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

Registration No. 333-254012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 3

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ARTIUS ACQUISITION INC.

(Exact Name of Registrant as Specified in its charter)

3 Columbus Circle, Suite 2215

New York, NY 10019

(212) 309-7668

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

Boon Sim

Chief Executive Officer and Chief Financial Officer

3 Columbus Circle, Suite 2215

New York, NY 10019

(212) 309-7668

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

Copies to:

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

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

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

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

CALCULATION OF REGISTRATION FEE

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

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

PRELIMINARY PROXY STATEMENT AND PROSPECTUS

SUBJECT TO COMPLETION, DATED MAY 25, 2021

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

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

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

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

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

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

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

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

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

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

This proxy statement/prospectus is dated                 , 2021 and

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

LETTERS TO SHAREHOLDERS OF ARTIUS ACQUISITION INC.

Artius Acquisition Inc.

3 Columbus Circle, Suite 2215

New York, NY 10019

(212) 309-7668

Dear Artius Acquisition Inc. Shareholder:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ADDITIONAL INFORMATION

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

WHERE YOU CAN FIND MORE INFORMATION

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

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

Artius Acquisition Inc.

3 Columbus Circle, Suite 2215

New York, NY 10019

(212) 309-7668

Email: info@artiuscapital.com

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

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and Brokers call (203) 658-9400

Email: AACQ.info@investor.morrowsodali.com

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

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

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

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

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

TO BE HELD JUNE 23, 2021

To the Shareholders of Artius Acquisition Inc.:

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

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

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

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

TABLE OF CONTENTS

FREQUENTLY USED TERMS

In this proxy statement/prospectus:

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

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

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

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

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

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

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

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

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

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

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

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

“Artius Executives” means Charles Drucker and Boon Sim.

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

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

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

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

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

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

“Artius Public Warrant” means the public warrants of Artius.

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

“Board” means the board of directors of Artius.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“FINRA” means the Financial Industry Regulatory Authority.

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

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

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

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

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

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

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

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

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

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

“IPO Closing Date” means July 16, 2020.

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

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

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

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

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

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

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

“Nasdaq” means The Nasdaq Stock Market LLC.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Rule 144” means Rule 144 of the Securities Act.

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

“SEC” means the United States Securities and Exchange Commission.

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

“Section 203” means Section 203 of the DGCL.

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

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

“Sponsor” means Artius Acquisition Partners LLC.

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

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

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

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

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

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

“Transfer Agent” means Continental Stock Transfer & Trust Company.

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

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

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

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

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Selected Comparative Per Share Information

Comparative Per Share Data of Artius

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

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

Comparative Per Share Data of Origin

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

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RISK FACTORS

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

Risks Related to Origin’s Business

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

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

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

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

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

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

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

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

Origin may not manage growth effectively.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Origin’s Operations and Industry

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

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

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

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

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

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

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

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

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

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

Origin has not produced its products in large commercial quantities.

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

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

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

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

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

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

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

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

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

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

Origin’s products may not achieve market success.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Government Regulation

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

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

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

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

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

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

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

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

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

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

Risks Related to Origin’s Intellectual Property

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Other Risks Related to Origin’s Business

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Artius and the Business Combination

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the Combined Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

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In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Past performance by our Sponsor, Artius Acquisition Partners LLC, and by our management team may not be indicative of future performance of an investment in Artius or the Combined Company.

Past performance by Artius Acquisition Partners LLC and by our management team is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of Artius Acquisition Partners LLC or our management team’s performance as indicative of the future performance of an investment in Artius or the Combined Company or the returns Artius or the Combined Company will, or is likely to, generate going forward.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of the Combinced Company Common Stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of Combined Company Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Combined Company Common Stock. Following the closing of the Business Combination, our Initial Stockholders will hold approximately 7.4% of Combined Company Common Stock. In addition, the holders of Founder Shares, Private Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Artius Stock issuable upon the exercise of the Private Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement, to require us to register a sale of any of our securities held by them prior to the consummation of our initial business combination. In addition, at the closing of the Business Combination, the Registration Rights Holders will enter into the Investor Rights Agreement, pursuant to which the Sponsor and signatory stockholders of Origin and their permitted transferees will be entitled to, among other things, customary registration rights, including demand, piggy-back and shelf registration rights. In addition, concurrently with the execution and delivery of the Merger Agreement, we have entered into the Sponsor Letter Agreement with the Sponsor, pursuant to which the Sponsor has agreed to (i) vote all of its Class B ordinary shares in favor of the Business Combination and certain other matters, (ii) certain restrictions on the Sponsor Vesting Shares, and (iii) to pay or cause to be paid to Origin on the date of the Closing the amount of any excess Artius Transaction Expenses as determined in accordance with the procedures in the Merger Agreement, in each case upon the terms and subject to the conditions set forth therein. In addition, concurrently with the execution and delivery of the Merger Agreement, the Sponsor entered into the Lock-Up Agreement pursuant to which the Sponsor agreed that, with certain limited exceptions, the Artius securities held by the Sponsor may not be transferred until the earliest to occur of (i) 365 days after the date of the Closing; (ii) the first day after the date on which the closing price of the Combined Company Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Closing; or (iii) the date on which Artius completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Artius’s public stockholders having the right to exchange their Combined Company Common Stock for cash, securities or other property. In addition, given that the lock-up period on the Founder Shares is potentially shorter than most other blank check companies, these shares may become registered and available for sale sooner than Founder Shares in such other companies.

We may be unable to obtain additional financing to fund the operations and growth of the Combined Company.

We may require additional financing to fund the operations or growth of the Combined Company. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the

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Combined Company. None of our officers, directors or stockholders is required to provide any financing to us in connection with or following the closing of the Business Combination.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

We are subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, we are required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

We have not registered the shares of Artius Common Stock issuable upon exercise of the Public Warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise Public Warrants, thus precluding such investor from being able to exercise its Public Warrants except on a cashless basis and potentially causing such Public Warrants to expire worthless.