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Table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-Q
__________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to                
Commission file number 001-39378
__________________________
ORIGIN MATERIALS, INC.
(Exact name of registrant as specified in its charter)
__________________________
Delaware
87-1388928
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
930 Riverside Parkway, Suite 10
West Sacramento, CA
95605
(Address of principal executive offices)(Zip Code)
(916) 231-9329
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
__________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading Symbol(s)Name of each exchange on which registered:
Common Stock, $0.0001 par value per shareORGN
The NASDAQ Capital Market
WarrantsORGNW
The NASDAQ Capital Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an 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.
Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of the registrant’s Common Stock, par value $0.0001 per share outstanding was 141,254,685, as of November 11, 2021.


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ORIGIN MATERIALS, INC.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company makes forward-looking statements in this Quarterly Report on Form 10-Q (this “Report”) and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Report, regarding the Company’s future financial performance, as well as the Company’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Report, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business.
These forward-looking statements are based on information available as of the date of this Report, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Report and in any document incorporated herein by reference should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
any further changes to the Company’s financial statements or this Report that may be required due to SEC comments or further guidance regarding the accounting treatment of the Assumed Common Stock Warrants (as defined in Note 15 to the unaudited condensed consolidated financial statements in this Report);
the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting;
the Company’s ability to remediate the material weakness in its internal control over financial reporting;
the quantitative effects of the restatement of our previously issued consolidated financial statements as of and for the period ended December 31, 2020;
costs related to the Business Combination (as defined herein) and the Company’s ability to recognize the anticipated benefits of the Business Combination;
the Company’s future financial and business performance, including financial projections and business metrics;
changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;
the Company’s ability to scale in a cost-effective manner;
the Company’s ability to raise capital;
the Company’s ability to secure additional project financing and government incentives;
the Company’s ability to complete construction of its plants in the expected timeframe and in a cost-effective manner;
the Company’s ability to procure necessary capital equipment and to produce its products in large commercial quantities;
the impact of government laws and regulations and liabilities thereunder, including any decline in the value of carbon credits;
any increases or fluctuations in raw material costs;
the ability to maintain the listing of the Company’s common stock on the Nasdaq; and
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the impact of worldwide economic, political, industry, and market conditions, including the continued effects of the global COVID-19 pandemic.
Other risks and uncertainties set forth in this Report, including risk factors discussed in Item 1A under the heading, “Risk Factors”.
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PART I. — FINANCIAL INFORMATION
Item 1. Financial Statements
ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
September 30, 2021
(Unaudited)
December 31,
2020
ASSETS
Current assets
Cash and cash equivalents$459,288 $1,309 
Restricted cash$490 $565 
Other receivables$262 $48 
Grants receivable$16 $ 
Prepaid expenses and other current assets$3,862 $144 
Total current assets463,918 2,066 
Property, plant, and equipment, net$49,951 $45,104 
Intangible assets, net$225 $258 
Total assets$514,094 $47,428 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable$1,783 $2,700 
Accrued expenses$1,135 $593 
Derivative liability$ $1,239 
Stockholder convertible notes payable$ $3,232 
Total current liabilities2,918 7,764 
PPP Loan$ $906 
Earnout liability$136,199 $ 
Canadian Government Research and Development Program Liability$6,485 $6,197 
Redeemable convertible preferred stock warrants$ $19,233 
Assumed common stock warrants liability$55,698 $ 
Stockholder note$5,189 $5,189 
Related party other liabilities, long-term$5,669 $5,517 
Other liabilities, long-term$2,984 $2,500 
Total liabilities215,142 47,306 
Commitments and contingencies (See Note 18)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020
  
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 136,754,685 and 70,266,925, issued and outstanding as of September 30, 2021 and December 31, 2020, respectively
13 6 
Additional paid-in capital360,566 98,620 
Accumulated deficit(62,035)(98,888)
Accumulated other comprehensive income408 384 
Total stockholders’ equity298,952 122 
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit$514,094 $47,428 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands, except share and per share data)2021202020212020
Operating Expenses
Research and development$1,957 $1,190 $5,605 $3,313 
General and administrative5,043 737 13,210 2,040 
Depreciation and amortization126 102 363 306 
Total operating expenses and loss from operations7,126 2,029 19,178 5,659 
Other (income) expenses
Interest expense, net of capitalized interest 54 2,839 167 
Change in fair value of derivative liability 67 1,426 52 
— — — — 
Change in fair value of warrants liability(13,481)1,024 7,363 1,128 
Change in fair value of earnout liability(21,511) (67,008) 
Other income, net(27)(68)(651)(237)
Total other (income) expenses, net(35,019)1,077 (56,031)1,110 
Net income (loss)27,893 (3,106)36,853 (6,769)
Other comprehensive income (loss)
Foreign currency translation adjustment, net of tax(1,068)(3,613)24 (1,010)
Total comprehensive income (loss)26,825 (6,719)36,877 (7,779)
Net income (loss) per share, basic$0.20 $(0.05)$0.41 $(0.11)
Net income (loss) per share, diluted$0.20 $(0.05)$0.39 $(0.11)
Weighted-average common shares outstanding, basic136,749,956 62,545,275 89,244,640 62,544,818 
Weighted-average common shares outstanding, diluted141,239,965 62,545,275 94,029,056 62,544,818 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
(Unaudited)
(In Thousands, Except Share Amounts)
Redeemable Convertible Preferred Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income
(loss)
Total
Stockholders’
Equity
Series A Series B Series C
Legacy Origin Common
Stock
Common Stock
Three Months Ended September 30, 2020Shares Amount Shares Amount Shares Amount Shares AmountSharesAmount
BALANCE, June 30, 2020— — — — — — — — 62,545,275 $6 $97,007 $(72,248)$2,193 $26,958 
Common stock issued upon exercise of stock options— — — — — — — — — — — — — — 
Stock-based compensation— — — — — — — — — — 60 — — 60 
Net loss— — — — — — — — — — — (3,106)— (3,106)
Other comprehensive loss— — — — — — — — — — — — (3,613)(3,613)
BALANCE, September 30, 2020
— — — — — — — — 62,545,275 $6 $97,067 $(75,354)$(1,420)$20,299 
Redeemable Convertible Preferred Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income
(loss)
Total
Stockholders’
Equity
Series A Series B Series C
Legacy Origin Common
Stock
Common Stock
Nine Months Ended September 30, 2020Shares Amount Shares Amount Shares Amount Shares AmountSharesAmount
BALANCE, December 31, 2019 (as previously reported)
13,204,284 $31,478 6,275,704 $41,125 1,590,675 $23,380 1,283,788 $  $ $1,011 $(68,585)$(410)$(67,984)
Retrospective application of the recapitalization due to the Business Combination (Note 4)(13,204,284)(31,478)(6,275,704)(41,125)(1,590,675)(23,380)(1,283,788)— 62,542,363 6 95,977 — — 95,983 
Balance at December 31, 2019, effect of Business Combination (Note 4)
        62,542,363 6 96,988 (68,585)(410)27,999 
Common stock issued upon exercise of stock options— — — — — — — — 2,912 — 1 — — 1 
Stock-based compensation— — — — — — — — — — 78 — — 78 
Net loss— — — — — — — — — — — (6,769)— (6,769)
Other comprehensive loss— — — — — — — — — — — — (1,010)(1,010)
BALANCE, September 30, 2020
— — — — — — — — 62,545,275 $6 $97,067 $(75,354)$(1,420)$20,299 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (continued)
(Unaudited)
(In Thousands, Except Share Amounts)
Redeemable Convertible Preferred Stock
Accumulated
Other
Comprehensive
Income (loss)
Total
Stockholders’
Equity
Series A Series B Series C Common StockCommon Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Three Months Ended September 30, 2021Shares Amount Shares Amount Shares Amount Shares AmountSharesAmount
BALANCE, June 30, 2021— — — — — — — — 136,748,470 $13 $359,928 $(89,928)$1,476 $271,489 
Common stock issued upon exercise of stock options— — — — — — — — 6,215 — 2 — — 2 
Stock-based compensation— — — — — — — — — — 636 — — 636 
Net income— — — — — — — — — — — 27,893 — 27,893 
Other comprehensive loss— — — — — — — — — — — — (1,068)(1,068)
BALANCE, September 30, 2021
— — — — — — — — 136,754,685 $13 $360,566 $(62,035)$408 $298,952 
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Redeemable Convertible Preferred Stock
Accumulated
Other
Comprehensive
Income (loss)
Total
Stockholders’
Equity
Series A Series B Series C Common StockCommon Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Nine Months Ended September 30, 2021Shares Amount Shares Amount Shares Amount Shares AmountSharesAmount
BALANCE, December 31, 2020 (as previously reported)
13,204,284 $31,478 6,275,704 $41,125 1,590,675 $23,380 1,285,164 $  $ $2,643 $(98,888)$384 $(95,861)
Retrospective application of the recapitalization due to the Business Combination (Note 4)(13,204,284)(31,478)(6,275,704)(41,125)(1,590,675)(23,380)(1,285,164)— 62,545,275 6 95,977 — — 95,983 
Balance at December 31, 2020, effect of Business Combination (Note 4)
        62,545,275 6 98,620 (98,888)384 122 
Reclassification of stockholders’ convertible notes payable— — — — — — — — 2,049,191 — 20,491 — — 20,491 
Reclassification of redeemable convertible preferred stock warrant liability— — — — — — — — 5,554,440 — 54,267 — — 54,267 
Business Combination, net of
redemptions and equity
issuance costs of $37 million
— — — — — — — — 66,481,545 7 385,405 — — 385,412 
Reclassification of equity to liability related to earn out provisions of Business Combination (see note 13)— — — — — — — — — — (203,082)— — (203,082)
Common stock issued upon exercise of stock options— — — — — — — — 124,234 — 57 — — 57 
Stock-based compensation— — — — — — — — — — 4,808 — — 4,808 
Net income— — — — — — — — — — — 36,853 — 36,853 
Other comprehensive income— — — — — — — — — — — — 24 24 
BALANCE, September 30, 2021
— — — — — — — — 136,754,685 $13 $360,566 $(62,035)$408 $298,952 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(in thousands)20212020
Cash flows from operating activities
Net income (loss)$36,853 $(6,769)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization362 306 
Stock-based compensation4,808 78 
Amortization of debt issuance costs14 130 
Accretion of debt discount2,211 40 
Change in fair value of derivative liability1,426 52 
Change in fair value of warrants liability7,363 1,128 
Change in fair value of earnout liability(67,008) 
Changes in operating assets and liabilities:
Other receivables(214)954 
Grants receivable(16)87 
Prepaid expenses and other current assets(3,677)3 
Accounts payable(1,063)(301)
Accrued expenses3,173 196 
Related party payable152 205 
Net cash used in operating activities(15,616)(3,891)
Cash flows from investing activities
Purchases of property, plant, and equipment, net of grants(5,113)(1,404)
Net cash used in investing activities(5,113)(1,404)
Cash flows from financing activities
Proceeds from notes payable, net of debt issuance costs11,707 906 
Proceeds of short-term debt 501 
Payment of short-term debt(906) 
Proceeds from Canadian Government Research and Development Program287 1,205 
Issuance of common stock56 1 
Business combination, net of issuance costs paid467,530  
Net cash provided by financing activities478,674 2,613 
Effects of foreign exchange rate changes on the balance of cash and cash equivalents, and restricted cash held in foreign currencies(41)58 
Net increase (decrease) in cash and cash equivalents, and restricted cash457,904 (2,624)
Cash and cash equivalents, and restricted cash, beginning of the period1,874 3,612 
Cash and cash equivalents, and restricted cash, end of the period$459,778 $988 
Supplemental disclosure of cash flow information
Conversion of stockholder convertible notes payable to common stock$20,493 $ 
Reclassification of redeemable convertible preferred stock warrants to common stock$54,267 $ 
Reclassification of contingently issued equity to liability$203,082 $ 
Net assets assumed from business combination$81,364 $ 
Debt discount related to derivative liability$2,196 $ 
Business combination transaction costs, accrued but not paid$609 $ 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ORIGIN MATERIALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.Organization and Business
Unless the context otherwise requires, references in these notes to “Origin”, “the Company”, “we”, “us” and “our” and any related terms are intended to mean the post-Business Combination Origin Materials, Inc. and its consolidated subsidiaries.
The Company’s mission to help enable the world’s transition to sustainable materials by replacing petroleum-based materials with decarbonized materials in a wide range of end products, such as food and beverage packaging, clothing, textiles, plastics, car parts, carpeting, tires, adhesives, soil amendments and more. The Company’s technology converts sustainable feedstocks, such as sustainably harvested wood, agricultural waste, wood waste and corrugated cardboard, into materials and products that are currently made from fossil feedstocks, such as petroleum and natural gas. The Company’s products are intended to compete directly with petroleum-derived products on both performance and price, as well as provide a significant unit cost advantage over products made from other low-carbon feedstocks.
The Company is currently developing and constructing its first manufacturing plant in Ontario, Canada (Origin 1), which is expected to become operational in 2022. The Company is also currently in the planning phase for the construction of a significantly larger manufacturing plant (Origin 2), with which is expected to become operational in 2025.
On June 25, 2021 (the “Closing Date”), Artius Acquisition Inc. (“Artius”), a special purpose acquisition company, consummated the Merger Agreement and other Related Agreements (the “Merger Agreement”) dated February 16, 2021, by and among Artius, Zero Carbon Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Artius (“Merger Sub”), and Micromidas, Inc. a Delaware corporation (“Legacy Origin”).
Pursuant to the terms of the Merger Agreement, a business combination between Artius and Legacy Origin was effected through the merger of Merger Sub with and into Legacy Origin, with Legacy Origin surviving as the surviving company and as a wholly-owned subsidiary of Artius (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, Artius changed its name to Origin Materials Inc. (collectively with its subsidiaries, the “Company”).
For additional information on the Business Combination, please refer to Note 4, Business Combination, to these condensed consolidated financial statements.

Beginning in March 2020, the COVID-19 pandemic and the measures imposed to contain this pandemic have disrupted and are expected to continue to impact the Company’s business. The magnitude of the impact of the COVID-19 pandemic on the Company’s productivity, results of operations and financial position, and its disruption to the Company’s business and battery development and timeline, will depend in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course. We continue to monitor the rapidly evolving conditions and circumstances, as well as guidance from international and domestic authorities, including public health authorities, and we may need to take additional actions based on their recommendations. There is considerable uncertainty regarding the impact on our business stemming from current measures and potential future measures that could restrict access to our facilities, limit manufacturing and support operations and place restrictions on our workforce and suppliers. The measures implemented by various authorities related to the COVID-19 outbreak have caused us to change our business practices including those related to where employees work, the distance between employees in our facilities, limitations on in-person meetings between employees and with customers, suppliers, service providers and stakeholders, as well as restrictions on business travel to domestic and international locations or to attend trade shows, investor conferences and other events.
2.Risks and Liquidity
Prior to the Business Combination, the Company primarily financed its operations through the sale of convertible preferred stock, borrowings under convertible promissory notes and borrowings under loan agreements. The Company now believes that the Business Combination has provided substantial liquidity and that its $460 million of cash and cash equivalents and restricted cash will enable it to fund its planned operations for at least twelve months from the issuance date of these condensed consolidated financial statements.
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3.Summary of Significant Accounting Policies
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).
Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy Origin was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Artius was treated as the “acquired” company and Legacy Origin is treated as the acquirer for financial reporting purposes.
Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Origin issuing stock for the net assets of Artius, accompanied by a recapitalization. The net assets of Artius are stated at historical cost, with no goodwill or other intangible assets recorded.
Legacy Origin was determined to be the accounting acquirer based on the following predominant factors:
the Company’s Board of Directors (the “Board”) and management are primarily composed of individuals associated with Legacy Origin;
Legacy Origin’s senior management comprise the senior management roles of the Company and are responsible for the day-to-day operations;
the Company assume the “doing business as” name of the Legacy Origin; and
The intended strategy and operations of the Company continue Legacy Origin’s current strategy and operations as a carbon negative materials company with a mission to enable the world’s transition to sustainable materials.
The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Origin. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio (as defined below) established in the Business Combination.
Use of Estimates
The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock and valuation of convertible preferred stock warrants prior to the Business Combination, valuation of the earnout liability, valuation of assumed common stock warrants liability, carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, stock-based compensation expense, among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates.
Unaudited Interim Condensed Consolidated Financial Statements
The accompanying interim Condensed Consolidated Balance Sheet as of September 30, 2021, the interim Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity, the interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), and the interim Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the nine-month periods
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are also unaudited. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.
These unaudited interim condensed consolidated financial statements should be read in conjunction with the Legacy Origin’s audited financial statements and notes thereto for the year ended December 31, 2020 included the Company’s Form 8-K/A as filed with the SEC on July 1, 2021.
Principles of Consolidation
The unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC and include the accounts of the Company and its wholly-owned subsidiaries, Micromidas Pioneer, LLC, Origin Materials Canada Holding Limited, Origin Materials Canada Polyesters Limited, Origin Material Canada Pioneer Limited, and Origin Materials Canada Research Limited. All intercompany accounts and transactions have been eliminated in consolidation.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains its cash and cash equivalents accounts with a financial institution where, at times, deposits exceed federal insurance limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits.
Cash and Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments with an initial maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains such funds in cash deposits and money market accounts.
Restricted cash consists of cash held in a control account as collateral for the Company’s credit card services, escrow services, and standby letter of credit. These restricted cash balances have been excluded from cash and cash equivalents balance and are included within other current assets in the Condensed Consolidated Balance Sheets based on the respective maturity dates.
In October 2019, the Company entered into an escrow agreement for $1.3 million, whereby the funds would be used for construction and transportation services in connection with Origin 1. At September 30, 2021 and December 31, 2020, the escrow account had a balance of $0.3 million.
In October 2018, the Company entered into a standby letter of credit, whereby the funds may be used for the completion of work, services, and improvements in connection with Origin 1. The standby letter of credit matures and automatically renews in October of each year. At September 30, 2021 and December 31, 2020, the standby letter of credit was $0.2 million.
Cash, cash equivalents, and restricted cash consisted of the following (in thousands):
 September 30, 2021December 31, 2020
Cash and cash equivalents$459,288 $1,309 
Restricted cash$490 $565 
Total cash, cash equivalents, and restricted cash$459,778 $1,874 
Fair Value of Financial Instruments
The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under current accounting guidance prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (Level 1, Level 2, and Level 3).
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Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability and reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk) in a principal market.
The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate, currency, or credit risks arising from its financial instruments. The fair value of debt approximates its carrying value based on prevailing market rates.
The fair values of the assumed common stock warrants which are publicly traded are level 1 inputs. The fair value of the assumed common stock warrants which are not publicly traded are level 2 inputs. The earnout liability, derivative liability and redeemable convertible preferred stock warrant liability were estimated using Level 3 inputs.
Other Receivables
Other receivables consist of amounts due from foreign governmental entities related to the Canadian harmonized sales tax (HST) and goods and services tax (GST) for goods and services transacted in Canada.
AgriScience Grant
In January 2019, the Company entered into an agreement in which it will participate in the AgriScience Program Cluster Component grant through the Canadian Agricultural Partnership, whereby the Company will receive reimbursements for eligible expenditures up to approximately $2.7 million (in Canadian dollars) through March 2022. Grants are received through reimbursements from the Canadian government and recognized, upon completion of scope of services on a quarterly basis. Grants are recognized as a reduction of property, plant, and equipment or expense based on the nature of the cost the grant is reimbursing. During the nine months ended September 30, 2021 and 2020 the Company received $0.1 million and $0.1 million in grants, recorded in other income, net on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Property, Plant, and Equipment
Property, plant, and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. Existing useful lives range from three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the lease term. Major additions and improvements are capitalized, while replacements, repairs, and maintenance that do not extend the life of an asset are charged to operations. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation or amortization are removed from the accounts. Costs incurred to acquire, construct or install property, plant, and equipment during the construction stage of a capital project and costs capitalized in conjunction with major improvements that have not yet been placed in service are recorded as construction in progress, and accordingly are not currently being depreciated. The Company capitalizes interest cost incurred on funds used to construct property, plant and equipment. The estimated useful lives of assets are as follows:
Computer Equipment3 years
Office Furniture5 years
Machinery and Equipment5 years
Leasehold Improvements
1-5 years
Intangible Assets
Intangible assets are recorded at cost and are amortized using the straight-line method over the estimated useful lives of the respective assets, ranging from 7 to 15 years. The cost of servicing the Company’s patents is expensed as incurred. Upon retirement or sale, the cost of intangible assets is disposed of and the related accumulated amortization is removed from the accounts.
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Impairment of Long-Lived Assets
The Company reviews its long-lived assets, including property, equipment, software and intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If indicators of impairment exist, management identifies the asset group which includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows. If the total of the expected undiscounted future net cash flows for the asset group is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. For the nine month period ended September 30, 2021 and 2020, no impairment was identified.
Government Loans
Government loans are classified as a noncurrent liability and recorded at amortized cost. Forgiveness of the balances due is recorded through earnings and occurs when there is confirmation from the governmental authority that the Company has complied with the conditions for forgiveness attached to the loan.
Debt Issuance Costs
The costs incurred in connection with the issuance of debt obligations, principally financing and legal costs, are capitalized. These costs are accreted over the term of the debt using the interest method. During the nine months ended September 30, 2021 and 2020, accretion expense for debt issuance cost was $2.2 million and $0 million, respectively.
Redeemable Convertible Preferred Stock Warrants Liability
Free-standing warrants issued by Legacy Origin for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the Business Combination, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as interest expense in the accompanying unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As a result of the Business Combination, the Legacy Origin warrants each converted into a warrant to purchase shares of the Company’s Common Stock converted at the Exchange Ratio. The fair value of the warrants upon consummation of the Business Combination (see Note 4), as adjusted based on the price of the underlying Common Stock, was reclassified to additional paid-in capital.
Assumed Common Stock Warrants Liability
The Company assumed 24,150,000 public warrants (the “Public Warrants”) and 11,326,667 private placement warrants (the “Private Placement Warrants”, and the Public Warrants together with the Private Placement Warrants, the “Assumed Common Stock Warrants”) upon the Business Combination, all of which were issued in connection with Artius’ initial public offering and entitle each holder to purchase one share of Class A Common Stock at an exercise price of at $11.50 per share. As of September 30, 2021, 24,150,000 Public Warrants and 11,326,667 Private Placement Warrants are outstanding. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants.
The Company evaluated the Assumed Common Stock Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Assumed Common Stock Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of our Class A stockholders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Assumed Common Stock Warrants do not meet the conditions to be classified in equity. Since the Assumed Common Stock Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the Condensed Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the change in fair value of Assumed Common Stock
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Warrant liabilities within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) at each reporting date. The Public Warrants were publicly traded and thus had an observable market price to estimate fair value, and the Private Placement Warrants were effectively valued similar to the Public Warrants, as described in Note 6.
Earnout Liability
The Company has recorded an earnout liability related to future contingent equity shares related to the Business Combination (Note 13). The Company recorded these instruments as liabilities on the Condensed Consolidated Balance Sheet at fair value, with subsequent changes in their respective fair values recognized in earnings at each reporting date.
Research and Development Cost
Costs related to research and development are expensed as incurred.
Stock-Based Compensation
The Company has issued common stock options under two equity incentive plans. The Company estimates the calculated value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.
Assumptions used to value the equity instruments are as follows:
Expected term – The expected term of the options is based on the simplified method, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option which averages an award’s vesting term and its contractual term.
Expected volatility – The Company uses the trading history of various companies in its industry sector in determining an estimated volatility factor.
Expected dividend – The Company has not declared common stock dividends and does not anticipate declaring any common stock dividends in the foreseeable future.
Forfeiture – The Company estimates forfeitures based on historical activity and considers voluntary and involuntary termination behavior as well as analysis of actual historical option forfeitures, netting the estimated expense by the derived forfeiture rate.
Risk-free interest rate – The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with the same or substantially equivalent remaining term.
Income Taxes
Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is considered to be unlikely.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters as a component of income tax expense.
Functional Currency Translation
The functional currency of the Company’s wholly-owned subsidiaries is the Canadian dollar, whereby their assets and liabilities are translated at period-end exchange rates except for nonmonetary capital transactions and balances, which are translated at historical rates. All income and expense amounts of the Company are translated at average exchange rates for
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the respective period. Translation gains and losses are not included in determining net loss but are accumulated in a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included in the determination of net loss in the period in which they occur. These amounts are included in other income, net, of the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Comprehensive Income (Loss)
The Company’s comprehensive income or loss consists of net income or loss and other comprehensive income (loss). Foreign currency translation gains and losses are included in the Company’s other comprehensive income or loss.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net income (loss) per share calculation, the convertible preferred stock, common stock options, convertible preferred stock warrants, common stock warrants, convertible notes, earnout shares, and Sponsor Vesting Shares (as defined below) are considered to be potentially dilutive securities. Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. All series of the Company’s convertible preferred stock are considered to be participating securities because, in addition to cumulative dividends, all holders are entitled to receive a non-cumulative dividend on a pari passu basis in the event that a dividend is paid on the common stock. The two-class method requires income or loss available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income or loss for the period had been distributed. The holders of the convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net income (loss) is attributed entirely to common stockholders. For the periods presented that the Company has reported a net loss, diluted net loss per common share is the same as basic net loss per common share for those periods.
Reclassifications
Certain amounts in prior periods have been reclassified to conform with the report classifications of the three months and nine months ended September 30, 2021, noting the Company has reflected the reverse recapitalization pursuant to the Business Combination for all periods presented within the unaudited Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity.
Segment Reporting
The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Co-Chief Executive Officers are the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level.
As of September 30, 2021 and December 31, 2020, the Company had $50.1 million and $45.4 million, respectively, of assets located outside of the United States.
Emerging Growth Company Status
Following the closing of the Business Combination, the Company is an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards at the same time that they become applicable to other
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public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the condensed consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. The Company will no longer qualify as an emerging growth company for Securities Act or Exchange Act reporting after December 31, 2021.
4.Business Combination
On June 25, 2021, Legacy Origin and Artius completed the Business Combination pursuant to the Merger Agreement with Legacy Origin (Micromidas, Inc.) surviving the merger as a wholly owned subsidiary of Artius, which became Origin Materials, Inc. Cash proceeds from the Business Combination totaled approximately $467.5 million, which included funds held in Artius’s trust account and the completion of the concurrent PIPE and Backstop Financing.
In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, (i) all shares of Legacy Origin’s Series A, Series B, and Series C Preferred Stock, and Common Stock (collectively, “Legacy Origin Stock”) issued and outstanding immediately prior to the effective time of the Merger were converted into the right to receive their pro rata portion of shares of Company Common Stock (the “Common Stock”) issued as Merger consideration (the “Merger Consideration”); (ii) holders of Legacy Origin’s Convertible Notes Payable, plus accrued interest also received shares of Company common stock; (iii) each option exercisable for Legacy Origin Stock that was outstanding immediately prior to effective time of the Merger was assumed and continues in full force and effect on the same terms and conditions as were previously applicable to such options, subject to adjustments to exercise price and number of shares Common Stock issuable upon exercise based on the final conversion ratio calculated in accordance with the Merger Agreement. Additionally, as part of the consideration transferred, stockholders of Legacy Origin and Artius were given the right to additional shares in the Company. These shares vest to the holder upon the share price of the Company reaching certain targets over a future period (“Earnout Shares”, see Note 13).
The Company accounted for the Business Combination as a reverse recapitalization, which is the equivalent of Legacy Origin issuing stock for the net assets of Artius, accompanied by a recapitalization, with Artius treated as the acquired company for accounting purposes. The determination of Artius as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the Business Combination, Legacy Origin will comprise all of the ongoing operations of the combined entity, a majority of the governing body of the combined company and Legacy Origin’s senior management will comprise all of the senior management of the combined company. The net assets of Artius were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the Business Combination are those of Legacy Origin. The shares and corresponding capital amounts and loss per share related to Legacy Origin’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the conversion ratio established in the Merger Agreement (1.00 Legacy Origin share for approximately 2.11 shares of the Company, the “Conversion Ratio”).
In connection with the Business Combination, the Company incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $36.7 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the Condensed Consolidated Balance Sheet as of September 30, 2021.
PIPE Financing
Concurrent with the execution of the Business Combination, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors subscribed for and purchased an aggregate of 20,000,000 shares of Common Stock for an aggregate purchase price of $200.0 million.
Backstop Agreement
Concurrent with the execution of the Business Combination, the Company entered into various subscription agreements (the “Subscription Agreements”) with certain current shareholders of the Company or their affiliates (collectively, the “Subscribers”), pursuant to which the Subscribers agreed, subject to certain conditions in the Subscription Agreements, to purchase an aggregate amount of 4,300,001 shares of common stock of the Company, par value $0.0001 per share (the “Subscription Shares”), at $10.00 per share.
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Summary of Net Proceeds
The following table summarizes the elements of the net proceeds from the Business Combination at the date of acquisition (in thousands):
Cash—Trust Account (net of redemptions of $439 million)
$260,448 
Cash60 
Cash—PIPE & Backstop Financing243,000 
Non-cash net assets assumed from Artius40 
Less: Fair value of assumed common stock warrants(83,370)
Less: Underwriting fees and other issuance costs paid prior to the date of acquisition(34,773)
Additional Paid-in-Capital from Business Combination, net of issuance costs paid$385,405 
Less: Non-cash net assets assumed from Artius(40)
Add: Non-cash fair value of assumed common stock warrants83,370 
Add: Other issuance costs included in accounts payable and accrued liabilities761 
Less: Accrued liabilities extinguished through proceeds from Business Combination(1,966)
Cash proceeds from the Business Combination$467,530 
Summary of Shares Issued
The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination:
Artius shares outstanding prior to the Business Combination, excluding 4,500,000 Sponsor Vesting Shares
86,062,500
Less: redemption of Artius shares43,880,956
Shares issued pursuant to the PIPE and Backstop Financing24,300,001
Business Combination and PIPE Financing shares, excluding 4,500,000 Sponsor Vesting Shares
66,481,545
Conversion of Legacy Origin Series A preferred stock for common stock33,783,099
Conversion of Legacy Origin Series B preferred stock for common stock19,755,784
Conversion of Legacy Origin Series C preferred stock for common stock6,286,349
Conversion of Legacy Origin convertible notes for common stock2,049,212
Conversion of Legacy Origin common stock for common stock2,838,041
Issuance of common stock upon exercise of warrants5,554,440
Total shares of the Company common stock outstanding immediately following
the Business Combination
136,748,470
The 4,500,000 of Sponsor Vesting Shares (Note 13) are not issued shares and are not included in the table, above.
5.Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), to simplify the accounting for income taxes. The new guidance changes various subtopics of accounting for income taxes including, but not limited t