Item 1.01 Entry into a Material Definitive Agreement
On June 14, 2021, Artius Acquisition Inc., a Cayman Islands exempted company
("Artius" or, the "Company") entered into a backstop agreement (the "Backstop
Agreement") with certain funds managed by affiliates of Apollo Capital
Management, L.P. (collectively, the "Apollo Backstop Provider"), pursuant to
which the Apollo Backstop Provider agreed, subject to certain conditions in the
Backstop Agreement, to purchase up to an aggregate amount of 3,000,000 shares of
Class A common stock of Artius, par value $0.0001 per share (the "Backstop
Shares"), at $10.00 per share. The closing of the share purchase pursuant to the
Backstop Agreement is expected to occur immediately prior to or concurrently
with the closing of Artius's business combination (the "Business Combination")
with Micromidas, Inc., a Delaware corporation doing business as Origin Materials
("Origin," which term also refers to the post-combination Delaware corporation,
as Artius intends to change its name to Origin Materials, Inc., upon the closing
of the Business Combination).
Pursuant to the terms of the Backstop Agreement, the maximum number of Backstop
Shares to be purchased by the Apollo Backstop Provider will be equal to the
number of shares validly redeemed by public shareholders of Artius in connection
with the Business Combination, up to a total of 3,000,000 Backstop Shares (the
"Maximum Apollo Backstop"). However, the Company may enter into backstop
agreements with certain other investors, in which case the number of Backstop
Shares to be purchased by the Apollo Backstop Providers (the "Apollo Backstop
Amount") shall be reduced, dollar-for-dollar, by the amount by which aggregate
commitments under those other backstop agreements exceeds $20 million (not
including commitments by certain strategic investors, as provided in the
Backstop Agreement). In addition, the Company may also reduce the Apollo
Backstop Amount in its sole discretion. In connection with and subject to
satisfaction of the conditions contained in the Backstop Agreement, the Apollo
Backstop Provider will be entitled to payment of a backstop premium in an amount
equal to three percent (3%) of the purchase price for the Maximum Apollo
Backstop.
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The foregoing description of the Backstop Agreement 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 Backstop Agreement, which is filed
as Exhibit 10.1 hereto and the terms of which are incorporated by reference
herein. The form of Backstop 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 factual information about Artius or the Apollo Backstop
Provider and their affiliates. The representations, warranties and covenants
contained in the Backstop Agreement were made only for purposes of that
agreement; are solely for the benefit of the parties to the Backstop Agreement;
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 Backstop Agreement 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 Backstop
Agreement 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 Backstop
Agreement, as applicable, which subsequent information may or may not be fully
reflected in Artius's public disclosures.
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 Artius's
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
Artius's trust account following any redemptions by Artius's 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 Nasdaq's 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 Artius's 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.
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No Offer or Solicitation
This Current Report on Form 8-K shall neither constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation, or sale would
be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
10.1 Form of Backstop Agreement.
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