Attached files

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EX-99.4 - EX-99.4 - Origin Materials, Inc.d869424dex994.htm
EX-14.1 - EX-14.1 - Origin Materials, Inc.d869424dex141.htm
EX-3.3 - EX-3.3 - Origin Materials, Inc.d869424dex33.htm

As filed with the U.S. Securities and Exchange Commission on July 8, 2020

Registration No. 333-239421

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ARTIUS ACQUISITION INC.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770   N/A
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

3 Columbus Circle, Suite 2215

New York, NY 10019

(212) 309-7668

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Boon Sim

Chief Executive Officer and Chief Financial Officer

3 Columbus Circle, Suite 2215

New York, NY 10019

(212) 309-7668

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

Nicolas Grabar, Esq.   Gregg A. Noel, Esq.
Adam J. Brenneman, Esq.   Michael J. Mies, Esq.
Cleary Gottlieb Steen & Hamilton LLP   Skadden, Arps, Slate, Meagher & Flom LLP
One Liberty Plaza   525 University Avenue, Suite 1400
New York, NY 10006   Palo Alto, CA 94301
Tel: (212) 225-2000   Tel: (650) 470-4500
Fax: (212) 225-3999   Fax: (650) 470-4570

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Security Being Registered

 

Amount

Being

Registered

 

Proposed

Maximum
Offering Price

per Security(1)

 

Proposed

Maximum
Aggregate
Offering Price(1)

  Amount of
Registration Fee

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2)

  60,375,000 Units   $10.00   $603,750,000   $78,366.75

Class A ordinary shares included as part of the units(3)

  60,375,000 Shares       —(4)

Redeemable warrants included as part of the units(3)

  20,125,000 Warrants       —(4)

Total

          $603,750,000   $78,366.75(5)

 

 

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 7,875,000 units, consisting of 7,875,000 Class A ordinary shares and 2,625,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions.

(4)

No fee pursuant to Rule 457(g).

(5)

Previously paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


EXPLANATORY NOTE

Artius Acquisition Inc. is filing this Amendment No. 2 (this “Amendment”) to its registration statement on Form S-1 (File No. 333-239421) (the “Registration Statement”) to file exhibits to the Registration Statement as indicated in Item 16 in the index to exhibits. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discounts and commissions) will be as follows:

 

Legal fees and expenses

   $ 435,000  

Accounting fees and expenses

     50,000  

SEC expenses

     78,367  

FINRA expenses

     91,062  

Travel and road show

     20,000  

Nasdaq listing and filing fees

     75,000  

Directors and officers insurance(1)

     200,000  

Printing and engraving expenses

     40,000  

Miscellaneous expenses

     10,571  
  

 

 

 

Total offering expenses

   $ 1,000,000  
  

 

 

 

 

(1)

This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.

Item 14. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

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Item 15. Recent Sales of Unregistered Securities.

On February 4, 2020, our sponsor subscribed for 11,500,000 Class B ordinary shares, in exchange for a capital contribution of $25,000, or approximately $0.002 per share. On June 24, 2020, we effected a share capitalization resulting in our sponsor holding an aggregate of 15,093,750 founder shares. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of this offering. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D under the Securities Act.

In addition, our sponsor has committed, pursuant to a written agreement, to purchase from us 8,666,667 (or 9,716,667 if the underwriters’ over-allotment option is exercised in full) private placement warrants at $1.50 per warrant (for a purchase price of $13,000,000 (or $14,575,000 if the underwriters’ over-allotment option is exercised in full)). These purchases will take place on a private placement basis simultaneously with the completion of this offering. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D under the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. The list of exhibits preceding the signature page of this registration statement is incorporated herein by reference.

(b) Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

 

  (1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

  (2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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  (3)

For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

  (4)

For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  i.

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;

 

  iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

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EXHIBIT INDEX

 

Exhibit
No.

  

Description

   1.1    Form of Underwriting Agreement.*
   3.1    Memorandum and Articles of Association.*
   3.2    Amended and Restated Memorandum and Articles of Association.*
   3.3    Form of Amended and Restated Memorandum and Articles of Association.**
   4.1    Specimen Unit Certificate.*
   4.2    Specimen Class A ordinary shares certificate.*
   4.3    Specimen Warrant Certificate.*
   4.4    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
   5.1    Opinion of Cleary Gottlieb Steen & Hamilton LLP.*
   5.2    Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.*
 10.1    Promissory Note, dated February 4, 2020, issued to Artius Acquisition Partners LLC. *
 10.2    Form of Letter Agreement among the Registrant and its directors, director nominees and officers and Artius Acquisition Partners LLC.*
 10.3    Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
 10.4    Form of Registration Rights Agreement among the Registrant and certain security holders.*
 10.5    Securities Subscription Agreement, dated February 4, 2020, between the Registrant and Artius Acquisition Partners LLC.*
 10.6    Form of Private Placement Warrants Purchase Agreement between the Registrant and Artius Acquisition Partners LLC.*
 10.7    Form of Indemnity Agreement.*
 10.8   

Form of Administrative Services Agreement between the Registrant and Artius Management LLC.*

 14.1    Form of Code of Ethics.**
 23.1    Consent of Marcum LLP.*
 23.2    Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).*
 23.3    Consent of Maples and Calder (included in Exhibit 5.2).*
 24.1    Power of Attorney (included on signature page).*
 99.1   

Consent of Steven W. Alesio.*

 99.2   

Consent of Kevin Costello.*

 99.3   

Consent of Karen Richardson.*

 99.4    Form of Audit Committee Charter.**

 

*

Previously filed.

**

Filed herewith.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 8th day of July, 2020.

 

ARTIUS ACQUISITION INC.
By:  

/s/ Boon Sim

  Boon Sim
  Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name    Position   Date

/s/ Charles Drucker

Charles Drucker

   Executive Chairman of the Board of Directors   July 8, 2020

/s/ Boon Sim

Boon Sim

  

Chief Executive Officer and Chief Financial Officer, Director

(principal executive, financial and accounting officer)

  July 8, 2020

 

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