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United States securities and exchange commission logo
April 5, 2021
Boon Sim
Chief Executive Officer and Chief Financial Officer
Artius Acquisition Inc.
3 Columbus Circle, Suite 2215
New York, NY 10019
Re: Artius Acquisition
Inc.
Registration
Statement on Form S-4
Filed March 9, 2021
File No. 333-254012
Dear Mr. Sim:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Summary
Origin, page 28
1. Please provide
additional information about Origin in the Summary section, including a
discussion of the stage
of development of its Platform Technology and products, its
history of net losses
and its expectations around revenue generation. As drafted
shareholders are
provided with little information regarding the business history or
prospects of the target
business, which is material to a decision of how to vote in relation
to the proposed
business combination.
2. Please provide
additional disclosure explaining the meaning of the terms "carbon neutral,"
"carbon negative," and
"net zero", as used throughout the prospectus.
Boon Sim
FirstName LastNameBoon Sim
Artius Acquisition Inc.
Comapany
April NameArtius Acquisition Inc.
5, 2021
April 25, 2021 Page 2
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FirstName LastName
Subscription Agreements, page 31
3. We note your disclosure that, concurrently with the execution of the
Merger Agreement,
Artius entered into the Subscription Agreements with the PIPE
Investors for an aggregate
purchase price equal to $200.0 million for 20 million shares of
Combined Company
Common Stock. Please revise your disclosure to clearly identify the
PIPE Investors,
including Pepsi, Nestle and Danone, who are identified on page 233 but
who do not
account for the entire $200 million investment.
Our Board's Reasons for Approval of the Business Combination, page 33
4. Please provide additional disclosure in this section concerning:
The basis for the statement Origin is "one of the world's leading
carbon negative
materials companies", given that it is an early stage company with
a history of losses
and no revenues;
The identity of the "trusted third parties" that have validated
Origin s patented drop-
in technology, economics and carbon impact;
The validation process undertaken by these third parties and
results thereof; and
The nature of the support provided by the list of major global
customers and investors
provided at the bottom of page 33.
5. We note your disclosure both here and throughout the prospectus that
Origin has
"generated approximately $1.0 billion in customer demand in offtake
agreements and
capacity reservations (including embedded options)". We also note your
disclosure
starting on page F-35 that these agreements are subject to milestone
dates and a liquidated
damages provision, and that the company is currently seeking an
extension of the
milestone dates which are set to commence June 30, 2021. In addition,
we note the
agreements may be terminated if the company does not commence
commercial operations
by December 31, 2021. Please revise your disclosure both here and in
each place
throughout the prospectus that the "$1.0 billion in customer demand"
is cited to balance
the disclosure with the details provided on pages F-35 to F-36, so
that shareholders
understand the risks associated with the agreements and the context
surrounding
the customer demand you reference.
In addition, please file all offtake agreements as exhibits, or tell
us why you do not believe
you are required to do so. Based on the prepayments received and your
emphasis on the
agreements in the registration statement they appear to be material.
See Item 601(b)(10) of
Regulation S-K.
Selected Historical Financial Data of the Combined Company on a Pro Forma
Basis, page 47
6. Please disclose your pro forma net loss in the first table on page 48.
Risk Factors
Initially, Origin plans to rely solely on a single commercial scale facility.,
page 56
Boon Sim
FirstName LastNameBoon Sim
Artius Acquisition Inc.
Comapany
April NameArtius Acquisition Inc.
5, 2021
April 35, 2021 Page 3
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FirstName LastName
7. We note your disclosure that Origin s operating plan assumes that
Origin will have one
commercial scale facility until 2027. This appears to contradict your
disclosures
throughout the filing that the Origin 2 Plant will be operational in
2025. Please advise and
revise where appropriate.
Origin's business relies on proprietary information and other intellectual
property. . . ., page 65
8. You note that "licensing of intellectual property is important to
Origin s business" and that
"Origin licenses one or more material patents from the University of
California on a non-
exclusive basis." You have not discussed this license agreement in the
Intellectual
Property section of the prospectus starting on page 180 or elsewhere.
We also note your
statement on page 181 that Origin has a "strong downstream license
portfolio" and your
disclosure on page F-44 regarding patent licenses. Please disclose the
material terms of
each material license agreement, where appropriate, and file each as
an exhibit to the
filing. Alternatively, provide your analysis as to why such disclosure
and filing is not
required. See Item 601(b)(10) of Regulation S-K.
The Business Combination
Background of the Business Combination, page 102
9. In relation to your disclosure that Artius s Board of Directors
concluded that the Merger
Agreement, the other agreements contemplated thereby and the Business
Combination are
fair to, advisable and in the best interests of Artius and its
shareholders, please revise your
disclosure to provide further detail regarding how the valuation of
Origin was determined
and approved, including any precedent transactions considered and how
the projected
financial information was used. Please also disclose any transaction
multiples considered
in relation to industry medians, if available.
Certain Origin Projected Financial Information, page 109
10. We note your disclosure that Origin provided Artius with its
internally prepared base case
and upside case forecasts for each of the years in the ten-year period
ending 2030. We also
note that you have disclosed the "key elements" of the most recent
projections provided
by the management of Origin to Artius. Please revise this section to
disclose all material
projections rather than limiting the information to the "key elements"
thereof, and clearly
disclose the basis and assumptions used to calculate the forecasted
financial information.
In addition, please remove all disclaimers surrounding the financial
projections included
in the first two paragraphs of this section on page 109 and in the
first full paragraph on
page 110, namely the statement that the projected financial
information is the
responsibility of Origin s management. Artius, as the registrant, is
responsible for all
information in the filing and may not disclaim responsibility for its
contents.
11. We note your use of non-GAAP financial measures in the footnotes on
page 111. Please
revise your disclosure to comply with Item 10(e) of Regulation S-K. We
remind you
of Non-GAAP Financial Measures C&DI Question 101.04.
Boon Sim
FirstName LastNameBoon Sim
Artius Acquisition Inc.
Comapany
April NameArtius Acquisition Inc.
5, 2021
April 45, 2021 Page 4
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FirstName LastName
Material U.S. Federal Income Tax Considerations , page 113
12. Please file a tax opinion as an exhibit to the filing or provide us
your analysis as to why
you do not believe such an opinion is required. Refer to Item
601(b)(8) of Regulation S-
K and, for guidance, Section III.A. of Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Financial Information
Other Related Events in Connection with the Business Combination, page 147
13. Please include pro forma adjustments for the issuance of the $10
million of convertible
notes and the SPAC transaction conversion of the bridge notes and
related derivative
liability and the redeemable convertible preferred stock warrants
liability, or tell us why
the pro forma statements should not include adjustments for these
items. We note the
disclosure on page F-45.
Expected Accounting Treatment of Business Combination, page 148
14. Please tell us the significant terms of the earnout shares, including
to whom the shares will
be issued. Provide your analysis of the accounting for the shares,
citing the accounting
literature to be applied. We note the disclosure on page 148 that the
earnout shares are
expected to be accounted for as liability classified equity
instruments.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year
Ended
December 31, 2020, page 152
15. Please revise to include items of other income and expenses and any
applicable pro forma
adjustments in the pro forma columns. Ensure that any changes are
properly reflected in
the pro forma net loss in the table on page 154.
Comparative Share Information, page 155
16. Please show us how you calculated the Origin equivalent pro forma per
share data. Refer
to Item 3(f) of Form S-4 and the instruction thereto.
Information About Origin , page 173
17. We note that the NaturALL Bottle Alliance" has publicly been
described as a "research
consortium" among the company, Danone, Nestle Waters, and PepsiCo,
Inc. Please
provide more detail regarding the obligations of each company in the
alliance and how
each contributes its efforts to accelerate the development of
packaging solutions made
with 100% sustainable and renewable resources.
Origin's Platform Technology, page 174
18. The footnote in the diagram on this page is not legible. Please revise
and ensure that the
Boon Sim
FirstName LastNameBoon Sim
Artius Acquisition Inc.
Comapany
April NameArtius Acquisition Inc.
5, 2021
April 55, 2021 Page 5
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FirstName LastName
footnote clearly explains the meaning of the term "zero untested
mechanical processes"
about which it appears to refer.
Business Strategy, page 178
19. You disclose that Origin has "already generated more than $1.0 billion
in customer
demand" from existing customers that "alone represent PET demand
sufficient to fill the
capacity of 20 commercial scale Origin facilities." However, on page
180, you state that
you believe you are "ideally positioned to fulfill industry demand"
from existing
customers that encompass production from one or more of Origin's first
three commercial-
scale plants. Please clarify how many commercial-scale plants you
believe you will need
to meet the current demand for your products.
Intellectual Property
Patents, page 180
20. We note your disclosure on page 173 that your intellectual property
portfolio is comprised
of 19 patent families. Please revise your disclosure on page 180 to
disclose the specific
products or technologies to which the patents relate, the type of
patent protection
obtained (composition of matter, use or process), the jurisdiction of
the patents and the
expiration of each. If the patent is licensed from a third party
pursuant to a license
agreement, please specify.
Regulatory , page 181
21. You disclose that the products and intermediates that Origin is
producing require
compliance with, and in some cases new applications under, the Toxic
Substances Control
Act administered by the U.S. Environmental Protection Agency and that
some
applications will involve food contact and will be regulated by the
U.S. Food and Drug
Administration. Please provide additional disclosure about the
specific regulatory hurdles facing CMF and HTC.
Origin Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Business Combination, page 193
22. Please revise so that the amounts relating to the most significant
changes in your financial
position from the merger shown at the top of page 194 ($925 million
net increase in cash
and cash equivalents and $863 million net increase in total
stockholders equity) agree
with your unaudited pro forma condensed combined balance sheet on page
150. Also,
disclose the similar amounts assuming maximum redemption.
Liquidity and Capital Resources
Sources of Liquidity, page 197
23. Please discuss your other debt (for example the Stockholder Note and
other liabilities) in
your discussion of liquidity. Refer to Item 303(b)(1) of Regulation
S-K.
Boon Sim
FirstName LastNameBoon Sim
Artius Acquisition Inc.
Comapany
April NameArtius Acquisition Inc.
5, 2021
April 65, 2021 Page 6
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FirstName LastName
24. With respect to the Origin plants, please describe any material cash
requirements and the
anticipated sources of funds needed to satisfy them. Refer to Item
303(b)(1)(ii) of
Regulation S-K.
Beneficial Ownership of Securities , page 236
25. We note that you fail to mention NewGen Plastics, LLC in the
beneficial ownership
section. However, on page 232 you disclose that NewGen Plastics, LLC
is expected to be
the beneficial owner of more than 5% of the Combined Company's capital
stock. Please
revise or advise.
Origin Financial Statements
Note 3. Property, Plant, and Equipment, page F-34
26. Please tell us the amount of the land value related to your plants and
where the
amount is included in the table.
Note 6. Offtake Agreements, page F-35
27. With a view towards disclosure, please summarize for us the
significant terms of your
related party offtake agreements including the milestone dates for
construction, the current
completion status of your plants and milestones, and the amount of
liquidated damages if
the milestones are not met. Please also explain the repayment terms of
the Nestl
agreement, including the fixed percentage in excess of the aggregate
lump sum payments
(page F-38), and how you are accounting for those terms.
Exhibits
28. It does not appear you have filed agreements related to indebtedness
as exhibits to the
registration statement. Please file the following as exhibits, or
provide your analysis as to
why you do not believe filing is required: 2019 convertible note
financing
agreements; 2021 convertible note financing agreements; the Nestl
Promissory Note;
and the Danone Promissory Note. We note that the principal and accrued
interest
outstanding under the 2019 and 2021 notes will convert into shares of
Origin Common
Stock immediately prior to the closing of the Business Combination;
however, Item
601(b)(10) requires filing of agreements that are to be performed in
whole or in part at or
after the filing of the registration statement. Please advise.
29. The consent of Marcum LLP refers to their report dated March 4, 2021,
however their
report on page F-2 is dated March 8, 2021. We further note that their
report included in
your Form 10-K for the fiscal year ended December 31, 2020 is dated
March 4, 2021.
Please ask Marcum LLP to ensure that the dates for their audit report
on pages F-2 and the
consent are correct in the next amendment.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
Boon Sim
Artius Acquisition Inc.
April 5, 2021
Page 7
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact David Burton at 202-551-3626 or Kate Tillan at
202-551-3604 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any
other
questions.
Sincerely,
FirstName LastNameBoon Sim
Division of
Corporation Finance
Comapany NameArtius Acquisition Inc.
Office of Life
Sciences
April 5, 2021 Page 7
cc: Paul Shim
FirstName LastName