Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2023
Origin Materials, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)

930 Riverside ParkwaySuite 10
West Sacramento, CA
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: +1 (916231-9329
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareORGN
The NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per shareORGNW
The NASDAQ Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
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. ☐

Item 2.02    Results of Operations and Financial Condition.
On February 23, 2023, Origin Materials, Inc. issued a press release announcing its financial results for the year ended December 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained herein and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference in any filing with the Securities and Exchange Commission made by us, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 23, 2023
Nate Whaley
Chief Financial Officer


Origin Materials, Inc. Reports Financial Results for Fourth Quarter 2022

– Origin 1 Mechanically Complete, Completion of Commissioning & Start-up Expected in Q2 2023 –
– Origin 2 Front-End Design, Construction Planning, and Financing are Progressing with Update to be Provided Mid-2023, Louisiana State Bond Commission Approves Significant Financing Milestone –
– Announced Strategic Partnership with Avantium to Accelerate Mass Production of FDCA and PEF for Advanced Chemicals and Plastics –
– Provides 2023 Revenue and Adjusted EBITDA Outlook –

WEST SACRAMENTO, CA., February 23, 2023 – Origin Materials, Inc. (“Origin,” “Origin Materials,” or the “Company”) (Nasdaq: ORGN, ORGNW), the world’s leading carbon negative materials company with a mission to enable the world’s transition to sustainable materials, today announced financial results for its fourth quarter and year ended December 31, 2022.

“I am incredibly proud of what the Origin team accomplished in 2022 and our continued achievements this year. The mechanical completion of Origin 1, our first commercial plant, is a significant milestone as we continue to execute on our mission to enable the world’s transition to sustainable materials. Despite pandemic and related supply-chain headwinds, completion of commissioning and start-up are expected to be in Q2 2023, reflecting the remarkable depth of talent on our project team. Origin 1 will play a key application development role by producing CMF, HTC, and other intermediates in volumes that will allow customers to qualify products and applications beyond PET. For Origin 2, front-end loading, construction planning, and financing are progressing with an update to be provided mid-2023. In January, we announced the Louisiana State Bond Commission final approval of up to $1.5 billion in tax-exempt bonds for the construction of Origin 2, providing further positive momentum for project financing. We were pleased to announce a new partnership with Avantium, a leading innovator and developer of sustainable chemistry, on a project with far-reaching impact for next-generation chemicals and materials FDCA and PEF. The demand for ‘net zero’-enabling materials remains strong as we draw closer to initial commercial production to begin to meet over $9.3 billion in total customer demand, a more than ninefold increase since our announcement to become a public company in February 2021,” said Rich Riley, Co-Chief Executive Officer of Origin.


Key Company Fourth Quarter and Recent Business Highlights
Origin Materials has increased its total signed offtake agreements and capacity reservations to $9.3 billion, up from $9.0 billion in November 2022. The Company also announced the following milestones:

Origin Materials Announces Mechanical Completion of Origin 1 Manufacturing Plant. As part of mechanical completion, the plant’s critical mechanical systems have been successfully installed and commissioning has begun.
Origin Materials Announces Louisiana State Bond Commission Approval of Financing for Origin 2. The Bond Commission's final approval could enable the debt financing of Origin 2 using entirely tax-exempt bonds.
Partnership with Avantium N.V., a leading technology company in renewable chemistry, to accelerate the mass production of FDCA and PEF for advanced chemicals and plastics. The partnership will produce FDCA from Origin’s carbon negative biomass-to-chemicals platform and Avantium’s YXY® Technology and represents a potential breakthrough in the commercialization of cost-competitive, low carbon PEF, a polymer with an attractive combination of performance characteristics for packaging.

These strategic initiatives complement Origin’s existing partnerships and customer relationships with industry leaders including Danone, Nestlé Waters, PepsiCo, Ford Motor Company, Mitsubishi Gas Chemical, Kolon Industries, PrimaLoft, Solvay, Mitsui & Co., Ltd., Minafin Group, LVMH Beauty, Revlon, Mitsubishi Chemical Group, Kuraray, Intertex World Resources, and ATC Plastics.

Origin 1 and Origin 2 Financing and Construction Update
As disclosed in January, Origin 1, the Company’s first commercial manufacturing plant, is mechanically complete, in-line with the previously disclosed timeline, with completion of plant commissioning and start-up expected in Q2 2023.

During the fourth quarter, the Company continued to strengthen its Origin 1 operations leadership team and operations staff. As part of mechanical completion, the plant's critical mechanical systems have been successfully installed and commissioning has begun. Work onsite continues and, following start-up, Origin 1 is expected to enable customers to qualify products and applications beyond PET and to begin to address customer demand for the Company’s renewable materials.

A new video marking construction progress for Origin 1 is embedded into this press release and is also available on Origin’s Investor Relations site:

The Company continues to make progress on front-end design, construction planning, and financing for Origin 2. The Company has also made progress developing new products and applications which may be incorporated into the design of the plant, such as FDCA, PEF, as well as biofuels from an “oils and extractives” stream co-produced alongside CMF and HTC, which has not been included in previous plans. The Company expects to provide an update on new product offerings and construction plans for the Origin 2 plant in mid-2023.

In January, Origin announced that the Louisiana State Bond Commission unanimously passed a resolution granting its final approval of the issuance of up to $1.5 billion of tax-exempt bonds to support construction and commissioning of Origin 2. This amount is inclusive of and builds on the strong foundation of the previously announced expected $400 million in Private Activity Bond (“PAB”) volume cap allocation. Origin's use of solid waste feedstock to produce carbon negative materials enables the Company to use these tax-exempt bonds towards financing the Origin 2 project. Bank of America, a global investment bank and financial services company, has been engaged by Origin to underwrite the bonds and market them to investors, which could enable the debt financing of Origin 2 using entirely tax-exempt bonds.

Origin also continues to work with leading financial institutions on other forms of traditional private financing and federal loan programs, including through the United States Department of Agriculture and Department of Energy, and to pursue other local, state, and federal incentives programs to optimize the financing of Origin 2, including certain 2021 Infrastructure Investment and Jobs Act and 2022 Inflation Reduction Act provisions. The Company continues to expect that Origin 2 can be fully funded from its existing cash on hand, previously indicated traditional project financing, and potentially strategic partnerships. As Origin has an ongoing global technology licensing effort and an active governmental affairs team, the Company anticipates potentially strategic partnerships and federal incentives programs to play a meaningful role in the financing of Origin 2.

Results for Fourth Quarter and Full Year 2022
Cash, cash equivalents and marketable securities were $323.8 million as of December 31, 2022.
Operating expenses for the fourth quarter were $13.0 million compared to $7.8 million in the prior-year period. Full year 2022 operating expenses were $38.9 million compared to $26.9 million in the prior-year period.

Net income was $16.0 million for the fourth quarter compared to net income of $5.2 million in the prior-year period. Full year 2022 net income was $78.6 million compared to $42.1 million in the prior-year period.

Adjusted EBITDA loss was $9.2 million for the fourth quarter compared to a loss of $6.6 million in the prior-year period. Full year 2022 Adjusted EBITDA loss was $31.0 million compared to $20.0 million in the prior-year period, consistent with prior guidance.
Shares outstanding as of December 31, 2022 were 143.0 million including 4.5 million shares held by a certain stockholder that are subject to forfeiture based on share price performance targets previously disclosed in our filings.

Full Year 2023 Outlook
Based on current business conditions, business trends and other factors, the Company is providing the following guidance for revenue and Adjusted EBITDA for fiscal year 2023:

Revenue $40 to $60 million
Adjusted EBITDA loss of $50 million to $60 million

For a reconciliation of a non-GAAP figure to the applicable GAAP figure please see the table captioned ‘Reconciliation of GAAP and Non-GAAP Results' set forth at the end of this press release. These expectations do not consider, or give effect to, among other things, unforeseen events, including changes in global economic conditions.

Webcast and Conference Call Information
Company management will host a webcast and conference call on February 23, 2023, at 5:00 p.m. Eastern Time, to discuss the Company's financial results.

Interested investors and other parties can listen to a webcast of the live conference call and access the Company’s fourth quarter update presentation by logging onto the Investor Relations section of the Company's website at

The conference call can be accessed live over the phone by dialing 1-855-327-6837 (domestic) or +1-631-891-4304 (international). A telephonic replay will be available approximately two hours after the call by dialing 1-844-512-2921, or for international callers, +1-412-317-6671. The conference ID for the live call and pin number for the replay is 10021027. The replay will be available until 11:59 p.m. Eastern Time on March 9, 2023.


About Origin Materials, Inc.
Headquartered in West Sacramento, Origin Materials is the world's leading carbon negative materials company. Origin’s mission is to enable the world’s transition to sustainable materials. For over a decade, Origin has developed a platform for turning the carbon found in inexpensive, plentiful, non-food biomass such as sustainable wood residues into useful materials while capturing carbon in the process. Origin’s patented technology platform can help revolutionize the production of a wide range of end products, including clothing, textiles, plastics, packaging, car parts, tires, carpeting, toys, fuels, and more with a ~$1 trillion addressable market. In addition, Origin’s technology platform is expected to provide stable pricing largely decoupled from the petroleum supply chain, which is exposed to more volatility than supply chains based on sustainable wood residues. Origin’s patented drop-in core technology, economics and carbon impact are supported by a growing list of major global customers and investors. For more information, visit

Origin Materials


Non-GAAP Financial Information
To supplement the Company’s financial results presented in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), the Company also uses non-GAAP financial measures, including Adjusted EBITDA, as supplemental measures to review and assess the Company’s operating performance. Adjusted EBITDA is defined as net income or loss adjusted for (i) stock-based compensation expense, (ii) depreciation and amortization, (iii) interest income, (iv) interest expense, net of capitalized interest, (v) change in fair value of derivative liability, (vi) change in fair value of warrants liability, (vii) change in fair value of earnout liability, (viii) professional fees related to completed mergers, and (ix) other income, net. The Company believes that these non-GAAP financial measures provide useful information about the Company’s operating results, enhance the overall understanding of the Company’s past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

Non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. These non-GAAP financial measures have limitations as analytical tools, and when assessing the Company’s operating performance, investors should not consider them in

isolation. In addition, calculations of this non-GAAP financial information may be different from calculations used by other companies, and therefore comparability may be limited.

The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating our performance.

The Company is unable to reconcile forward-looking Adjusted EBITDA information provided in this press release to net income, the most closely comparable U.S. GAAP financial measure, without unreasonable efforts. The Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items expected to impact net income in the future but not expected to impact forward-looking Adjusted EBITDA. These include, among other things, stock-based compensation expense, depreciation and amortization, interest income, and interest expense, which are inherently unpredictable. The Company currently expects to continue to exclude these items in future disclosures of any forward-looking Adjusted EBITDA and may also exclude other items that may arise. Information related to these items, which is unavailable at this time, could have a significant impact on the Company’s U.S. GAAP net income.

For more information on this non-GAAP financial measure, please see the table captioned “Reconciliation of GAAP and Non-GAAP Results” set forth at the end of this press release.

Cautionary Note on Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Origin Materials’ business strategy, estimated total addressable market, anticipated synergies from partnerships, access to financing sources, budget and timelines for Origin 1 and Origin 2, anticipated benefits of our potential products, ability to convert capacity reservations and offtake agreements into revenue, commercial and operating plans, product development plans, anticipated growth and projected financial information and ability to realize the anticipated benefits of any partnerships discussed in the press release. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management of Origin Materials and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive

statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Origin Materials. These forward-looking statements are subject to a number of risks and uncertainties, including that Origin Materials may be unable to successfully commercialize its products; the effects of competition on Origin Materials’ business; the uncertainty of the projected financial information with respect to Origin; disruptions and other impacts to Origin’s business as a result of outbreaks such as the COVID-19 pandemic, Russia’s military intervention in Ukraine, the impact of severe weather events, and other global health or economic crises; changes in customer demand; and those factors discussed in the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 3, 2022 under the heading “Risk Factors,” and other documents Origin Materials has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Origin Materials presently does not know, or that Origin Materials currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Origin Materials’ expectations, plans, or forecasts of future events and views as of the date of this press release. Origin Materials anticipates that subsequent events and developments will cause its assessments to change. However, while Origin Materials may elect to update these forward-looking statements at some point in the future, Origin Materials specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Origin Materials’ assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.


(In thousands, except share and per share data)December 31,
December 31,
Current assets
Cash and cash equivalents$107,858 $46,637 
Restricted cash490 490 
Marketable securities215,464 397,458 
Other receivables4,346 2,612 
Derivative asset— 202 
Prepaid expenses and other current assets3,341 3,774 
Total current assets331,499 451,173 
Property, plant, and equipment, net154,183 57,185 
Operating lease right-of-use asset2,779 1,782 
Intangible assets, net160 215 
Other long-term assets5,079 62 
Total assets$493,700 $510,417 
Current liabilities
Accounts payable$10,384 $2,451 
Accrued expenses8,414 973 
Operating lease liability, current619 280 
Other liabilities, current51 380 
Derivative liability344 103 
Total current liabilities19,812 4,187 
Earnout liability42,533 127,757 
Canadian government research and development program liability7,185 6,762 
Assumed common stock warrants liability30,872 52,860 
Stockholder note5,847 5,189 
Related party other liabilities, long-term5,395 5,720 
Operating lease liability2,249 1,486 
Other liabilities, long-term2,902 2,946 
Total liabilities$116,795 $206,907 
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and December 31, 2021
— — 
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 143,034,225 and 141,301,569, issued and outstanding as of December 31, 2022 and December 31, 2021, respectively (including 4,500,000 Sponsor Vesting Shares)
14 16 
Additional paid-in capital371,072 361,542 
Retained earnings (Accumulated deficit)21,772 (56,797)
Accumulated other comprehensive loss(15,953)(1,251)
Total stockholders’ equity376,905 303,510 
Total liabilities and stockholders’ equity
$493,700 $510,417 


Three Months Ended December 31,Year Ended December 31,
(In thousands, except share and per share data)2022202120222021
Operating expenses
Research and development$5,424 $3,519 $14,141 $9,124 
General and administrative7,326 4,055 24,095 17,265 
Depreciation and amortization223 181 711 544 
Total operating expenses and loss from operations12,973 7,755 38,947 26,933 
Other (income) expenses
Interest income(2,748)(1,413)(8,825)(1,413)
Interest (income) expense, net of capitalized interest— (1)— 2,838 
Change in fair value of derivatives2,168 (100)443 1,326 
Change in fair value of warrants liability(6,378)(2,838)(21,988)4,525 
Change in fair value of earnout liability(21,876)(8,480)(85,437)(75,488)
Other income, net(132)(160)(1,709)(811)
Total other income, net(28,966)(12,992)(117,516)(69,023)
Net income $15,993 $5,237 $78,569 $42,090 
Other comprehensive income (loss)
Unrealized gain (loss) on marketable securities2,769 (1,712)(8,014)(1,712)
Foreign currency translation adjustment, net of tax1,373 53 (6,688)77 
Total comprehensive income $20,135 $3,578 $63,867 $40,455 
Net income per share, basic$0.12 $0.04 $0.57 $0.42 
Net income per share, diluted$0.11 $0.04 $0.55 $0.40 
Weighted-average common shares outstanding, basic138,347,960 136,762,136 137,563,877 101,221,781 
Weighted-average common shares outstanding, diluted142,267,273 142,066,042 142,146,767 106,237,754 


Year Ended December 31,
(in thousands)20222021
Cash flows from operating activities
Net income$78,569 $42,090 
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization711 544 
Amortization on right-of-use asset582 280 
Stock-based compensation7,235 5,767 
Amortization of debt issuance costs— 14 
Accretion of debt discount— 2,211 
Change in fair value of derivative 443 1,326 
Change in fair value of common stock warrants liability(21,988)(30,510)
Change in fair value of preferred stock warrants liability— 35,035 
Change in fair value of earnout liability(85,437)(75,488)
Changes in operating assets and liabilities:
Other receivables(1,734)(2,563)
Grants receivable— — 
Prepaid expenses and other current assets432 (3,652)
Other long-term assets(5,017)— 
Accounts payable26 (395)
Accrued expenses485 3,010 
Payment on operating lease liabilities(572)(295)
Other liabilities, current (329)380 
Other liabilities, long-term502 203 
Net cash used in operating activities(26,092)(22,043)
Cash flows from investing activities
Purchases of property, plant, and equipment, net of grants(83,691)(12,268)
Purchases of marketable securities(3,823,407)(2,448,316)
Sales of marketable securities3,815,859 2,024,089 
Maturities of marketable securities180,331 25,058 
Capitalized interest on plant construction(245)(201)
Net cash provided by (used in) investing activities88,847 (411,638)
Cash flows from financing activities
Proceeds from stockholders' notes payable, net of debt issuance costs— 11,707 
Payment of short-term debt— (906)
Proceeds from Canadian Government Research and Development Program849 543 
Proceeds from exercise of stock options399 74 
Business combination, net of issuance costs paid— 467,530 
Net cash provided by financing activities1,248 478,948 
Effects of foreign exchange rate changes on the balance of cash and cash equivalents, and restricted cash held in foreign currencies(2,782)(14)
Net increase (decrease) in cash and cash equivalents, and restricted cash61,221 45,253 
Cash and cash equivalents, and restricted cash, beginning of the period47,127 1,874 
Cash and cash equivalents, and restricted cash, end of the period$108,348 $47,127 

Origin Materials, Inc.
Reconciliation of GAAP and Non-GAAP Results

We believe that the presentation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA) is appropriate to provide additional information to investors about our operating profitability adjusted for certain non-cash items, non-routine items that we do not expect to continue at the same level in the future, as well as other items that are not core to our operations. Further, we believe Adjusted EBITDA provides a meaningful measure of operating profitability because we use it for evaluating our business performance, making budgeting decisions, and comparing our performance against that of other peer companies using similar measures.

We define Adjusted EBITDA as net income or loss adjusted for (i) stock-based compensation expense, (ii) depreciation and amortization, (iii) interest income, (iv) interest expense, net of capitalized interest, (v) change in fair value of derivative liabilities, (vi) change in fair value of warrants liability, (vii) change in fair value of earnout liability, (viii) professional fees related to completed mergers, and (ix) other income, net.

Three months ended December 31,Year ended December 31,
(in thousands)2022202120222021
Net income $15,993 $5,237 $78,569 $42,090 
Stock based compensation3,516 959 7,235 5,767 
Depreciation and amortization223 181 711 544 
Interest income(2,748)(1,413)(8,825)(1,413)
Interest expense, net of capitalized interest— (1)— 2,838 
Change in fair value of derivative 2,168 (100)443 1,326 
Change in fair value of warrants liability(6,378)(2,838)(21,988)4,525 
Change in fair value of earnout liability(21,876)(8,480)(85,437)(75,488)
Professional fees related to completed mergers— — — 640 
Other income, net(132)(160)(1,709)(811)
Adjusted EBITDA$(9,234)$(6,615)$(31,001)$(19,982)