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United States securities and exchange commission logo
May 12, 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.
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 3, 2021
File No. 333-254012
Dear Mr. Sim:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our April
5, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Information About Origin
Market Opportunity, page 184
1. We note your response
to our prior comment 2 and your amendments mentioned therein.
We advise you, however,
that the term "carbon neutral" appears four times in the figure on
the top of this page.
Please provide additional disclosure explaining the meaning of this
term.
Business Strategy
Sell-out contracted capacity in future plants years ahead of mechanical
completion, page 187
2. We note your response
to our prior comment 5 and your amendments mentioned therein.
Boon Sim
Artius Acquisition Inc.
May 12, 2021
Page 2
You state that, as of April 2021, Origin has generated more than $1.9
billion in customer
demand. This does not align with your disclosures on pages 34 and 112
that Origin has
generated approximately $1.0 billion in customer demand. Please
reconcile and explain.
Packaging Matters Offtake Agreement, page 190
3. Please clarify whether the Packaging Matters Offtake Agreement mentioned
on this page
is the Offtake Supply Agreement, by and between Micromidas, Inc. and
Packaging Equity
Holdings, LLC, dated as of December 13, 2020 that was attached as Ex.
10.46. If it is not,
please file this agreement as an exhibit.
Intellectual Property, page 191
4. We note your response to our prior comment 20 and we reissue the
comment. Please
revise your intellectual property discussion to disclose, on an
individual or patent family
basis, the specific products or technologies to which each patent
relates, the type of patent
protection obtained, the related jurisdiction, and the expiration year.
In this regard, it may
be useful to provide tabular disclosure.
Origin Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Business Combination, page 203
5. We note the revision made in response to our prior comment 22. Please
revise further so
that amounts relating to the net increase in total stockholders
equity from the merger
shown at the top of page 204 agree with your unaudited pro forma
condensed combined
balance sheet on page 156 for both the no redemption scenario and the
maximum
redemption scenario.
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
May 12, 2021 Page 2
cc: Paul Shim
FirstName LastName