Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257931
PROSPECTUS SUPPLEMENT NO. 2
(To the Prospectus dated
July 30, 2021)
Up to 88,982,474 Shares of Common Stock
(Including up to 35,476,667 Shares of Common Stock Issuable Upon Exercise of Warrants)
Up to 11,326,667 Warrants to Purchase Common Stock
This prospectus
supplement supplements the prospectus, dated July 30, 2021 (as amended or supplemented, the Prospectus), which forms a part of our registration statement on Form S-1 (No. 333-257931). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on August 16, 2021 (the Quarterly Report). Accordingly, we have attached the Quarterly Report to this prospectus supplement.
The Prospectus and prospectus supplement relate to the issuance by us of an aggregate of up to 35,476,667 shares of our common stock, $0.0001
par value per share (the Common Stock), which consists of:
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up to 11,326,667 shares of Common Stock that are issuable upon the exercise of 11,326,667 warrants (the
Private Placement Warrants) originally issued in a private placement to the initial stockholder of Artius Acquisition Inc. (the Sponsor) in connection with the initial public offering of Artius Acquisition Inc.
(Artius), and
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up to 24,150,000 shares of Common Stock that are issuable upon the exercise of 24,150,000 warrants (the
Public Warrants and, together with the Private Placement Warrants, the Warrants) originally issued in the initial public offering of Artius.
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We will receive the proceeds from any exercise of any Warrants for cash.
The Prospectus and prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the
Prospectus or their permitted transferees (the selling securityholders) of:
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up to 64,832,474 shares of Common Stock consisting of:
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up to 20,000,000 shares of Common Stock issued in a private placement pursuant to subscription agreements
(Subscription Agreements) entered into on February 16, 2021,
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up to 18,112,500 shares of Common Stock held by the Sponsor issued in a private placement in connection with the
initial public offering of Artius and subsequent share recapitalization (including 4,500,000 shares of Common Stock subject to forfeiture if certain milestone are not achieved, as further described below),
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up to 11,326,667 shares of Common Stock issuable upon exercise of the Private Placement Warrants,
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up to 6,398,350 shares of Common Stock issuable upon the exercise of stock options,
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up to 3,000,000 shares of Common Stock issued by us pursuant to that certain Backstop Agreement
(Backstop Agreement) entered into on June 14, 2021,
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up to 1,300,001 shares of Common Stock issued by us pursuant to those certain Additional Subscription Agreements
(Additional Subscription Agreements), each entered into on June 23, 2021, and
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up to 4,694,956 shares of Common Stock issued pursuant to Agreement and Plan of Merger and Reorganization, dated
as of February 16, 2021 (as amended by the letter agreement dated March 5, 2021), by and among Artius, Zero Carbon Merger Sub Inc. and Micromidas, Inc. and subject to that certain Investor Rights Agreement (the Investor Rights
Agreement), dated June 25, 2021, between us and certain selling securityholders granting such holders registration rights with respect to such shares (including up to 2,150,784 shares of Common Stock issuable as Earnout Shares (as
defined in the Prospectus)), and
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up to 11,326,667 Private Placement Warrants.
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We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the selling securityholders pursuant to the
Prospectus.
The selling securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or
through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of Common Stock or Warrants, except with respect to amounts received by us upon exercise of the
Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or blue sky laws. The selling securityholders will bear all
commissions and discounts, if any, attributable to their sale of shares of Common Stock or Warrants. See the section titled Plan of Distribution in the Prospectus.
The Common Stock and Public Warrants are listed on The Nasdaq Capital Market (Nasdaq) under the symbols ORGN
and ORGNW, respectively. On August 13, 2021, the last reported sales price of Common Stock was $6.61 per share and the last reported sales price of our Warrants was $1.74 per Warrant.
This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be
delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and
supersedes the information contained therein.
This prospectus supplement is not complete without, and may not be delivered or utilized
except in connection with, the Prospectus, including any amendments or supplements thereto.
We are an emerging growth company
and a smaller reporting company as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer
that is an emerging growth company and a smaller reporting company. We are incorporated in Delaware.
Investing in
our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled Risk Factors beginning on page 8 of the Prospectus, and under similar headings in any amendments or
supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or
passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
Prospectus
Supplement dated
August 16, 2021