Item 8.01. Other Events.
On May 27, 2021, Artius Acquisition Inc. ("Artius") issued a press release
announcing, among other things, the following: (i) the effectiveness of its
registration statement on Form S-4, which includes a definitive proxy statement
(the "Proxy Statement") and prospectus in connection with its previously
announced business combination ("Business Combination") with Origin Materials,
Inc. ("Origin Materials"), (ii) the date of the extraordinary general meeting of
Artius (the "Special Meeting") to be held to consider and approve the Business
Combination and certain related matters, (iii) the record date for the
determination of shareholders eligible to receive the Proxy Statement and vote
at the Special Meeting. A copy of the press release is attached hereto as
Exhibit 99.1.
Important Additional Information about the Business Combination and Where to
Find It:
In connection with the Business Combination, a registration statement on Form
S-4 (the "Registration Statement") has been declared effective by the Securities
and Exchange Commission (the "SEC"), which includes a definitive proxy statement
of Artius with respect to the Special Meeting. Artius's shareholders and other
interested persons are advised to read the Registration Statement and combined
proxy statement/prospectus contained therein and any documents filed in
connection therewith, as these materials will contain important information
about Origin Materials, Artius, and the Business Combination. The Proxy
Statement will be mailed to Artius's shareholders who were holders of record as
of May 19, 2021. The documents filed by Artius with the SEC may be obtained free
of charge at the SEC's website at www.sec.gov. In addition, the documents filed
by Artius may be obtained free of charge from Artius at
www.artiuscapital.com/acquisition. Alternatively, these documents can be
obtained free of charge from Artius upon written request to Artius Acquisition
Inc., 3 Columbus Circle, Suite 2215, New York, NY 10019, or by calling
212-287-6767.
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Participants in the Solicitation
Artius and certain of its respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of Artius, in favor of the approval of the Business Combination. For information
regarding Artius's directors and executive officers, please see Artius's annual
report on Form 10-K filed with the SEC on March 5, 2021 and as amended on May 3,
2021. Additional information regarding the interests of those participants and
other persons who may be deemed participants in the transaction may be obtained
by reading the Proxy Statement. Free copies of these documents may be obtained
as described above.
Non-Solicitation
The disclosure herein is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
proposed Business Combination and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Artius, nor shall there be any
sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a definitive document.
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 proposed Business Combination with Origin Materials; the
risk of delays in the expected timing of the closing of the proposed Business
Combination with Origin Materials; the risk that Artius shareholder approval of
the proposed Business Combination is not obtained; 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
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 Proxy Statement 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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Item 9.01.
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