Micromidas, Inc. entered into the letter of intent to acquire Artius Acquisition Inc. (NasdaqCM:AACQ) from Artius Acquisition Partners LLC and other shareholders for $1.4 billion in a reverse merger transaction on January 14, 2021. Micromidas, Inc. entered into an agreement and plan of merger and reorganization to acquire Artius Acquisition Inc. from Artius Acquisition Partners LLC and other shareholders in a reverse merger transaction on February 16, 2021. Pursuant to the agreement, 78.213 million class A common stock will be distributed to Micromidas' holders, which is subject to certain downward adjustments pursuant to the agreement. As additional consideration, Origin will issue to certain holders of Micromidas's securities up to 25 million additional shares of class A common stock as follows: (i) one third of the earnout shares will be issued when the volume weighted average price of class A common stock (“VWAP”) equals or exceeds $15 for 10 consecutive trading days during the three year period following the closing of the business combination, (ii) one third of the earnout shares will be issued when VWAP equals or exceeds $20 for 10 consecutive trading days during the four year period following the closing of the business combination, and (iii) one third of the earnout shares will be issued when VWAP equals or exceeds $25 for 10 consecutive trading days during the five year period following the closing. Upon closing, the transaction is expected to provide $925 million of gross proceeds to the Artius, comprised of Artius' $725 million of cash held in trust, assuming no stockholder redemptions. As a result of the acquisition, each issued and outstanding class A ordinary share and Class B ordinary share of Artius will convert into a share of class A common stock of Origin and each issued and outstanding warrant to purchase class A ordinary shares of Artius will be exercisable by its terms to purchase an equal number of shares of class A common stock. Concurrently, Artius entered into subscription agreements with certain investors, to raise up to $200 million in the private placement. Upon completion, Micromidas will continue as the surviving corporation. It is anticipated that, upon consummation of the Business Combination Artius public shareholders will retain an ownership interest of approximately 39.3%, Initial Stockholders will own approximately 7.4%, the Origin Equityholders will own approximately 42.4% and PIPE Investors will own approximately 10.9% of the Combined Company. Also, Artius shall change its name to “Origin Materials, Inc.” and will remain listed on Nasdaq under the new ticker symbol “ORGN”. Artius will apply for listing, to be effective at the time of the Business Combination, of the Combined Company Common Stock and Common Stock Public Warrants on the Nasdaq under the symbols “ORGN” and “ORGNW,” respectively.

Following the closing, it is expected that the current senior management of Origin will comprise the senior management of the combined company. The combined company will be led by John Bissell and Rich Riley. Also, Boon Sim, Charles Druckerand an Artius Partner, will join Micromidas' board of directors. Karen Richardson, an Artius Partner, is expected to be nominated to serve as Chairperson of Micromidas' board of directors. The transaction closing is subjected to the satisfaction or waiver of certain customary closing conditions, including the Artius cash on hand shall not be less than $525 million, receipt of approval from shareholders of Artius and Micromidas, consummation of a private placement, effectiveness of the registration statement on Form S-4 to be filed by Artius, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of conditional approval for listing on the Nasdaq the shares of class A common stock to be issued in connection with the closing, Artius have at least $5,000,001 of net tangible assets, the Investor Rights Agreement, the Subscription Agreements, the Artius Transaction Support Agreements, any Additional Support Agreements, the Lock-Up Agreements and the Sponsor Letter Agreement and all ancillary agreements shall be in full force and effect and shall not have been rescinded by any of the parties thereto. The Boards of Directors of each of Origin and Artius have unanimously approved the transaction, certain directors and officers of Artius will have been removed from their respective positions or tendered their irrevocable resignations, effective as of the effective time. As of May 27, 2021, registration statement became effective. The transaction is expected to close in second quarter of 2021. Assuming Artius' shareholders approve the proposed business combination at the Extraordinary General Meeting to be held on June 23, 2021, Artius expects to close the business combination on June 25, 2021. As on June 23, 2021, the transaction was approved by the shareholders of Artius.


BofA Securities, Inc. acted as financial advsior to Micromidas, Inc. and Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisors to the BofA Securities, Inc. Cooley LLP is serving as legal advisor to Micromidas, Inc. Credit Suisse and Goldman Sachs & Co. LLC are serving as joint financial and capital markets advisors to Artius and serving as co-placement agents on the PIPE offering. Paul Shim, Adam Brenneman, Daniel Ilan, Michael Albano, Caroline Hayday, Jason Factor, Steve Kaiser, Beau Sterling, Rick Bidstrup, Jim Corsiglia and Chase Kaniecki of Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisors to Artius. Morrow & Co., LLC is serving as proxy solicitor and Artius Acquisition agreed to pay Morrow Sodali a fee of $42,500, plus disbursements. Mark Zimkind of Continental Stock Transfer & Trust Company served as transfer agent and registrar. Clare O'Brien and Yiting Du of Shearman & Sterling LLP acted as the legal advisor to Artius in the transaction.

Micromidas, Inc. completed the acquisition of Artius Acquisition Inc. (NasdaqCM:AACQ) from Artius Acquisition Partners LLC and other shareholders in a reverse merger transaction on June 25, 2021. Origin Materials will use the proceeds to fund the Company's planned growth, including the completion and commissioning of its first commercial plant.