


	For the Period from January 24, 2020 (Inception) through December 31, 2020
Common stock subject to possible redemption
Numerator: Earnings allocable to Class A Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account		181,127
Unrealized gain on marketable securities held in Trust Account		3,375

Net income allocable to shares subject to possible redemption	$	184,502

Denominator: Weighted Average Class A Common stock subject to possible redemption

Basic and diluted weighted average shares outstanding		63,958,721


Basic and diluted net income per share	$	0.00


Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(25,872,350	)
Net income allocable to Class A Common stock subject to possible redemption		184,502
Non-Redeemable Net Loss	$	(26,056,852	)

Denominator: Weighted Average Non-Redeemable Common Stoc k
Basic and diluted weighted average shares outstanding		21,242,273


Basic and diluted net loss per share	$	(1.23	)

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Description of Organization And Business Operations - Additional Information (Detail) - USD ($)			3 Months Ended	11 Months Ended
	Jul. 16, 2022	Jul. 16, 2020	Mar. 31, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Entity Incorporation, Date of Incorporation			Jan. 24, 2020	Jan. 24, 2020
Issue of common stocks, Initial public offering				72,450,000
Proceeds from Issuance of Initial Public Offering		$ 724,500,000
Warrants issued, price per warrants		$ 10.00
Proceeds from Issuance of Warrants		$ 724,500,000
Transaction costs		40,686,819
Underwriting fees Paid		14,490,000
Deferred underwriting fees		25,357,500	$ 25,357,500	$ 25,357,500
Other offering costs		$ 839,319
Operating bank accounts			359,067	$ 1,123,407
Percentage of fair market value of target business to net assets held in the trust account		80.00%
Percentage of redeeming shares of public shares without the company's prior written consent		15.00%
Percentage of timing of the company's obligation to redeem public shares before business combination		100.00%
Going Concern Consideration [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Operating bank accounts			359,067
Securities held in the trust account			725,779,404
Working capital			$ 432,266
Redemption Of Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Net tangible assets		$ 5,000,001
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Business combination issued and outstanding voting securities		50.00%
Business combination, net tangible assets acquired		$ 5,000,001
Asset Held in Trust
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Redemption of share, price per share		$ 10.00
Forecast
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Percentage of timing of the company's obligation to redeem public shares before business combination	100.00%
Estimated costs of winding up	$ 100,000
Private Placement Warrants
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Warrants issued during the period		11,326,667
Warrants issued, price per warrants		$ 1.50
Proceeds from Issuance of Warrants		$ 16,990,000
Private Placement Warrants \| Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Investment In Trust Account Maturity Term		0 days
IPO
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Issue of common stocks, Initial public offering			35,476,667
Overallotement Option \| IPO
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock shares subject to forfeiture		9,450,000
Common Class A \| IPO
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Issue of common stocks, Initial public offering	72,450,000		72,450,000
Shares issued, price per share		$ 10.00	$ 10.00
Common Class A \| Overallotement Option
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Issue of common stocks, Initial public offering		72,450,000

Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Warrants In Financial Statements (Detail) - USD ($)	2 Months Ended	3 Months Ended	8 Months Ended	11 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Sep. 30, 2020	Dec. 31, 2020	Jul. 16, 2020	Jan. 23, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant Liability		$ 61,019,868	$ 57,117,434	$ 78,048,668	$ 54,988,834
Class A Common Stock Subject to Possible Redemption		633,834,294		617,654,356
Common stock				1,070
Additional paid-in capital		14,689,698	9,884,554	30,869,475	7,706,287
Accumulated deficit		(9,692,410)	(4,887,218)	(25,872,350)	(2,708,534)
Stockholders' Equity	$ 15,931	5,000,008		5,000,006		$ 0
Formation And Operating Costs	(9,069)	(911,788)	(2,836,706)	(3,028,992)
Non-cash compensation expense related to private placement warrants			566,333	566,333
Allocation of initial public offering proceeds to derivative liability			2,121,032	2,121,032
Change in fair value of warrant liability			(2,128,600)	(23,059,834)
Net loss	$ (9,069)	16,179,940	$ (4,887,218)	$ (25,872,350)
Weighted average shares outstanding, Common stock subject to possible redemption			19,148,062	21,242,273
Basic and diluted net loss per ordinary share			$ (0.13)	$ (1.23)
Initial classification of warrant liability			$ 54,988,834	$ 54,988,834
Initial classification of common stock subject to possible redemption			640,817,776	640,817,776
Change in value of common stock subject to possible redemption		16,179,938	$ (2,178,289)	$ (23,163,420)
Common Stock Subject to Mandatory Redemption [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Weighted average shares outstanding, Common stock subject to possible redemption			64,081,778	63,958,721
Basic and diluted net loss per ordinary share			$ 0.00	$ 0.00
Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A Common Stock Subject to Possible Redemption			$ 638,639,487	$ 617,654,356	640,817,776
Common stock		909	859	1,070	837
Common Class A [Member] \| Common Stock Subject to Mandatory Redemption [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss		$ 55,031		$ 184,502
Weighted average shares outstanding, Common stock subject to possible redemption		61,746,986		63,958,721
Basic and diluted net loss per ordinary share	$ 0.00	$ 0.00		$ 0.00
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant Liability			0	$ 0	0
Common stock				290
Additional paid-in capital			5,069,161	5,123,060	5,019,473
Accumulated deficit			(71,254)	(125,151)	(21,169)
Stockholders' Equity				5,000,010
Formation And Operating Costs			(149,341)	(341,627)
Change in fair value of warrant liability			0	0
Net loss			$ (71,254)	$ (125,151)
Weighted average shares outstanding, Common stock subject to possible redemption			17,406,749	18,400,891
Basic and diluted net loss per ordinary share			$ (0.01)	$ (0.02)
Initial classification of warrant liability			$ 0	$ 0
Initial classification of common stock subject to possible redemption			695,806,610	695,806,610
Change in value of common stock subject to possible redemption			(49,689)	(103,590)
Previously Reported [Member] \| Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A Common Stock Subject to Possible Redemption			695,756,921	695,703,020	695,806,610
Common stock			288		287
Revision of Prior Period, Reclassification, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant Liability			57,117,434	78,048,668	54,988,834
Common stock				780
Additional paid-in capital			4,815,393	25,746,415	2,686,814
Accumulated deficit			(4,815,964)	(25,747,199)	(2,687,365)
Stockholders' Equity				(4)
Formation And Operating Costs			(2,687,365)	(2,687,365)
Non-cash compensation expense related to private placement warrants			566,333	566,333
Allocation of initial public offering proceeds to derivative liability			2,121,032	2,121,032
Change in fair value of warrant liability			(2,128,600)	(23,059,834)
Net loss			$ (4,815,964)	$ (25,747,199)
Weighted average shares outstanding, Common stock subject to possible redemption			1,741,313	2,841,382
Basic and diluted net loss per ordinary share			$ (0.12)	$ (1.21)
Initial classification of warrant liability			$ 54,988,834	$ 54,988,834
Initial classification of common stock subject to possible redemption			(54,988,834)	(54,988,834)
Change in value of common stock subject to possible redemption			$ (2,128,600)	(23,059,830)
Revision of Prior Period, Reclassification, Adjustment [Member] \| Common Stock Subject to Mandatory Redemption [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted net loss per ordinary share			$ 0
Revision of Prior Period, Reclassification, Adjustment [Member] \| Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A Common Stock Subject to Possible Redemption			$ (57,117,434)	$ (78,048,664)	54,988,834
Common stock			$ 571		$ 550

Summary of Significant Accounting Policies - Summary Of Basic And Diluted Loss Per Ordinary Share (Detail) - USD ($)	2 Months Ended	3 Months Ended	8 Months Ended	11 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Sep. 30, 2020	Dec. 31, 2020
Numerator: Earnings allocable to Class A Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account		$ 62,928		$ 212,516
Unrealized gain (loss) on marketable securities held in Trust Account				3,960
Net income attributable	$ (9,069)	16,179,940	$ (4,887,218)	$ (25,872,350)
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding			19,148,062	21,242,273
Basic and diluted net loss per ordinary share			$ (0.13)	$ (1.23)
Numerator: Net Loss minus Net Earnings
Net loss	$ (9,069)	$ 16,179,940	$ (4,887,218)	$ (25,872,350)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding			19,148,062	21,242,273
Basic and diluted net income per share			$ (0.13)	$ (1.23)
Common Stock Subject to Mandatory Redemption [Member]
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding			64,081,778	63,958,721
Basic and diluted net loss per ordinary share			$ 0.00	$ 0.00
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding			64,081,778	63,958,721
Basic and diluted net income per share			$ 0.00	$ 0.00
Non Redeemable Common Stock [Member]
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding	15,750,000	28,815,514
Basic and diluted net loss per ordinary share	$ 0.00	$ 0.56
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding	15,750,000	28,815,514
Basic and diluted net income per share	$ 0.00	$ 0.56
Common Class A [Member] \| Common Stock Subject to Mandatory Redemption [Member]
Numerator: Earnings allocable to Class A Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account		$ 55,031		$ 181,127
Unrealized gain (loss) on marketable securities held in Trust Account		0		3,375
Net income attributable		$ 55,031		$ 184,502
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		61,746,986		63,958,721
Basic and diluted net loss per ordinary share	0.00	$ 0.00		$ 0.00
Numerator: Net Loss minus Net Earnings
Net loss		$ 55,031		$ 184,502
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding		61,746,986		63,958,721
Basic and diluted net income per share	$ 0.00	$ 0.00		$ 0.00
Common Class A [Member] \| Non Redeemable Common Stock [Member]
Numerator: Earnings allocable to Class A Common stock subject to possible redemption
Net income attributable	$ (9,069)	$ 16,179,940		$ (25,872,350)
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding	15,750,000	28,815,514		21,242,273
Basic and diluted net loss per ordinary share	$ 0.00	$ 0.56		$ (1.23)
Numerator: Net Loss minus Net Earnings
Net loss	$ (9,069)	$ 16,179,940		$ (25,872,350)
Less: Net income allocable to Class A ordinary shares subject to possible redemption		(55,031)		184,502
Non-Redeemable Net Loss	$ (9,069)	$ 16,124,909		$ (26,056,852)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding	15,750,000	28,815,514		21,242,273
Basic and diluted net income per share	$ 0.00	$ 0.56		$ (1.23)

Related Party Transactions - Additional Information (Detail) - USD ($)				2 Months Ended	3 Months Ended	11 Months Ended
	Jul. 14, 2020	Jul. 13, 2020	Feb. 04, 2020	Mar. 31, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Repayment of notes payable to related party current		$ 215,215				$ 814,319
Debt instrument convertible portion					$ 1,500,000	$ 1,500,000
Debt instrument conversion price per unit					$ 1.50	$ 1.50
Private Warrant [Member]
Related Party Transaction [Line Items]
Minimum lock In period required for warrant exercise from the date of business combination					30 days	365 days
Sponsor
Related Party Transaction [Line Items]
Percentage of founder shares to total issued and outstanding shares					20.00%	20.00%
Sponsor \| Maximum
Related Party Transaction [Line Items]
Debt instrument face value			$ 300,000
Sponsor \| Administrative Services
Related Party Transaction [Line Items]
Related party transaction amounts of transaction	$ 25,000			$ 0	$ 75,000	$ 137,500
Sponsor \| Offering Costs
Related Party Transaction [Line Items]
Related party transaction amounts of transaction			$ 25,000
Sponsor \| Founder Shares
Related Party Transaction [Line Items]
Stock issued during the period for services			11,500,000
Common stock shares outstanding		18,112,500
Common stock shares subject to forfeiture					2,362,500	2,362,500
Share transfer, trigger price price per share					$ 12.00	$ 12.00
Number of consecutive trading days for determining share price					20 days	20 days
Number of trading days for determining share price					30 days	30 days

Commitments - Additional Information (Detail)				2 Months Ended	3 Months Ended	11 Months Ended
Commitments - Additional Information (Detail)	Feb. 16, 2021 USD ($) Trading_Days $ / shares shares	Sep. 30, 2020 USD ($)	Jul. 16, 2020 USD ($)	Mar. 03, 2021 USD ($)	Mar. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares shares	Jul. 13, 2020
Percentage of holders entitled to make demands					20.00%		20.00%
Underwriting fee, per unit \| $ / shares					$ 0.35	$ 0.35
Deferred underwriting fees \| $			$ 25,357,500		$ 25,357,500	$ 25,357,500
Deferred compensation expense for services rendered \| $				$ 450,000	$ 450,000
Issue of common stocks, Initial public offering \| shares						72,450,000
Proceeds from sale of Units, net of underwriting discounts paid \| $						$ 710,010,000
Merger Agreement
Business acquisition, equity interest issued or issuable, number of shares \| shares	78,213,000
Earnout Consideration \| Merger Agreement
Business acquisition, equity interest issued or issuable, additional number of shares \| shares	25,000,000
Sponsor Letter Agreement \| Class B ordinary shares
Shares subject to vesting and forfeiture provisions \| shares	4,500,000
Subscription Agreements \| Investor
Issue of common stocks, Initial public offering \| shares	20,000,000
Proceeds from sale of Units, net of underwriting discounts paid \| $	$ 200,000,000
VWAP Greater Than Or Equals To Dollar Fifteen \| Earnout Consideration
Business acquisition, earnout shares issuance ratio	33.33
Minimum volume weighted average share price required to trigger issuance of earnout shares \| $ / shares	$ 25.00
Business acquisition, threshold consecutive trading days to trigger issuance of earnout shares	10 days
Business acquisition, earnout shares issuance term	5 years
VWAP Greater Than Or Equals To Dollar Twenty \| Earnout Consideration
Business acquisition, earnout shares issuance ratio	33.33
Minimum volume weighted average share price required to trigger issuance of earnout shares \| $ / shares	$ 15.00
Business acquisition, threshold consecutive trading days to trigger issuance of earnout shares	10 days
Business acquisition, earnout shares issuance term	3 years
VWAP Greater Than Or Equals To Dollar Twenty Five \| Earnout Consideration
Business acquisition, earnout shares issuance ratio	33.33
Minimum volume weighted average share price required to trigger issuance of earnout shares \| $ / shares	$ 20.00
Business acquisition, threshold consecutive trading days to trigger issuance of earnout shares	10 days
Business acquisition, earnout shares issuance term	4 years
Share Price Greater Than Or Equals To Dollar Twelve \| Lockup Agreement
Share transfer restrictions, lock in period	365 days
Share transfer restrictions, trigger price per share \| $ / shares	$ 12.00
Share transfer restrictions, threshold consecutive trading days \| Trading_Days	20
Share transfer restrictions, threshold trading days \| Trading_Days	30
Share transfer restrictions, threshold number of days after closing of business combination	150 days
Acquisition Support Agreement
Deferred compensation expense for services rendered \| $		$ 215,000
Deferred interest rate on fees		8.00%

Shareholder' s Equity - Additional Information (Detail) - $ / shares	3 Months Ended	11 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Mar. 03, 2021	Sep. 30, 2020	Jan. 24, 2020
Class of Stock [Line Items]
Preferred shares authorised	1,000,000	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares issued	0	0
Preferred stock, shares outstanding	0	0
Percentage of the common stock outstanding when common stock is converted from class to another	20.00%	20.00%
Share price	$ 9.20	$ 9.20
Public Warrants
Class of Stock [Line Items]
Term of warrants	5 years	5 years
Private Warrant
Class of Stock [Line Items]
Share price		$ 12.00
Warrant instrument redemption threshold trading days		30 days
Minimum lock In period required for warrant exercise from the date of business combination	30 days	365 days
Warrant instrument redemption threshold consecutive trading days		20 days
Number of days for a particular event to get over for determining trading period		150 days
Minimum
Class of Stock [Line Items]
Class of warrants, exercise price adjustment percentage	115.00%	115.00%
Maximum
Class of Stock [Line Items]
Class of warrants, exercise price adjustment percentage	180.00%	180.00%
Event Triggering Warrant Redemption When The Share Issue Price Is Less Than The Threshold
Class of Stock [Line Items]
Number of trading days for determining volume weighted average share price	20 days	20 days
Percentage of capital raised for business combination to total equity proceeds	60.00%				60.00%
Share Trigger Price One
Class of Stock [Line Items]
Warrant instrument redemption threshold trading days	30 days	30 days
Warrant instrument redemption threshold consecutive trading days	20 days	20 days
Share Trigger Price One \| Public Warrants
Class of Stock [Line Items]
Class of warrants redemption notice period	30 days	30 days
Class of warrants redemption price per unit	$ 0.01	$ 0.01
Share Trigger Price Two \| Public Warrants
Class of Stock [Line Items]
Class of warrants redemption price per unit	$ 0.10	$ 0.10
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized	400,000,000	400,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock shares issued	9,091,005	10,703,014
Common stock, shares outstanding	9,091,005	10,703,014
Temporary Equity, Shares Outstanding	63,358,995	61,746,986
Common stock description of voting rights	one vote for each share	one vote for each share
Common Class A \| Minimum
Class of Stock [Line Items]
Share redemption trigger price per share		$ 10.00
Common Class A \| Maximum
Class of Stock [Line Items]
Share redemption trigger price per share		18.00
Common Class A \| Share Trigger Price One
Class of Stock [Line Items]
Share redemption trigger price per share	$ 18.00	18.00
Common Class A \| Share Trigger Price Two
Class of Stock [Line Items]
Share redemption trigger price per share	$ 10.00	$ 10.00
Common Class B
Class of Stock [Line Items]
Common stock, shares authorized	50,000,000	50,000,000		50,000,000
Common stock, par value	$ 0.0001	$ 0.0001		$ 0.0001
Common stock shares issued	18,112,500	18,112,500		18,112,500
Common stock, shares outstanding	18,112,500	18,112,500
Common stock description of voting rights	one vote for each share	one vote for each share

Subsequent Events - Additional Information (Detail)		11 Months Ended
Subsequent Events - Additional Information (Detail)	Feb. 16, 2021 USD ($) Trading_Days $ / shares shares	Dec. 31, 2020 USD ($) shares
Subsequent Event [Line Items]
Issue of common stocks, Initial public offering		72,450,000
Proceeds from sale of Units, net of underwriting discounts paid \| $		$ 710,010,000
Subscription Agreements \| Investor
Subsequent Event [Line Items]
Issue of common stocks, Initial public offering	20,000,000
Proceeds from sale of Units, net of underwriting discounts paid \| $	$ 200,000,000
Sponsor Letter Agreement \| Class B ordinary shares
Subsequent Event [Line Items]
Shares Subject To Vesting And Forfeiture Provisions	4,500,000
Share Price Greater Than Or Equals To Dollar Twelve \| Lockup Agreement [Member]
Subsequent Event [Line Items]
Share Transfer Restrictions, Lock In Period	365 days
Share Transfer Restrictions, Trigger Price Per Share \| $ / shares	$ 12.00
Share Transfer Restrictions, Threshold Consecutive Trading Days \| Trading_Days	20
Share Transfer Restrictions, Threshold Trading Days \| Trading_Days	30
Share Transfer Restrictions, Threshold Number Of Days After Closing Of Business Combination	150 days
Earnout Consideration \| VWAP Greater Than Or Equals To Dollar Fifteen
Subsequent Event [Line Items]
Business Acquisition, Earnout Shares Issuance Ratio	33.33
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares \| $ / shares	$ 25.00
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares	10 days
Business Acquisition, Earnout Shares Issuance Term	5 years
Earnout Consideration \| VWAP Greater Than Or Equals To Dollar Twenty
Subsequent Event [Line Items]
Business Acquisition, Earnout Shares Issuance Ratio	33.33
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares \| $ / shares	$ 15.00
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares	10 days
Business Acquisition, Earnout Shares Issuance Term	3 years
Earnout Consideration \| VWAP Greater Than Or Equals To Dollar Twenty Five
Subsequent Event [Line Items]
Business Acquisition, Earnout Shares Issuance Ratio	33.33
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares \| $ / shares	$ 20.00
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares	10 days
Business Acquisition, Earnout Shares Issuance Term	4 years
Merger Agreement
Subsequent Event [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	78,213,000
Merger Agreement \| Earnout Consideration
Subsequent Event [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Additional Number of Shares	25,000,000
Subsequent Event \| Subscription Agreements \| Investor \| Common Stock
Subsequent Event [Line Items]
Issue of common stocks, Initial public offering	20,000,000
Proceeds from sale of Units, net of underwriting discounts paid \| $	$ 200,000,000
Subsequent Event \| Sponsor Letter Agreement \| Class B ordinary shares
Subsequent Event [Line Items]
Shares Subject To Vesting And Forfeiture Provisions	4,500,000
Subsequent Event \| Share Price Greater Than Or Equals To Dollar Twelve \| Lockup Agreement [Member] \| Common Stock
Subsequent Event [Line Items]
Share Transfer Restrictions, Lock In Period	365 days
Share Transfer Restrictions, Trigger Price Per Share \| $ / shares	$ 12.00
Share Transfer Restrictions, Threshold Consecutive Trading Days \| Trading_Days	20
Share Transfer Restrictions, Threshold Trading Days \| Trading_Days	30
Share Transfer Restrictions, Threshold Number Of Days After Closing Of Business Combination	150 days
Subsequent Event \| Earnout Consideration \| VWAP Greater Than Or Equals To Dollar Fifteen
Subsequent Event [Line Items]
Business Acquisition, Earnout Shares Issuance Ratio	33.33
Subsequent Event \| Earnout Consideration \| VWAP Greater Than Or Equals To Dollar Fifteen \| Common Stock
Subsequent Event [Line Items]
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares \| $ / shares	$ 15.00
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares	10 days
Business Acquisition, Earnout Shares Issuance Term	3 years
Subsequent Event \| Earnout Consideration \| VWAP Greater Than Or Equals To Dollar Twenty
Subsequent Event [Line Items]
Business Acquisition, Earnout Shares Issuance Ratio	33.33
Subsequent Event \| Earnout Consideration \| VWAP Greater Than Or Equals To Dollar Twenty \| Common Stock
Subsequent Event [Line Items]
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares \| $ / shares	$ 20.00
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares	10 days
Business Acquisition, Earnout Shares Issuance Term	4 years
Subsequent Event \| Earnout Consideration \| VWAP Greater Than Or Equals To Dollar Twenty Five
Subsequent Event [Line Items]
Business Acquisition, Earnout Shares Issuance Ratio	33.33
Subsequent Event \| Earnout Consideration \| VWAP Greater Than Or Equals To Dollar Twenty Five \| Common Stock
Subsequent Event [Line Items]
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares \| $ / shares	$ 25.00
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares	10 days
Business Acquisition, Earnout Shares Issuance Term	5 years
Subsequent Event \| Merger Agreement \| Common Stock
Subsequent Event [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	78,213,000
Subsequent Event \| Merger Agreement \| Earnout Consideration \| Common Stock
Subsequent Event [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Additional Number of Shares	25,000,000

Condensed Consolidated Statement Of Changes In Shareholder's Equity (Parenthetical)	11 Months Ended
	Dec. 31, 2020 shares
Net of underwriting discounts and offering costs	72,450,000

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended	11 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Federal depository insurance coverage	$ 250,000	$ 250,000
Cash and cash equivalents, at carrying value	$ 0	$ 0
Weighted average number of ordinary shares outstanding		35,476,667
Stock issued during period, new issues		72,450,000
IPO [Member]
Significant Accounting Policies [Line Items]
Stock issued during period, new issues	35,476,667

Fair Value Measurements - Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value (Detail) (Parenthetical)	6 Months Ended
	Dec. 31, 2020 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3	$ 23,059,834

Private Placement - Additional Information (Detail) - USD ($)		3 Months Ended
	Jul. 16, 2020	Mar. 31, 2021
Class of Warrant or Right [Line Items]
Proceeds from issue of warrants	$ 724,500,000
Warrants issued, price per warrants	$ 10.00
Sponsor
Class of Warrant or Right [Line Items]
Proceeds from issue of warrants	$ 16,990,000	$ 16,990,000
Exercise price of warrants	$ 11.50	$ 11.50
Warrants issued during the period	11,326,667	11,326,667
Warrants issued, price per warrants	$ 1.50	$ 1.50

Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jul. 16, 2020	Jan. 23, 2020
Liabilities:
Warrant Liability	$ 61,019,868	$ 78,048,668	$ 57,117,434	$ 54,988,834
Fair Value, Recurring [Member]
Assets:
Marketable securities held in Trust Account	724,779,404	724,716,476
Liabilities:
Warrant Liability		78,048,668			$ 0
Public warrant
Liabilities:
Warrant Liability	41,538,000	53,130,000
Public warrant \| Fair Value, Recurring [Member]
Liabilities:
Warrant Liability	41,538,000	53,130,000			0
Private placement warrant
Liabilities:
Warrant Liability	19,481,868	24,918,668
Private placement warrant \| Fair Value, Recurring [Member]
Liabilities:
Warrant Liability	$ 19,481,868	$ 24,918,668			$ 0