FREQUENTLY USED TERMS
“Artius” means Artius Acquisition Inc. (which was
re-named “Origin Materials,
Inc.” in connection with the Domestication).
“Artius IPO” means Artius’s initial public offering,
consummated on July 16, 2020.
“Business Combination” means the transactions contemplated
by the Merger Agreement, including, among other things, the
“Closing” means the closing of the Business Combination.
“Closing Date” means June 25, 2021, the date on which
the Closing occurred.
“DGCL” means the General Corporation Law of the State of
“Domestication” means the continuation of Artius by way of
domestication of Artius into a Delaware corporation with the
ordinary shares of Artius becoming shares of common stock of the
Delaware corporation under the applicable provisions of the Cayman
Islands Companies Act (As Revised) and the DGCL.
“Legacy Origin” means Micromidas, Inc., a Delaware
corporation doing business as Origin Materials, and, unless the
context otherwise requires, its consolidated subsidiaries.
“Merger” means the merger of Merger Sub with and into Legacy
Origin, with Legacy Origin continuing as the Surviving
“Merger Agreement” means the Agreement and Plan of Merger
and Reorganization, dated as of February 16, 2021 (as amended
by the letter agreement dated March 5, 2021, as it may be
further amended from time to time), by and among Artius, Merger Sub
and Legacy Origin.
“Merger Sub” means Zero Carbon Merger Sub Inc., a Delaware
corporation and a direct, wholly owned subsidiary of Artius.
“PIPE” means that certain private placement in the aggregate
amount of $200.0 million, consummated immediately prior to the
consummation of the Business Combination, pursuant to those certain
Subscription Agreements with Artius, pursuant to which the
subscribers purchased 20,000,000 shares of Common Stock at a
purchase price of $10.00 per share.
“PIPE Shares” means an aggregate of 20,000,000 shares of
Common Stock issued to the subscribers in the PIPE.
“Private Placement Warrants” means the 11,326,667 warrants
purchased by the Sponsor in connection with the Artius IPO in a
private placement transaction occurring simultaneously with the
closing of the Artius IPO.
“Public Warrants” means the 24,150,000 warrants included as
a component of the Artius units sold in the Artius IPO, each of
which is exercisable, at an exercise price of $11.50, for one share
of Common Stock, in accordance with its terms.
“Sponsor” means the Artius Acquisition Partners LLC.
“Sponsor Shares” means the 18,112,500 shares of Common Stock
held by the Sponsor following a private placement in connection
with the initial public offering of Artius and subsequent share
recapitalization. 4,500,000 Sponsor Shares shall be subject to
forfeiture in three equal installments unless our Common Stock
reaches certain trading price thresholds within certain specified
time periods (10 consecutive trading day-closing volume weighted
average price targets of $15, $20, and $25 of our Common Stock
within 3, 4 and 5 years after the closing of the Business
“Surviving Corporation” means Legacy Origin following the
consummation of the Merger.
“Warrants” means the Private Placement Warrants and the