Entry into a Material Definitive Agreement.
On June 23, 2021, Origin Materials, Inc. (f/k/a Artius
Acquisition Inc.) (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 1,300,001 shares of Class A common
stock of the Company, par value $0.0001 per share (the
“Subscription Shares”), at $10.00 per share. The closing of the
share purchase pursuant to the Subscription Agreement occurred on
June 25, 2021 concurrently with the closing of the Company’s
Business Combination, which is described in more detail below in
The foregoing description of the Subscription Agreements and the
transactions and documents contemplated thereby is not complete and
is subject to and qualified in its entirety by reference to the
form of Subscription Agreement, which is filed as Exhibit 10.1
hereto and the terms of which are incorporated by reference herein.
The form of Subscription Agreement is included as an exhibit to
this Current Report on Form 8-K in order to provide investors and
security holders with material information regarding its terms and
the transaction. It is not intended to provide any other
information about the Company or the Subscribers and their
respective affiliates. The representations, warranties and
covenants contained in the Subscription Agreements were made only
for purposes of those agreements; are solely for the benefit of the
parties to the Subscription Agreements; may be subject to
limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Subscription
Agreements instead of establishing these matters as facts; and may
be subject to standards of materiality applicable to the parties
that differ from those applicable to investors. Investors are not
third-party beneficiaries under the Subscription Agreements and
should not rely on the representations, warranties or covenants or
any description thereof as characterizations of the actual state of
facts or condition of the parties thereto or any of their
respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of representations and warranties may
change after the date of the Subscription Agreements, as
applicable, which subsequent information may or may not be fully
reflected in the Company’s public disclosures.
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 Subscription Agreements is incorporated by reference in this
Item 3.02. The Subscription Shares issued pursuant to the
Subscription Agreements were not registered under the Securities
Act of 1933, as amended (the “Securities Act”), and were issued in
reliance on the exemption from registration requirements thereof
provided by Section 4(a)(2) of the Securities Act.
Material Modification to Rights of Security
The information set forth in Item 5.03 of this Current Report on
Form 8-K is incorporated herein by reference.
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
In connection with the consummation of the Company’s Business
Combination, which is described in more detail below in Item 8.01,
and the Company’s re-domestication from the Cayman Islands to
Delaware, on June 24, 2021 the Certificate of Incorporation of the
Company (the “Certificate of Incorporation”) and the Bylaws of the
Company (the “Bylaws”) became effective.
Copies of the Certificate of Incorporation and the Bylaws are
attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and
are incorporated herein by reference.
The general effect of the Certificate of Incorporation and the
Bylaws upon the rights of holders of the Company’s capital stock
are described in the Company’s final prospectus and definitive
proxy statement, dated May 27, 2021 (the “Proxy
Statement/Prospectus”) and filed with the Securities and Exchange
Commission, in the section titled “Description of
Securities” beginning on page 229 of the Proxy
Statement/Prospectus, and the section titled “Proposal No.
1—The Domestication Proposal” beginning on page 259 of
Proxy Statement/Prospectus, each of which is incorporated herein by
Regulation FD Disclosure.
The Company has updated its sources and uses of funds table
previously included in its Analyst Day Investor Presentation dated
April 19, 2021, which revised table is filed as Exhibit 10.2.
Based on the Company’s current cash levels (giving effect to share
redemptions described under Item 8.01 below) and the latest
information provided by the Company’s potential financing sources
(including banks and underwriters that specialize in municipal
financings, project financing, loan syndication and other
financings relevant for such similar construction projects), the
funding plan for Origin Plant 2 now assumes approximately 25% of
equity and 75% of debt financing instead of the previously
disclosed approximately 50% of equity and 50% of debt financing.
The Company also believes that it may be able to raise other forms
of financing at the corporate/holding company level, which is not
reflected in these revised financial assumptions.