Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the Backstop Agreement
is incorporated by reference in this Item 3.02. The Backstop Shares to be issued in connection with the Backstop Agreement will not be registered under the Securities Act of 1933, as amended (the Securities Act), and will be issued
in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
Forward Looking Statements
Certain statements made in this Current Report on Form 8-K, and oral statements made from time to time by
representatives of Artius are forward looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Statements regarding the proposed business
combination and expectations regarding the combined business are forward looking statements. In addition, words such as estimates, projects, expects, anticipates, forecasts,
plans, intends, believes, seeks, may, will, would, should, future, propose, target, goal,
objective, outlook and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not
guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Artiuss control, that could cause actual results or
outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability of Artius to complete the contemplated transactions with Origin;
the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of funds available in Artiuss trust account following any redemptions by Artiuss
shareholders; changes in general economic conditions, including as a result of the COVID-19 pandemic; the outcome of litigation related to or arising out of the proposed business combination, or any adverse
developments therein or delays or costs resulting therefrom; the ability to meet the Nasdaqs listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed
business combination; those factors discussed in Artiuss annual report on Form 10-K, filed with the SEC on March 5, 2021 and as amended on May 3, 2021, under the heading Risk
Factors; those factors discussed in the definitive proxy statement/prospectus, filed with the SEC on May 27, 2021, under the heading Risk Factors and other documents of Artius filed, or to be filed, with the SEC. Artius does
not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.