QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class: |
Trading Symbol(s) |
Name of each exchange on which registered: | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | any further changes to the Company’s financial statements or this Report that may be required due to SEC comments or further guidance regarding the accounting treatment of the Assumed Common Stock Warrants (as defined in Note 15 to the unaudited condensed consolidated financial statements in this Report); |
• | the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting; |
• | the Company’s ability to remediate the material weakness in its internal control over financial reporting; |
• | the quantitative effects of the restatement of our previously issued consolidated financial statements as of and for the period ended December 31, 2020; |
• | costs related to the Business Combination (as defined herein) and the Company’s ability to recognize the anticipated benefits of the Business Combination; |
• | the Company’s future financial and business performance, including financial projections and business metrics; |
• | changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; |
• | the Company’s ability to scale in a cost-effective manner; |
• | the Company’s ability to raise capital; |
• | the Company’s ability to secure additional project financing and government incentives; |
• | the Company’s ability to complete construction of its plants in the expected timeframe and in a cost-effective manner; |
• | the Company’s ability to procure necessary capital equipment and to produce its products in large commercial quantities; |
• | the impact of government laws and regulations and liabilities thereunder, including any decline in the value of carbon credits; |
• | any increases or fluctuations in raw material costs; |
• | the ability to maintain the listing of the Company’s common stock on the Nasdaq; and |
• | the impact of worldwide economic, political, industry, and market conditions, including the continued effects of the global COVID-19 pandemic. |
(In thousands, except share and per share data) |
June 30, 2021 (Unaudited) |
December 31, 2020 |
||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Other receivables |
||||||||
Grants receivable |
— | |||||||
Prepaid expenses and other current assets |
||||||||
Total current assets |
||||||||
Property, plant, and equipment, net |
||||||||
Intangible assets, net |
||||||||
Total assets |
$ |
$ |
||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Derivative liability |
— | |||||||
Stockholder convertible notes payable |
— | |||||||
Total current liabilities |
||||||||
PPP Loan |
— | |||||||
Earnout liability |
— | |||||||
Canadian Government Research and Development Program Liability |
||||||||
Redeemable convertible preferred stock warrants |
— | |||||||
Assumed common stock warrants liability |
— | |||||||
Stockholder note |
||||||||
Related party other liabilities, long-term |
||||||||
Other liabilities, long-term |
||||||||
Total liabilities |
||||||||
Commitments and contingencies (See Note 18) |
||||||||
STOCKHOLDERS’ EQUITY |
||||||||
Preferred stock, $ |
— |
|||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive income |
||||||||
Total stockholders’ equity |
||||||||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit |
$ |
$ |
||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
(In thousands, except share and per share data) |
2021 |
2020 |
2021 |
2020 |
||||||||||||
Operating Expenses |
||||||||||||||||
Research and development |
$ | $ | $ | $ | ||||||||||||
General and administrative |
||||||||||||||||
Depreciation and amortization |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses and loss from operations |
||||||||||||||||
Other (income) expenses |
||||||||||||||||
Interest expense, net of capitalized interest |
||||||||||||||||
Change in fair value of derivative liability |
( |
) | ( |
) | ||||||||||||
Change in fair value of warrants liability |
( |
) | ||||||||||||||
Change in fair value of earnout liability |
( |
) | — | ( |
) | — | ||||||||||
Other income, net |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other (income) expenses, net |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income (loss) |
||||||||||||||||
Foreign currency translation adjustment, net of tax |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive income (loss) |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) per share, basic |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) per share, diluted |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted-average common shares outstanding, basic |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted-average common shares outstanding, diluted |
||||||||||||||||
|
|
|
|
|
|
|
|
Redeemable Convertible Preferred Stock | Accumulated Other Comprehensive Income (loss) |
Total Stockholders’ Equity |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A | Series B | Series C | Legacy Origin Common Stock |
Common Stock | Additional Paid-in Capital |
Accumulated Deficit |
||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2019 (as previously reported) |
$ | $ | $ | $ | — | — | $ | — | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||
Retrospective application of the recapitalization due to the Business Combination (Note 4) |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||||||||
Balance at December 31. 2019, effect of Business Combination (Note 4) |
— | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||
Common stock issued upon exercise of stock options |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | — | — | — | — | — | — | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
BALANCE, March 31, 2020 |
— | — | — | — | — | — | — | — | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||||||||||||||||||||||||||
Common stock issued upon exercise of stock options |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
BALANCE, June 30, 2020 |
— | — | — | — | — | — | — | — | $ | $ | $ | ( |
) | $ | $ | |||||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock | Accumulated Other Comprehensive Income (loss) |
Total Stockholders’ Equity |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A | Series B | Series C | Common Stock | Common Stock | Additional Paid-in Capital |
Accumulated Deficit |
||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2020 (as previously reported) |
$ | $ | $ | — | — | $ | — | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||||||||||||||||||||
Retrospective application of the recapitalization due to the Business Combination (Note 4) |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||||||||
Balance at December 31. 2020, effect of Business Combination (Note 4) |
— | — | — | — | — | — | — | — | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued upon exercise of stock options |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
BALANCE, March 31, 2021 |
— | — | — | — | — | — | — | — | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||||||||||||||||||
Reclassification of stockholders’ convertible notes payable |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Reclassification of redeemable convertible preferred stock warrant liability |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Business Combination, net of redemptions and equity issuance costs of $ |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Reclassification of equity to liability related to earn out provisions of Business Combination (see note 13) |
— | — | — | — | — | — | — | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
BALANCE, June 30, 2021 |
— | — | — | — | — | — | — | — | $ | $ | $ | ( |
) | $ | $ | |||||||||||||||||||||||||||||||||||||||||
Six Months Ended June 30, |
||||||||
(in thousands) | 2021 |
2020 |
||||||
Cash flows from operating activities |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net loss to net cash from operating activities: |
||||||||
Depreciation and amortization |
||||||||
Stock-based compensation |
||||||||
Amortization of debt issuance costs |
||||||||
Accretion of debt discount |
||||||||
Change in fair value of derivative liability |
( |
) | ||||||
Change in fair value of warrants liability |
||||||||
Change in fair value of earnout liability |
( |
) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Other receivables |
( |
) | ||||||
Grants receivable |
( |
) | ||||||
Prepaid expenses and other current assets |
( |
) | ||||||
Accounts payable |
( |
) | ( |
) | ||||
Accrued expenses |
||||||||
Related party payable |
— | |||||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
Cash flows from investing activities |
||||||||
Purchases of property, plant, and equipment, net of grants |
( |
) | ( |
) | ||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
Cash flows from financing activities |
||||||||
Proceeds from notes payable, net of debt issuance costs |
||||||||
Payment of short-term debt |
( |
) | — | |||||
Proceeds from Canadian Government Research and Development Program |
||||||||
Issuance of common stock |
||||||||
Business combination, net of issuance costs paid |
— | |||||||
Net cash provided by financing activities |
||||||||
Effects of foreign exchange rate changes on the balance of cash and cash equivalents, and restricted cash held in foreign currencies |
( |
) | ||||||
Net increase (decrease) in cash and cash equivalents, and restricted cash |
( |
) | ||||||
Cash and cash equivalents, and restricted cash, beginning of the period |
||||||||
Cash and cash equivalents, and restricted cash, end of the period |
$ | $ | ||||||
Supplemental disclosure of cash flow information |
||||||||
Conversion of stockholder convertible notes payable to common stock |
$ | $ | — | |||||
Reclassification of redeemable convertible preferred stock warrants to common stock |
$ | $ | — | |||||
Reclassification of contingently issued equity to liability |
$ | $ | — | |||||
Net assets assumed from business combination |
$ | $ | — | |||||
Debt discount related to derivative liability |
$ | $ | — | |||||
Business combination transaction costs, accrued but not paid |
$ | $ | — | |||||
1. |
Organization and Business |
2. |
Risks and Liquidity |
3. |
Summary of Significant Accounting Policies |
• | the Company’s Board of Directors (the “Board”) and management are primarily composed of individuals associated with Legacy Origin; |
• | Legacy Origin’s senior management comprise the senior management roles of the Company and are responsible for the day-to-day |
• | the Company assume the “doing business as” name of the Legacy Origin; and |
• | The intended strategy and operations of the Company continue Legacy Origin’s current strategy and operations as a carbon negative materials company with a mission to enable the world’s transition to sustainable materials. |
June 30, 2021 |
December 31, 2020 |
|||||||
Cash and cash equivalents |
$ | $ |
$ | |||||
Restricted cash |
||||||||
Total cash, cash equivalents, and restricted cash |
||||||||
Computer Equipment | ||
Office Furniture | ||
Machinery and Equipment | ||
Leasehold Improvements |
• | Expected term |
• | Expected volatility |
• | Expected dividend |
• | Forfeiture |
• | Risk-free interest rate zero-coupon issues with the same or substantially equivalent remaining term. |
4. |
Business Combination |
Cash—Trust Account (net of redemptions of $ |
$ | |||
Cash |
||||
Cash—PIPE & Backstop Financing |
||||
Non-cash net assets assumed from Artius |
||||
Less: Fair value of assumed common stock warrants |
( |
) | ||
Less: Underwriting fees and other issuance costs paid prior to June 30, 2021 |
( |
) | ||
Additional Paid-in-Capital from Business Combination, net of issuance costs paid |
$ | |||
Less: Non-cash net assets assumed from Artius |
( |
) | ||
Add: Non-cash fair value of assumed common stock warrants |
||||
Add: Other issuance costs included in accounts payable and accrued liabilities |
||||
Less: Accrued liabilities extinguished through proceeds from Business Combination |
( |
) | ||
Cash proceeds from the Business Combination |
$ | |||
Artius shares outstanding prior to the Business Combination, excluding |
||||
Less: redemption of Artius shares |
||||
Shares issued pursuant to the PIPE and Backstop Financing |
||||
Business Combination and PIPE Financing shares, excluding |
||||
Conversion of Legacy Origin Series A preferred stock for common stock |
||||
Conversion of Legacy Origin Series B preferred stock for common stock |
||||
Conversion of Legacy Origin Series C preferred stock for common stock |
||||
Conversion of Legacy Origin convertible notes for common stock |
||||
Conversion of Legacy Origin common stock for common stock |
||||
Issuance of common stock upon exercise of warrants |
||||
Total shares of New Origin common stock outstanding immediately following the Business Combination |
||||
5. |
Recent Accounting Pronouncements |
6. |
Fair Value Measurement |
Fair Value as of June 30, 2021 |
||||||||||||||||
(in thousands) |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets: |
||||||||||||||||
Money market funds in cash and cash equivalents |
$ | $ | — | $ | — | $ | ||||||||||
Total fair value |
$ | $ | $ | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Assumed common stock warrants (Public) |
$ | $ | — | $ | — | $ | ||||||||||
Assumed common stock warrants (Private Placement) |
— | — | ||||||||||||||
Earnout liability |
— | — | ||||||||||||||
Total fair value |
$ | $ | $ | $ | ||||||||||||
Fair Value as of December 31, 2020 |
||||||||||||||||
(in thousands) |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets: |
||||||||||||||||
Money market funds in cash and cash equivalents |
$ | $ | — | $ | — | $ | ||||||||||
Total fair value |
$ | $ | — | $ | — | $ | ||||||||||
Liabilities: |
||||||||||||||||
Redeemable convertible preferred stock warrants liability |
$ | — | $ | — | $ | $ | ||||||||||
Derivative liability |
— | — | ||||||||||||||
$ | — | $ | — | $ | $ | |||||||||||
December 31, 2020 |
||||
Expected life (years) |
||||
Risk-free interest rate |
% | |||
Expected volatility |
% | |||
Dividend yield |
% |
Three Months Ended June 30, |
||||||||
(in thousands) | 2021 |
2020 |
||||||
Beginning warrant liability balance |
$ | $ | ||||||
Change in fair value |
( |
) | ||||||
Reclassification to APIC upon recapitalization |
( |
) | — | |||||
Ending warrant liability balance |
$ | — | $ | |||||
Three Months Ended March 31, |
||||||||
(in thousands) | 2021 |
2020 |
||||||
Beginning derivative liability balance |
$ | $ | ||||||
Change in fair value |
( |
) | ( |
) | ||||
Ending derivative liability balance |
$ | — | $ | |||||
7. |
Property, Plant and Equipment |
June 30, 2021 |
December 31, 2020 |
|||||||
Land |
$ | $ | ||||||
Pilot plant |
||||||||
Lab equipment |
||||||||
Machinery and equipment |
||||||||
Computer and other equipment |
||||||||
Construction in process |
||||||||
Less accumulated depreciation and amortization |
( |
) | ( |
) | ||||
Total property, plant, and equipment, net |
$ | $ | ||||||
8. |
Intangible Assets |
June 30, 2021 |
December 31, 2020 |
|||||||
Patents |
$ | $ | ||||||
Less accumulated amortization |
( |
) | ( |
) | ||||
$ | $ | |||||||
9. |
Consortium Agreement |
10. |
Offtake Arrangements |
11. |
Debt |
12. |
Other liabilities, long-term and related party other liabilities, long-term |
13. |
Earnout liability |
14. |
Canadian Government Research and Development Program Liability |
15. |
Assumed Common Stock Warrants |
16. |
Stockholders’ Equity |
Outstanding Options |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (in years) |
||||||||||
Balance at December 31, 2020 |
$ | |||||||||||
Granted |
$ | |||||||||||
Exercised |
( |
) | ||||||||||
Forfeited / canceled |
||||||||||||
Balance as of March 31, 2021 |
$ | |||||||||||
Granted |
||||||||||||
Exercised |
||||||||||||
Forfeited / Canceled |
( |
) | $ | |||||||||
Balance as of June 30, 2021 |
$ | |||||||||||
Vested and expected to vest at June 30, 2021 |
||||||||||||
17. |
Income Taxes |
18. |
Commitments and Contingencies |
19. |
Basic and Diluted Net Loss Per Share |
(In thousands, except for share and per share amounts) |
Three Months Ended June 30, |
Six Months Ended June 30, |
||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Numerator: |
||||||||||||||||
Net income (loss) attributable to common stockholders—Basic |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Remeasurement of preferred stock warrant liability |
( |
) | — | — | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) attributable to common stockholders—Diluted |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Denominator: |
||||||||||||||||
Weighted-average common shares outstanding—Basic (1) |
||||||||||||||||
Stock options |
— | — | ||||||||||||||
Warrants to purchase redeemable convertible preferred stock |
— | — | — | |||||||||||||
Weighted-average common shares outstanding—Diluted (1) |
||||||||||||||||
Net income (loss per share)—Basic |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss per share)—Diluted |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Options to purchase common stock |
— | — | ||||||||||||||
Warrants to purchase common stock |
— | — | ||||||||||||||
Warrants to purchase redeemable convertible preferred stock, as-converted |
— | — |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Net Income (loss) |
$ | 62,531 | $ | (1,693 | ) | $ | 8,961 | $ | (3,663 | ) | ||||||
Stock based compensation |
3,545 | 9 | 4,172 | 18 | ||||||||||||
Depreciation and amortization |
121 | 100 | 236 | 204 | ||||||||||||
Interest expense, net of capitalized interest |
2,560 | 50 | 2,839 | 113 | ||||||||||||
Change in fair value of derivative liability |
1,035 | (12 | ) | 1,426 | (15 | ) | ||||||||||
Change in fair value of warrants liability |
(27,265 | ) | 105 | 20,844 | 105 | |||||||||||
Change in fair value of earnout liability |
(45,497 | ) | — | (45,497 | ) | — | ||||||||||
Other Income, net |
(42 | ) | (157 | ) | (624 | ) | (168 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted EBITDA |
$ | (3,012 | ) | $ | (1,598 | ) | $ | (7,643 | ) | $ | (3,406 | ) | ||||
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||||||||||||||
(in thousands) |
2021 |
2020 |
Variance |
Variance % |
||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
$ | 3,648 | $ | 2,122 | $ | 1,526 | 72 | % | ||||||||
General and administrative expenses |
8,167 | 1,302 | 6,865 | 527 | % | |||||||||||
Depreciation and amortization |
236 | 204 | 32 | 15 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses and loss from operations |
12,051 | 3,628 | 8,423 | 232 | % | |||||||||||
Other (income) expenses: |
||||||||||||||||
Interest expense, net of capitalized interest |
2,839 | 113 | 2,726 | n.m | ||||||||||||
Change in fair value of derivative liability |
1,426 | (15 | ) | 1,441 | n.m | |||||||||||
Change in fair value of warrant liability |
20,844 | 105 | 20,739 | n.m | ||||||||||||
Change in fair value of earnout liability |
(45,497 | ) | — | (45,497 | ) | n.m | ||||||||||
Other income, net |
(623 | ) | (168 | ) | (455 | ) | 271 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other expense (income), net |
(21,011 | ) | 35 | (21,046 | ) | n.m | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income (Loss) |
$ | 8,960 | $ | (3,663 | ) | $ | 12,623 | (345 | )% | |||||||
|
|
|
|
|
|
|
|
Three Months Ended |
||||||||||||||||
(in thousands) |
June 30, 2021 |
March 31, 2021 |
Variance |
Variance% |
||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
$ | 2,339 | $ | 1,309 | $ | 1,030 | 79 | % | ||||||||
General and administrative expenses |
4,219 | 3,948 | 271 | 7 | % | |||||||||||
Depreciation and amortization |
121 | 115 | 6 | 5 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses and loss from operations |
6,679 | 5,372 | 1,307 | 24 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other (income) expenses: |
||||||||||||||||
Interest income |
2,560 | 279 | 2,281 | n.m | ||||||||||||
Change in fair value of derivative liability |
1,035 | 391 | 644 | 165 | % | |||||||||||
Change in fair value of warrant liabilities |
(27,265 | ) | 48,109 | (75,374 | ) | (157 | )% | |||||||||
Change in fair value of earnout liability |
(45,497 | ) | — | (45,497 | ) | n.m | ||||||||||
Other income, net |
(42 | ) | (581 | ) | 538 | (93 | )% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other (income) expenses, net |
(69,210 | ) | 48,198 | (117,408 | ) | (244 | )% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income (loss) |
$ | 62,531 | $ | (53,570 | ) | $ | 116,101 | 217 | % | |||||||
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Total cash used in operating activities |
$ | (6,675 | ) | $ | (2,271 | ) | ||
Total cash used in investing activities |
(2,703 | ) | (1,267 | ) | ||||
Total cash provided by financing activities |
478,559 | 1,962 | ||||||
|
|
|
|
|||||
Effects of foreign exchange rate changes on the balance of cash and cash equivalents, and restricted cash held in foreign currencies |
(178 | ) | 184 | |||||
|
|
|
|
|||||
Net increase (decrease) in cash |
$ | 469,003 | $ | (1,392 | ) | |||
|
|
|
|
• | We are an early stage company with a history of losses and our future profitability is uncertain, and our financial projections may differ materially from actual results. |
• | Our business plan assumes we can secure substantial additional project financing and government incentives, which may be unavailable on favorable terms, if at all. |
• | We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain effective internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or result in failure to meet our periodic reporting obligations. |
• | Construction of our plants may not be completed in the expected timeframe or in a cost-effective manner. Any delays in the construction of our plants could severely impact our business, financial condition, results of operations and prospects. |
• | We plan to rely on our Origin 1 and Origin 2 plants to meet customer demand until 2027. |
• | We have not produced our products in large commercial quantities and may not manage growth effectively. |
• | Our offtake agreements with customers include liquidated damages, advance repayment and/or termination provisions that may be triggered if we fail to timely complete plant construction or commence our commercial operations. |
• | Our industry is highly competitive, and we may lose market share to producers of products that can be substituted for our products, which may have an adverse effect on our results of operations and financial condition. |
• | Increases or fluctuations in the costs of our raw materials may affect our cost structure. |
• | Compliance with extensive environmental, health and safety laws could require material expenditures, changes in our operations or site remediation. |
• | Our business relies on proprietary information and other intellectual property, and our failure to protect our intellectual property rights could harm our competitive advantages with respect to the use, manufacturing, sale or other commercialization of our processes, technologies and products, which may have an adverse effect on our results of operations and financial condition. |
• | We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs (including indemnification of third parties or costly licensing arrangements, if licenses are available at all) and limit our ability to use certain key technologies in the future or require development of non-infringing products or technologies, which may cause us to incur significant unexpected costs, prevent us from commercializing our products and otherwise harm our business. |
• | We rely on trade secrets to protect our technology, and our failure to maintain trade secret protection could limit our ability to compete. |
• | Our management has limited experience in operating a public company. |
• | expand our commercial production capabilities and incur construction costs associated with building our plants; |
• | increase our expenditures associated with our supply chain, including sourcing primary feedstock for our products; |
• | increase our spending on research and development for new products; |
• | begin full scale commercial production of our products; |
• | increase our sales and marketing activities and develop our distribution infrastructure; and |
• | increase our general and administrative functions to support our growing operations and to operate as a public company. |
• | changes in the valuation of our deferred tax assets and liabilities; |
• | expected timing and amount of the release of any tax valuation allowances; |
• | tax effects of stock-based compensation; |
• | costs related to intercompany restructurings; |
• | changes in tax laws, regulations or interpretations thereof; or |
• | future earnings being lower than anticipated in countries where we have has lower statutory tax rates and higher than anticipated earnings in countries where we have has higher statutory tax rates. |
• | public acceptance of such products; |
• | our ability to produce products of consistent quality that offer functionality comparable or superior to existing or new products; |
• | our ability to produce products fit for their intended purpose; |
• | our ability to produce new products or customizations of existing products to match changes in public demand; |
• | our ability to obtain necessary regulatory approvals for our products; |
• | the speed at which potential customers qualify our products for use in their products; |
• | the pricing of our products compared to competitive and alternative products, including petroleum- based plastics; |
• | the strategic reaction of companies that market competitive products; |
• | our reliance on third parties who support or control distribution channels; and |
• | general market conditions, including fluctuating demand for our products. |
• | the announcement or introduction of new products by our competitors; |
• | our ability to upgrade and develop our systems and infrastructure to accommodate growth; |
• | our ability to attract and retain key personnel in a timely and cost-effective manner; |
• | our ability to attract new customer and retain existing customers; |
• | technical difficulties; |
• | the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure; |
• | our ability to identify and enter into relationships with appropriate and qualified third-party providers of necessary testing and manufacturing services; |
• | regulation by federal, state or local governments; and |
• | general economic conditions, as well as economic conditions specific to the plastics and fuels industries, and other industries related to compostable or biodegradable substitutes for |
• | non-biodegradable plastics, as well as changes to commodity prices to which prices in some of our contracts are indexed. |
• | obtain capital, equipment and facilities; |
• | obtain funding for research and development programs, product development programs and commercialization activities; |
• | obtain expertise in relevant markets; |
• | obtain access to raw materials; |
• | obtain sales and marketing services or support; |
• | obtain conversion services and other downstream supply chain support; and/or |
• | obtain access to intellectual property and ensure freedom to operate. |
• | initially providing for a classified board of directors with staggered, three-year terms; |
• | authorizing our board of directors to issue Preferred Stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control; |
• | prohibiting cumulative voting in the election of directors; |
• | providing that vacancies on our board of directors may generally be filled only by a majority of directors then in office, even though less than a quorum; |
• | prohibiting the adoption, amendment or repeal of the Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at least two-thirds of the shares entitled to vote at an election of directors; |
• | prohibiting stockholder action by written consent; |
• | limiting the persons who may call special meetings of stockholders; and |
• | requiring advance notification of stockholder nominations and proposals. |
• | we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; |
• | we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law; |
• | we will be required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification; |
• | we will not be obligated pursuant to our Bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our Board or brought to enforce a right to indemnification; |
• | the rights conferred in the Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and |
• | we may not retroactively amend our Bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents. |
• | the realization of any of the risk factors presented in this Report; |
• | actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition; |
• | additions and departures of key personnel; |
• | failure to comply with the requirements of Nasdaq; |
• | failure to comply with the Sarbanes-Oxley Act or other laws or regulations; |
• | future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities; |
• | publication of research reports about us; |
• | the performance and market valuations of other similar companies; |
• | commencement of, or involvement in, litigation involving us; |
• | broad disruptions in the financial markets, including sudden disruptions in the credit markets; |
• | speculation in the press or investment community; |
• | actual, potential or perceived control, accounting or reporting problems; |
• | changes in accounting principles, policies and guidelines; and |
• | other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 public health emergency), natural disasters, war, acts of terrorism or responses to these events. |
• | labor availability and costs for hourly and management personnel; |
• | profitability of our products; |
• | changes in interest rates; |
• | impairment of long-lived assets; |
• | macroeconomic conditions, both nationally and locally; |
• | negative publicity relating to products we serve; |
• | changes in consumer preferences and competitive conditions; |
• | expansion to new markets; and |
• | fluctuations in commodity prices. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; or |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | existing stockholders’ proportionate ownership interest in us will decrease; |
• | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
• | the relative voting strength of each previously outstanding Common Stock may be diminished; and |
• | the market price of the Common Stock may decline. |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. |
Defaults upon senior securities |
Item 4. |
Mine safety disclosures |
Item 5. |
Other Information |
Item 6. |
Exhibits |
* | Filed herewith. |
^ | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
# | Indicates a management or compensatory plan |
+ | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
ORIGIN MATERIALS, INC. | ||||||
Date: August 16, 2021 | By: | /s/ John Bissell | ||||
John Bissell | ||||||
Co-Chief Executive Officer | ||||||
Date: August 16, 2021 | By: | /s/ Rich Riley | ||||
Rich Riley | ||||||
Co-Chief Executive Officer | ||||||
Date: August 16, 2021 | By: | /s/ Nate Whaley | ||||
Nate Whaley | ||||||
Chief Financial Officer |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Bissell, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Origin Materials, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 16, 2021 | By: | /s/ John Bissell | ||||
John Bissell | ||||||
Co-Chief Executive Officer | ||||||
(Co-Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rich Riley, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Origin Materials, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 16, 2021 | By: | /s/ Rich Riley | ||||
Rich Riley | ||||||
Co-Chief Executive Officer | ||||||
(Co-Principal Executive Officer) |
Exhibit 31.3
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Nate Whaley, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Origin Materials, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 16, 2021 | By: | /s/ Nate Whaley | ||||
Nate Whaley | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), John Bissell, Co-Chief Executive Officer of Origin Materials, Inc. (the Company), and Nate Whaley, Chief Financial Officer of the Company, each hereby certifies, that, to the best of their knowledge:
1. | The Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, to which this Certification is attached as Exhibit 32.1 (the Report), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Date: August 16, 2021 | By: | /s/ John Bissell | ||||
John Bissell | ||||||
Co-Chief Executive Officer (Co-Principal Executive Officer) | ||||||
By: | /s/ Rich Riley | |||||
Rich Riley | ||||||
Co-Chief Executive Officer (Co-Principal Executive Officer) | ||||||
By: | /s/ Nate Whaley | |||||
Nate Whaley | ||||||
Chief Financial Officer (Principal Financial Officer) |
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Origin Materials, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 136,748,470 | 70,266,925 |
Common stock, shares outstanding | 136,748,470 | 70,266,925 |
Condensed Consolidated Statements of Operations And Comprehensive Income (Loss) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|||
Operating Expenses | ||||||
Research and development | $ 2,339 | $ 904 | $ 3,648 | $ 2,122 | ||
General and administrative | 4,219 | 703 | 8,167 | 1,302 | ||
Depreciation and amortization | 121 | 100 | 236 | 204 | ||
Total operating expenses and loss from operations | 6,679 | 1,707 | 12,051 | 3,628 | ||
Other (income) expenses | ||||||
Interest expense, net of capitalized interest | 2,560 | 50 | 2,839 | 113 | ||
Change in fair value of derivative liability | 1,035 | (12) | 1,426 | (15) | ||
Change in fair value of warrants liability | (27,265) | 105 | 20,844 | 105 | ||
Change in fair value of earnout liability | (45,497) | (45,497) | ||||
Other income, net | (43) | (157) | (623) | (168) | ||
Total other (income) expenses, net | (69,210) | (14) | (21,011) | 35 | ||
Net income (loss) | 62,531 | (1,693) | 8,960 | (3,663) | ||
Other comprehensive income (loss) | ||||||
Foreign currency translation adjustment, net of tax | 626 | 5,803 | 1,092 | 2,603 | ||
Total comprehensive income (loss) | $ 63,157 | $ 4,110 | $ 10,052 | $ (1,060) | ||
Net income (loss) per share, basic | $ 0.93 | $ (0.03) | $ 0.14 | $ (0.06) | ||
Net income (loss) per share, diluted | $ 0.63 | $ (0.03) | $ 0.13 | $ (0.06) | ||
Weighted-average common shares outstanding, basic | [1] | 67,548,052 | 62,545,293 | 65,098,310 | 62,544,604 | |
Weighted-average common shares outstanding, diluted | [1] | 78,628,591 | 62,545,293 | 70,974,743 | 62,544,604 | |
|
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands |
Total |
Previously Reported [Member] |
Revision of Prior Period, Adjustment [Member] |
Redeemable Convertible Preferred Stock Series A
Previously Reported [Member]
|
Redeemable Convertible Preferred Stock Series A
Revision of Prior Period, Adjustment [Member]
|
Redeemable Convertible Preferred Stock Series B
Previously Reported [Member]
|
Redeemable Convertible Preferred Stock Series B
Revision of Prior Period, Adjustment [Member]
|
Redeemable Convertible Preferred Stock Series C
Previously Reported [Member]
|
Redeemable Convertible Preferred Stock Series C
Revision of Prior Period, Adjustment [Member]
|
Legacy Origin Common Stock
Previously Reported [Member]
|
Legacy Origin Common Stock
Revision of Prior Period, Adjustment [Member]
|
Common Stock |
Common Stock
Revision of Prior Period, Adjustment [Member]
|
Additional Paid-in Capital |
Additional Paid-in Capital
Previously Reported [Member]
|
Additional Paid-in Capital
Revision of Prior Period, Adjustment [Member]
|
Accumulated Deficit |
Accumulated Deficit
Previously Reported [Member]
|
Accumulated Other Comprehensive Income (loss) |
Accumulated Other Comprehensive Income (loss)
Previously Reported [Member]
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Temporary equity, Balance at Dec. 31, 2019 | $ 31,478 | $ (31,478) | $ 41,125 | $ (41,125) | $ 23,380 | $ (23,380) | ||||||||||||||
Temporary equity, Balance (Shares) at Dec. 31, 2019 | 13,204,284 | (13,204,284) | 6,275,704 | (6,275,704) | 1,590,675 | (1,590,675) | ||||||||||||||
Balance beginning at Dec. 31, 2019 | $ 27,999 | $ (67,984) | $ 95,983 | $ 6 | $ 6 | $ 96,988 | $ 1,011 | $ 95,977 | $ (68,585) | $ (68,585) | $ (410) | $ (410) | ||||||||
Balance beginning (Shares) at Dec. 31, 2019 | 1,283,788 | (1,283,788) | 62,542,363 | 62,542,363 | ||||||||||||||||
Common stock issued upon exercise of stock options | 1 | 1 | ||||||||||||||||||
Common stock issued upon exercise of stock options (Shares) | 2,912 | |||||||||||||||||||
Stock-based compensation | 9 | 9 | ||||||||||||||||||
Net income (loss) | (1,970) | (1,970) | ||||||||||||||||||
Other comprehensive income (loss) | (3,200) | (3,200) | ||||||||||||||||||
Balance ending at Mar. 31, 2020 | 22,839 | $ 6 | 96,998 | (70,555) | (3,610) | |||||||||||||||
Balance ending (Shares) at Mar. 31, 2020 | 62,545,275 | |||||||||||||||||||
Temporary equity, Balance at Dec. 31, 2019 | $ 31,478 | $ (31,478) | $ 41,125 | $ (41,125) | $ 23,380 | $ (23,380) | ||||||||||||||
Temporary equity, Balance (Shares) at Dec. 31, 2019 | 13,204,284 | (13,204,284) | 6,275,704 | (6,275,704) | 1,590,675 | (1,590,675) | ||||||||||||||
Balance beginning at Dec. 31, 2019 | 27,999 | (67,984) | 95,983 | $ 6 | $ 6 | 96,988 | 1,011 | 95,977 | (68,585) | (68,585) | (410) | (410) | ||||||||
Balance beginning (Shares) at Dec. 31, 2019 | 1,283,788 | (1,283,788) | 62,542,363 | 62,542,363 | ||||||||||||||||
Net income (loss) | (3,663) | |||||||||||||||||||
Balance ending at Jun. 30, 2020 | 26,958 | $ 6 | 97,007 | (72,248) | 2,193 | |||||||||||||||
Balance ending (Shares) at Jun. 30, 2020 | 62,545,275 | |||||||||||||||||||
Balance beginning at Mar. 31, 2020 | 22,839 | $ 6 | 96,998 | (70,555) | (3,610) | |||||||||||||||
Balance beginning (Shares) at Mar. 31, 2020 | 62,545,275 | |||||||||||||||||||
Stock-based compensation | 9 | 9 | ||||||||||||||||||
Net income (loss) | (1,693) | (1,693) | ||||||||||||||||||
Other comprehensive income (loss) | 5,803 | 5,803 | ||||||||||||||||||
Balance ending at Jun. 30, 2020 | 26,958 | $ 6 | 97,007 | (72,248) | 2,193 | |||||||||||||||
Balance ending (Shares) at Jun. 30, 2020 | 62,545,275 | |||||||||||||||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 31,478 | $ (31,478) | $ 41,125 | $ (41,125) | $ 23,380 | $ (23,380) | ||||||||||||||
Temporary equity, Balance (Shares) at Dec. 31, 2020 | 13,204,284 | (13,204,284) | 6,275,704 | (6,275,704) | 1,590,675 | (1,590,675) | ||||||||||||||
Balance beginning at Dec. 31, 2020 | 122 | (95,861) | 95,983 | $ 6 | $ 6 | 98,620 | 2,643 | 95,977 | (98,888) | (98,888) | 384 | 384 | ||||||||
Balance beginning (Shares) at Dec. 31, 2020 | 1,285,164 | (1,285,164) | 62,545,275 | 62,545,275 | ||||||||||||||||
Common stock issued upon exercise of stock options | $ 55 | 55 | ||||||||||||||||||
Common stock issued upon exercise of stock options (Shares) | 118,019 | 118,019 | ||||||||||||||||||
Stock-based compensation | $ 627 | 627 | ||||||||||||||||||
Net income (loss) | (53,571) | (53,571) | ||||||||||||||||||
Other comprehensive income (loss) | 466 | 466 | ||||||||||||||||||
Balance ending at Mar. 31, 2021 | (52,301) | $ 6 | 99,302 | (152,459) | 850 | |||||||||||||||
Balance ending (Shares) at Mar. 31, 2021 | 62,663,294 | |||||||||||||||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 31,478 | $ (31,478) | $ 41,125 | $ (41,125) | $ 23,380 | $ (23,380) | ||||||||||||||
Temporary equity, Balance (Shares) at Dec. 31, 2020 | 13,204,284 | (13,204,284) | 6,275,704 | (6,275,704) | 1,590,675 | (1,590,675) | ||||||||||||||
Balance beginning at Dec. 31, 2020 | 122 | $ (95,861) | $ 95,983 | $ 6 | $ 6 | 98,620 | $ 2,643 | $ 95,977 | (98,888) | $ (98,888) | 384 | $ 384 | ||||||||
Balance beginning (Shares) at Dec. 31, 2020 | 1,285,164 | (1,285,164) | 62,545,275 | 62,545,275 | ||||||||||||||||
Net income (loss) | 8,960 | |||||||||||||||||||
Balance ending at Jun. 30, 2021 | 271,489 | $ 13 | 359,928 | (89,928) | 1,476 | |||||||||||||||
Balance ending (Shares) at Jun. 30, 2021 | 136,748,470 | |||||||||||||||||||
Balance beginning at Mar. 31, 2021 | $ (52,301) | $ 6 | 99,302 | (152,459) | 850 | |||||||||||||||
Balance beginning (Shares) at Mar. 31, 2021 | 62,663,294 | |||||||||||||||||||
Common stock issued upon exercise of stock options (Shares) | 0 | |||||||||||||||||||
Reclassification of stockholders' convertible notes payable | $ 20,493 | 20,493 | ||||||||||||||||||
Reclassification of stockholders' convertible notes payable (Shares) | 2,049,191 | |||||||||||||||||||
Reclassification of redeemable convertible preferred stock warrant liability | 54,267 | 54,267 | ||||||||||||||||||
Reclassification of redeemable convertible preferred stock warrant liability (Shares) | 5,554,440 | |||||||||||||||||||
Business Combination, net of redemptions and equity issuance costs of $37 million | 385,410 | $ 7 | 385,403 | |||||||||||||||||
Business Combination, net of redemptions and equity issuance costs of $37 million (Shares) | 66,481,545 | |||||||||||||||||||
Reclassification of equity to liability related to earn out provisions of Business Combination | (203,082) | (203,082) | ||||||||||||||||||
Stock-based compensation | 3,545 | 3,545 | ||||||||||||||||||
Net income (loss) | 62,531 | 62,531 | ||||||||||||||||||
Other comprehensive income (loss) | 626 | 626 | ||||||||||||||||||
Balance ending at Jun. 30, 2021 | $ 271,489 | $ 13 | $ 359,928 | $ (89,928) | $ 1,476 | |||||||||||||||
Balance ending (Shares) at Jun. 30, 2021 | 136,748,470 |
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Parenthetical) $ in Millions |
3 Months Ended |
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Jun. 30, 2021
USD ($)
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Statement of Stockholders' Equity [Abstract] | |
Equity issuance costs | $ 37 |
Organization and Business |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Organization and Business |
Unless the context otherwise requires, references in these notes to “Origin”, “the Company”, “we”, “us” and “our” and any related terms are intended to mean the post-Business Combination Origin Materials, Inc. and its consolidated subsidiaries. The Company’s mission to help enable the world’s transition to sustainable materials by replacing petroleum-based materials with decarbonized materials in a wide range of end products, such as food and beverage packaging, clothing, textiles, plastics, car parts, carpeting, tires, adhesives, soil amendments and more. The Company’s technology converts sustainable feedstocks, such as sustainably harvested wood, agricultural waste, wood waste and corrugated cardboard, into materials and products that are currently made from fossil feedstocks, such as petroleum and natural gas. The Company’s products are intended to compete directly with petroleum-derived products on both performance and price, as well as provide a significant unit cost advantage over products made from other low-carbon feedstocks. The Company is currently developing and constructing its first manufacturing plant in Ontario, Canada (Origin 1), which is expected to become operational by 2022. The Company is also currently in the planning phase for the construction of a significantly larger manufacturing plant (Origin 2), with which is expected to become operational in 2025. On June 25, 2021 (the “Closing Date”), Artius Acquisition Inc. (“Artius”), a special purpose acquisition company, consummated the Merger Agreement and other Related Agreements (the “Merger Agreement”) dated February 16, 2021, by and among Artius, Zero Carbon Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Artius (“Merger Sub”), and Micromidas, Inc. a Delaware corporation (“Legacy Origin”). Pursuant to the terms of the Merger Agreement, a business combination between Artius and Legacy Origin was effected through the merger of Merger Sub with and into Legacy Origin, with Legacy Origin surviving as the surviving company and as a wholly-owned subsidiary of Artius (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, Artius changed its name to Origin Materials Inc. (collectively with its subsidiaries, the “Company”). For additional information on the Business Combination, please refer to Note 4, Business Combination Beginning in March 2020, the
COVID-19 pandemic and the measures imposed to contain this pandemic have disrupted and are expected to continue to impact the Company’s business. The magnitude of the impact of the COVID-19 pandemic on the Company’s productivity, results of operations and financial position, and its disruption to the Company’s business and battery development and timeline, will depend in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course. |
Risks and Liquidity |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Risks And Liquidity [Abstract] | |||
Risks and Liquidity |
Prior to the Business Combination, the Company primarily financed its operations through the sale of convertible preferred stock, borrowings under convertible promissory notes and borrowings under loan agreements. The Company now believes that the Business Combination has provided substantial liquidity and that its $471 million of cash and cash equivalents and restricted cash will enable it to fund its planned operations for at least twelve months from the issuance date of these condensed consolidated financial statements. |
Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy Origin was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Artius was treated as the “acquired” company and Legacy Origin is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Origin issuing stock for the net assets of Artius, accompanied by a recapitalization. The net assets of Artius are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Origin was determined to be the accounting acquirer based on the following predominant factors:
The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Origin. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio (as defined below) established in the Business Combination. Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination, valuation of convertible preferred stock warrants, and valuation of convertible preferred stock tranche liabilities, carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, stock-based compensation expense, among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of June 30, 2021, the interim condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity, the interim condensed consolidated statements of operations and comprehensive loss, and the interim condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021 and its results of operations and cash flows for the six months ended June 30, 2021 and 2020. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the six-month periods are also unaudited. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Legacy Origin’s audited financial statements and notes thereto for the year ended December 31, 2020 included the Company’s Form 8-K/A as filed with the SEC on July 1, 2021. Principles of Consolidation The unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC and include the accounts of the Company and its wholly-owned subsidiaries, Micromidas Pioneer, LLC, Origin Materials Canada Holding Limited, Origin Materials Canada Polyesters Limited, Origin Material Canada Pioneer Limited, and Origin Materials Canada Research Limited. All intercompany accounts and transactions have been eliminated in consolidation. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains its cash and cash equivalents accounts with a financial institution where, at times, deposits exceed federal insurance limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an initial maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains such funds in cash deposits and money market accounts. Restricted cash consists of cash held in a control account as collateral for the Company’s credit card services, escrow services, and standby letter of credit. These restricted cash balances have been excluded from cash and cash equivalents balance and are included within other current assets in the condensed consolidated balance sheets based on the respective maturity dates. In October 2019, the Company entered into an escrow agreement for $1.3 million, whereby the funds would be used for construction and transportation services in connection with Origin 1. At June 30, 2021 and December 31, 2020, the escrow account had a balance of $0.3 million. In October 2018, the Company entered into a standby letter of credit, whereby the funds may be used for the completion of work, services, and improvements in connection with Origin 1. The standby letter of credit matures and automatically renews in October of each year. At June 30, 2021 and December 31, 2020, the standby letter of credit was $0.2 million. Cash, cash equivalents, and restricted cash consisted of the following (in thousands):
Fair Value of Financial Instruments The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under current accounting guidance prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (Level 1, Level 2, and Level 3). Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability and reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk) in a principal market. The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate, currency, or credit risks arising from its financial instruments. The fair value of debt approximates its carrying value based on prevailing market rates. The fair values of the assumed common stock warrants which are publicly traded are level 1 inputs. The fair value of the assumed common stock warrants which are not publicly traded are level 2 inputs. The earnout liability, derivative liability and redeemable convertible preferred stock warrant liability were estimated using Level 3 inputs. Other Receivables Other receivables consist of amounts due from foreign governmental entities related to the Canadian harmonized sales tax (HST) and goods and services tax (GST) for goods and services transacted in Canada. AgriScience Grant In January 2019, the Company entered into an agreement in which it will participate in the AgriScience Program Cluster Component grant through the Canadian Agricultural Partnership, whereby the Company will receive reimbursements for eligible expenditures up to approximately $2.7 million Canadian dollars through March 2022. Grants are received through reimbursements from the Canadian government and recognized, upon completion of scope of services on a quarterly basis. Grants are recognized as a reduction of property, plant, and equipment or expense based on the nature of the cost the grant is reimbursing. During the six months ended June 30, 2021 and 2020 the Company received $0.1 million and $0.1 million in grants, recorded in other income, net on the consolidated statements of operations and comprehensive loss. Property, Plant, and Equipment Property, plant, and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. Existing useful lives range from to five years. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the lease term. Major additions and improvements are capitalized, while replacements, repairs, and maintenance that do not extend the life of an asset are charged to operations. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation or amortization are removed from the accounts. Construction in progress relates to costs capitalized in conjunction with major improvements that have not yet been placed in service, and accordingly are not currently being depreciated. The Company capitalizes interest cost incurred on funds used to construct property, plant and equipment. The estimated useful lives of assets are as follows:
Intangible Assets Intangible assets are recorded at cost and are amortized using the straight-line method over the estimated useful lives of the respective assets, ranging from 7 to 15 years. The cost of servicing the Company’s patents is expensed as incurred. Upon retirement or sale, the cost of intangible assets is disposed of and the related accumulated amortization is removed from the accounts. Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property, equipment, software and intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If indicators of impairment exist, management identifies the asset group which includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows. If the total of the expected undiscounted future net cash flows for the asset group is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. For the six months period ended June 30, 2021 and 2020, no impairment was identified. Government Loans Government loans are classified as a noncurrent liability and recorded at amortized cost. Forgiveness of the balances due is recorded through earnings and occurs when there is confirmation from the governmental authority that the Company has complied with the conditions for forgiveness attached to the loan. Debt Issuance Costs The costs incurred in connection with the issuance of debt obligations, principally financing and legal costs, are capitalized. These costs are accreted over the term of the debt using the interest method. During the six months ended June 30, 2021 and 2020, accretion expense for debt issuance cost was $2.4 million and $0 million, respectively. Redeemable Convertible Preferred Stock Warrants Liability Free-standing warrants issued by Legacy Origin for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the Business Combination, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as interest expense in the accompanying unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. As a result of the Business Combination, the Legacy Origin warrants each converted into a warrant to purchase shares of the Company’s Common Stock converted at the Exchange Ratio. The fair value of the warrants upon consummation of the Business Combination (see Note 4), as adjusted based on the price of the underlying Common Stock, was reclassified to additional paid-in capital. Assumed Common Stock Warrants Liability The Company assumed 24,150,000 public warrants (the “Public Warrants”) and 11,326,667 private placement warrants (the “Private Placement Warrants”, and the Public Warrants together with the Private Placement Warrants, the “Assumed Common Stock Warrants”) upon the Business Combination, all of which were issued in connection with Artius’ non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. The Company evaluated the Assumed Common Stock Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) Earnout Liability The Company has recorded an earnout liability related to future contingent equity shares related to the Business Combination (Note 13). The Company recorded these instruments as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in earnings at each reporting date. Research and Development Cost Costs related to research and development are expensed as incurred. Stock-Based Compensation The Company has issued common stock options under two equity incentive plans. The Company estimates the calculated value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Assumptions used to value the equity instruments are as follows:
Income Taxes Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is considered to be unlikely. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. Functional Currency Translation The functional currency of the Company’s wholly-owned subsidiaries is the Canadian dollar, whereby their assets and liabilities are translated at period-end exchange rates except for nonmonetary capital transactions and balances, which are translated at historical rates. All income and expense amounts of the Company are translated at average exchange rates for the respective period. Translation gains and losses are not included in determining net loss but are accumulated in a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included in the determination of net loss in the period in which they occur. These amounts are included in other income, net, of the unaudited consolidated statements of operations and comprehensive loss. Comprehensive Loss The Company’s comprehensive income or loss consists of net income or loss and other comprehensive loss. Foreign currency translation gains and losses are included in the Company’s other comprehensive income or loss. Basic and Diluted Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net loss per share calculation, the convertible preferred stock, common stock options, convertible preferred stock warrants, common stock warrants, convertible notes, earnout shares, and sponsor vesting shares are considered to be potentially dilutive securities. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. All series of the Company’s convertible preferred stock are considered to be participating securities because, in addition to cumulative dividends, all holders are entitled to receive a non-cumulative dividend on a pari passu basis in the event that a dividend is paid on the common stock. The two-class method requires loss available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all loss for the period had been distributed. The holders of the convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net loss is attributed entirely to common stockholders. Since the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. Reclassifications Certain amounts in prior periods have been reclassified to conform with the report classifications of the three months and six months ended June 30, 2021, noting the Company has reflected the reverse recapitalization pursuant to the Business Combination for all periods presented within the unaudited condensed consolidated balance sheets and condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity. Segment Reporting The Company operates in a segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Co-Chief Executive Officers are the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. As of June 30, 2021 and December 31, 2020, the Company had $48.8 million and $45.4 million, respectively, of assets located outside of the United States. Emerging Growth Company Status Following the closing of the Business Combination, the Company is an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the condensed consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. We will no longer qualify as an emerging growth company for Securities Act or Exchange Act reporting after December 31, 2021. |
Business Combination |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination |
On June 25, 2021, Legacy Origin and Artius completed the Business Combination pursuant to the Merger Agreement with Legacy Origin (Micromidas, Inc.) surviving the merger as a wholly owned subsidiary of Artius, which became Origin Materials, Inc. Cash proceeds from the Business Combination totaled approximately $385.4 million, which included funds held in Artius’s trust account and the completion of the concurrent PIPE and Backstop Financing. In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, (i) all shares of Legacy Origin’s Series A, Series B, and Series C Preferred Stock, and Common Stock (collectively, “Legacy Origin Stock”) issued and outstanding immediately prior to the effective time of the Merger were converted into the right to receive their pro rata portion of shares of Company Common Stock (the “Common Stock”) issued as Merger consideration (the “Merger Consideration”); (ii) holders of Legacy Origin’s Convertible Notes Payable, plus accrued interest also received shares of Company common stock; (iii) each option exercisable for Legacy Origin Stock that was outstanding immediately prior to effective time of the Merger was assumed and continues in full force and effect on the same terms and conditions as were previously applicable to such options, subject to adjustments to exercise price and number of shares Common Stock issuable upon exercise based on the final conversion ratio calculated in accordance with the Merger Agreement. Additionally, as part of the consideration transferred, stockholders of Legacy Origin and Artius were given the right to additional shares in the Company. These shares vest to the holder upon the share price of the Company reaching certain targets over a future period (“Earnout Shares”, see Note 13). The Company accounted for the Business Combination as a reverse recapitalization, which is the equivalent of Legacy Origin issuing stock for the net assets of Artius, accompanied by a recapitalization, with Artius treated as the acquired company for accounting purposes. The determination of Artius as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the Business Combination, Legacy Origin will comprise all of the ongoing operations of the combined entity, a majority of the governing body of the combined company and Legacy Origin’s senior management will comprise all of the senior management of the combined company. The net assets of Artius were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the Business Combination are those of Legacy Origin. The shares and corresponding capital amounts and loss per share related to Legacy Origin’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the conversion ratio established in the Merger Agreement (1.00 Legacy Origin share for approximately 2.11 shares of New Origin, the “Conversion Ratio”) . In connection with the Business Combination, the Company incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $36.7 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the condensed consolidated balance sheet as of June 30, 2021. PIPE Financing Concurrent with the execution of the Business Combination, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors subscribed for and purchased an aggregate of 20,000,000 shares of Common Stock for an aggregate purchase price of $200 million. Backstop Agreement Concurrent with the execution of the Business Combination, the Company entered into various subscription agreements (the “Subscription Agreements”) with certain current shareholders of the Company or their affiliates (collectively, the “Subscribers”), pursuant to which the Subscribers agreed, subject to certain conditions in the Subscription Agreements, to purchase an aggregate amount of 4,300,001 shares of common stock of the Company, par value $0.0001 per share (the “Subscription Shares”), at $10.00 per share. Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination as of June 30, 2021 (in thousands):
Summary of Shares Issued The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination:
The 4,500,000 of Sponsor Vesting Shares (Note 13) are not issued shares and are not included in the table, above. |
Recent Accounting Pronouncements |
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Jun. 30, 2021 | |||
Recent Accounting Pronouncements [Abstract] | |||
Recent Accounting Pronouncements |
Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), to simplify the accounting for income taxes. The new guidance changes various subtopics of accounting for income taxes including, but not limited to, accounting for “hybrid” tax regimes, tax basis step-up in goodwill obtained in a transaction that is not a business combination, intraperiod tax allocation exception to incremental approach, ownership changes in investments, interim-period accounting for enacted changes in tax law, and year-to-date Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments available-for-sale In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In March 2020, the Financial Accounting Standards Board issued ASU
No. 2020-04, Reference Rate Reform |
Fair Value Measurement |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement |
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands):
The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. Because the transfer of Private Placement Warrants to anyone outside of certain permitted transferees of Artius Acquisition Partners LLC (the “Sponsor”) would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments. The value of the redeemable convertible preferred stock warrants liability and the derivative liability are classified as Level 3 measurements under the fair value hierarchy, as these liabilities have been valued based on significant inputs not observable in the market. As of June 30, 2021 and December 31, 2020, the carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to their short-term nature. Redeemable Convertible Preferred Stock Warrant Liability In connection with the issuance of Series A preferred stock during 2012, the Company issued preferred stock warrants to purchase 1,000,000 shares of Series A preferred stock at an exercise price of $2.7233 per share. These warrants were initially exercisable any time within 10 years of issuance. In November 2019, as part of the Bridge Notes issuance (see Note 11), these Series A preferred stock warrants had their contractual exercise period extended 10 years to October 2032. In connection with the issuance of Series A preferred stock during 2015, the Company issued preferred stock warrants to purchase 1,134,653 shares of Series A preferred stock at an exercise price of $2.7233 per share. These warrants were initially exercisable any time within 10 years of issuance. In November 2019, as part of the Bridge Notes issuance (see Note 11), these Series A preferred stock warrants had their contractual exercise period extended 10 years to October 2035. In connection with the issuance of Series A preferred stock during April 2016, the Company issued a preferred stock warrant to purchase 122,400 shares of Series A preferred stock at an exercise price of $2.7233 per share. This warrant is exercisable and expires in April 2036. In connection with the issuance of convertible promissory notes in 2016, the Company in 2016 and 2017 issued preferred stock warrants to purchase 331,927 and 35,412 shares, respectively, of Series B preferred stock at an exercise price of $7.486 per share. These preferred stock warrants are exercisable and expire from through July 2026 and June 2036 through January 2037. At December 31, 2020, the fair value of the preferred stock warrants was determined using the probability-weighted expected return method which estimates the fair value of the warrants through an analysis of future values for the Company, assuming various future outcomes. A Black-Scholes option pricing model (BSM) is utilized in this method, to the extent necessary, based on current conditions. At December 31, 2020, due to the increasing likelihood of the merger, the BSM was not necessary to execute the model. A summary of key assumptions in the BSM for determining the fair value of redeemable convertible preferred stock warrants include:
The preferred stock warrants were reclassified to equity through the closing of the business combination (see Note 4). Derivative Liability The Company evaluated the stockholder convertible notes payable in accordance with ASC 815 Derivatives and Hedging and determined that the embedded components of these contracts qualify as a derivative to be separately accounted for as a liability. The Company records the fair value of the embedded components in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivatives was calculated using a model that estimated the value that would be paid to transfer the liability in an orderly transaction between market participants at the measurement date. The fair value of the derivative liabilities is revalued on each balance sheet date with a corresponding gain or loss recorded in the consolidated statement of operations. The following table sets forth a summary of the activities of the Company’s redeemable convertible preferred stock warrant liability and derivative liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs:
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Property, Plant and Equipment |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment |
Property, plant, and equipment consisted of the following:
For the three months ended June 30, 2021 and 2020, depreciation expense totaled $0.1 million. At June 30, 2021 and December 31, 2020, the Company capitalized $0.8 million and $0.7 million, respectively, of interest cost into Origin 1. At June 30, 2021 and December 31, 2020 a cumulative translation adjustment of $0.7 million and $0.9 million, respectively, is included in total property, plant, and equipment as a result of foreign currency transaction gains and losses. |
Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets Disclosure [Text Block] |
Intangible assets consisted of the following:
The weighted average useful life of the intangible assets was 9.87 years. For the three months ended June 30, 2021 and 2020, amortization expense was $14,189 and $5,222, respectively. |
Consortium Agreement |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Pledged Financial Instruments, Not Separately Reported, Securities, by Type of Agreement [Abstract] | |||
Collaborative Arrangement Disclosure [Text Block] |
In December 2016, the Company entered into a consortium agreement with two Legacy Origin Series B preferred stock investors to collaborate on development of a process to commercialize bio-based, decarbonizing materials for application on an industrial scale at a competitive price. Under the consortium agreement, the Company received $500,000. The agreement expires once performance of the research and development program has been completed. In August 2018, the agreement was amended, whereby a Legacy Origin Series C preferred stock investor (the “Legacy Origin Series C Investor”, and collectively with the two Legacy Origin Series B investors, the “Legacy Origin Investors”) was added to the agreement and committed to invest $1,500,000 of research and development in the consortium. As of June 30, 2021, the Legacy Origin Series C Investor had not invested any funds in the consortium. In 2020 an additional counterparty, that is an unrelated party, was added to the consortium agreement. During three months ended June 30, 2021 and 2020, the Company received $0 and $0.1 million, respectively, under the consortium agreement which was recorded as other income, net in the consolidated statement of operations and comprehensive loss. |
Offtake Arrangements |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Deferred Compensation Arrangements [Abstract] | |||
Offtake Arrangements |
The Company maintains four separate offtake supply agreements (the “Offtake Agreements”). All are with stockholders or affiliates of stockholders. Pursuant to the Offtake Agreements, the Company will construct manufacturing plants with specific capacity and product quality requirements within certain timeframes for the manufacture of product for sale to the counterparties to the agreements, and the counterparties will make minimum annual purchases at a set price, subject to adjustments, all as defined in the agreements. The Offtake Agreements allow the customers to terminate the agreements if specified construction and product delivery requirements are not satisfied. For example, under two of these agreements, if Origin 1 has not commenced commercial operation by December 31, 2021 or Origin has not delivered specified product volume from Origin 1 by September 30, 2022, then the customer may terminate the agreement and any outstanding secured promissory notes resulting from advance payments made to Origin will become due immediately (see Note 11). These outstanding obligations, together with accrued interest, totaled an aggregate of $10.8 million and $10.7 million as of June 30, 2021 and December 31, 2020 respectively (see Notes 11 and 12). These agreements also require the Company to pay liquidated damages up to an aggregate of $0.9 million if Origin 1 has not commenced commercial operation by December 31, 2020 or the Company has not delivered specified product volume from Origin 1 by September 30, 2021. In September 2020, the counterparties to these agreements agreed to waive compliance with the milestones and their right to liquidated damages until June 30, 2021, in order to facilitate the negotiation of amendments to the agreements, including the milestone achievement dates. In June 2021, one of the counterparties agreed to further extend this deadline through September 30, 2021. A third offtake agreement is terminable by the customer if commercial operation or delivery of product from Origin 1 has not occurred by December 31, 2022. The Company believes enforcement of the liquidated damages provisions was not probable and expects to secure amendments to these offtake agreements pursuant to its ongoing discussions with these customers. However, the Company cannot guarantee that it will be successful in amending these offtake agreements. One of the Offtake Agreements provides the counterparty the option, exercisable within one year of the first delivery of product from Origin 1, to enter into a contract to purchase a range of quantities of product from Origin 2 for a maximum term of 10 years. If the option is exercised and the Company directly or indirectly constructs Origin 2, the Company must either enter into an agreement with the counterparty within 90 days or pay a fee. The are no impacts to these unaudited condensed consolidated financial statements from this stipulation. |
Debt |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Debt [Abstract] | |||
Debt |
PPP Loan In April 2020, the Company executed a promissory note (the “PPP Note”) evidencing an unsecured loan in the amount of $0.9 million under the Paycheck Protection Program (the “PPP Loan”). The Paycheck Protection Program (or “PPP”) was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The Loan has been made through First Republic Bank (the “Lender”). The PPP Loan has a two-year term and bears interest at a rate of 1.00% per annum, accruing upon funding. Unless the PPP Loan is forgiven, the Company will be required to make monthly payments of principal and interest to the Lender. The Company does not intend to seek forgiveness of the PPP loan. The PPP Note contains customary events of default relating to, among other things, payment defaults, providing materially false and misleading representations to the SBA or Lender, or breaching the terms of the PPP Loan documents. The occurrence of an event of default may result in the immediate repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment. Under the terms of the CARES Act, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. However, no assurance is provided that forgiveness for any portion of the PPP Loan will be obtained. The PPP Loan was paid in full during the 3 months ended June 30, 2021. Stockholder Convertible Notes Payable In November 2019, the Company entered into secured convertible note agreements (“Bridge Notes”) with certain Legacy Origin preferred stockholders, whereby the Company can borrow up to $6 million. The Bridge Notes bear an annual interest rate of 10% and mature on March 31, 2021, unless converted. If the Company issues shares of a new series of preferred stock prior to maturity, the outstanding principal and unpaid accrued interest will convert at 70% of the per share price of the new series of preferred stock. Upon a liquidation event, as defined in the agreements, the Company will repay purchasers in cash an amount equal to 200% of the outstanding principal amount plus the outstanding principal and accrued interest. The Bridge Notes are collateralized by substantially all of the Company’s assets. At December 31, 2020, there was $3.3 million, outstanding on the Bridge Notes. The conversion and liquidation features were deemed to be derivatives under ASC 815 (see Note 6) and separately measured and recognized from the Bridge Notes through a debt discount. In January of 2021, the Company amended the Bridge Notes to extend the maturity date from March 31, 2021 to September 30, 2021. The amendment also added a SPAC transaction to the conversion provision such that the Bridge Notes convert if the Company issues at least $50 million of shares of a new series of preferred stock or closes a SPAC transaction (each a “Qualified Financing”) prior to maturity. In a Qualified Financing that is a preferred stock issuance, the notes convert at 70% of the cash price paid per share for the preferred shares. In a Qualified Financing that is a SPAC transaction, the notes convert at the lesser of (i) 70% of the per share value attributed to the shares of the Company’s common stock as set forth in the Merger Agreement or (ii) the per share value that would be attributed to the Company’s common stock assuming a pre-transaction valuation of the Company in connection with the SPAC transaction of $700 million. These notes fully converted into New Origin common stock upon consummation of the business combination (see Note 4). In February of 2021 the Company issued $10 million of new, unsecured convertible notes (the “Convertible Notes”). The Convertible Notes bear an annual interest rate of 8% and mature on September 30, 2021, unless converted. If the Company issues at least $50 million worth of shares of a new series of preferred stock prior to maturity or closes a SPAC transaction (each a “Qualified Financing”), the outstanding principal and unpaid accrued interest will convert at 80% of the per share price of the new series of preferred stock or, in the case of a SPAC transaction, at 80% of the per share value attributed to the shares of the Company’s common stock as set forth in the Merger Agreement. Upon a Change of Control (other than a Qualified Financing), as defined in the Convertible Notes, the Company will repay purchasers in cash an amount equal to the outstanding principal and accrued interest plus a repayment premium equal to 100% of the outstanding principal amount of the notes. Debt issuance costs are recorded against the outstanding payable balance. These notes fully converted into New Origin common stock upon consummation of the business combination (see Note 4). Stockholder Note In November 2016, the Company received a $5 million prepayment from a stockholder for product from Origin 1 pursuant to an Offtake Agreement (see Note 10). The prepayment was to be credited against the purchase of products over the term of the Offtake Agreement. The prepayment was secured by a promissory note (the “Promissory Note”) to be repaid in cash in the event that the prepayment could not be credited against the purchase of product, for example, if Origin 1 was never constructed. The Promissory Note was collateralized substantially by Origin 1 and other assets of Origin Material Canada Pioneer Limited. In May 2019, the Company and stockholder amended the Offtake Agreement and Promissory Note. The amendment added accrued interest of $0.2 million to the principal balance of the prepayment and provided for the prepayment amount to be repaid in three annual installments rather than being applied against the purchase of product from Origin 1. The Promissory Note would bear interest at 3.50% per annum and be repaid in three installments of $2.2 million, $2.1 million, and $2.1 million (inclusive of accrued but unpaid interest) on December 20, 2024, December 19, 2025, and December 18, 2026, respectively, unless the Bridge Notes have not been converted or repaid by December 30, 2021, in which case the Promissory Note maturity date would be December 31, 2021. At June 30, 2021 and December 31, 2020, the total debt outstanding was $5.2 million. |
Other Liabilities, Long-Term And Related Party Other Liabilities, Long-Term |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Other Liabilities Disclosure [Abstract] | |||
Other liabilities, long-term and related party other liabilities, long-term |
Other Liabilities, Long-term In September 2019, the Company entered into a $5.0 million prepayment agreement for the purchase of products from Origin 2. The prepayment is to be made in two equal installments: the first $2.5 million was in October 2019 and the remaining $2.5 million is due within 30 days of the customer confirming that a sample from Origin 1 meets the customer’s specifications. The Company and customer agreed to work in good faith to execute an Offtake Agreement, the agreed terms of which are set forth in the prepayment agreement, whereby 100% of the prepayment will be applied against future purchases. The prepayment agreement provides the customer a capacity reservation of up to a specified annual volume of product from Origin 1 for a term of ten years, pursuant to the terms of an Offtake Agreement. At June 30, 2021 and December 31, 2020, the total amount outstanding on this agreement was $2.5 million. Related Party Other Liabilities, Long-term In November 2016, the Company received a $5 million prepayment from a stockholder for product from Origin 1 pursuant to an Offtake Agreement (see Note 10). The prepayment is to be credited against the purchase of products from Origin 1 over the term of the Offtake Agreement. Specifically, repayment is effected by applying a credit to product purchases each month over the first five years of operation of Origin 1 up to $7.5 million, which is equal to 150% of the prepayment amount. If product purchases are not sufficient to recover the advances, the application of the credit to purchases as payment of the advances will continue until fully repaid. The prepayment is secured by a note to be repaid in cash in the event the prepayment cannot be credited against the purchase of product, for example, if Origin 1 is never constructed. The note is collateralized substantially by Origin 1 and other assets of Origin Material Canada Pioneer Limited. If repaid in cash, the note bears an annual interest rate of the three-month London Interbank Offered Rate (LIBOR) plus 0.25% (0.38% at June 30, 2021) and matures five years from the commercial operation date of Origin 1. At June 30, 2021 and December 31, 2020 the total note principal outstanding was $5.1 million and accrued interest outstanding was $0.1 million. |
Earnout Liability |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Earnout Liability Disclosure [Abstract] | |||
Earnout Liability |
As additional consideration for the Merger, within ten (10) Business Days after the occurrence of a Triggering Event, Artius shall issue or cause to be issued to each Pre-Closing Origin Holder the number of shares of Artius Class A Common Stock equal to the product of (i) the number of shares of Company Common Stock, Company Series A Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock, and the net number of shares of Company Capital Stock that would be issuable in respect of Vested Company Options in the event such options were exercised (on a net exercise basis with respect to only the applicable exercise price, immediately prior to the Closing and settled in the applicable number of shares of Company Common Stock, rounded down to the nearest whole share) held by such Pre-Closing Origin Holder as of immediately prior to the Effective Time; and (ii) the Earnout Exchange Ratio (such issued shares of Artius Class A Common Stock, collectively, the “Earnout Shares”). Notwithstanding anything to the contrary herein, in no event shall Artius be required to issue more than 25,000,000 Earnout Shares in the aggregate. A Triggering Event is defined as the following: (a) a $15.00 Stock Price Level is reached during the three (3) year period following the Closing Date; (b) a $20.00 Stock Price Level is reached during the four (4) year period following the Closing Date; or (c) a $25.00 Stock Price Level is reached during the five (5) year period following the Closing Date. A Sponsor Letter Agreement was delivered in connection with the Merger such that 4,500,000 million of the shares held by Sponsor (“Sponsor Vesting Shares”) shall be subject forfeiture based on the same vesting requirements as the Earnout Shares. These shares shall not be transferred prior to the date in which they vest. Dividends and other distributions with respect to Sponsor Vesting Shares shall be set aside by Artius and shall be paid to the Sponsor upon the vesting of such Sponsor Vesting Shares. The Company evaluated the Earnout Liability under ASC
815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) change-in-control change-in-control |
Canadian Government Research and Development Program Liability |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Research and Development [Abstract] | |||
Canadian Government Research and Development Program Liability |
In April 2019, the Company entered into a contribution agreement related to the research and development and construction associated with the operation of Origin 1 in which the Company will participate in a Canadian government research and development program (the “R&D Agreement”). Pursuant to the R&D Agreement, the Company will receive funding for eligible expenditures through March 31, 2023 up to the lesser of approximately 22.14% of eligible costs and $23 million (in Canadian dollars). The funding will be repaid over 15 years after completion of Origin 1, commencing no sooner than the third fiscal year of consecutive revenues from a commercial plant, but no later than the fifth year following the earlier of (i) the year in which the Company completes construction of Origin 1 or (ii) March 2023. Repayment of the funding will be reduced by 50% if the Company begins construction before December 31, 2024 of one or more commercial plants that operate in Canada, with costs exceeding $500 million (in Canadian dollars), and the plants being constructed and operational within 30 months of the final investment decision, as defined in the R&D Agreement. Once begun, repayments will be paid annually by April of each year through March 31, 2037. Payments will be determined by a formula of the funded amount based on the fiscal year gross business revenue, as defined in the R&D Agreement. At June 30, 2021 and December 31, 2020, the Company recorded a liability for the amount received of $6.4 million and $6.2 million, respectively. |
Assumed Common Stock Warrants |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Assumed Common Stock Warrants [Abstract] | |||
Assumed common stock warrants |
As of June 30, 2021 there are 35,476,667 warrants outstanding. As part of Artius’s initial public offering, 24,150,000 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of Common Stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants will expire on June 25, 2026 at 5:00p.m., New York City time, or earlier upon redemption or liquidation. The Public Warrants are listed on the Nasdaq under the symbol “ORGNW”. The Company may redeem the Public Warrants when exercisable, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrant holder, and if, and only if, the reported last sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. Simultaneously with Artius’s initial public offering, Artius consummated a private placement of 11,326,667 Private Placement Warrants with the Sponsor. The Private Placement Warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants, except that: (1) the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until the earliest to occur of: (i) 365 days after the date of the Closing; (ii) the first day after the date on which the closing price of the Public Shares (or any successor securities thereto) equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Closing; or (iii) the date on which Artius completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Artius’s Public Shareholders having the right to exchange their Public Shares (or any successor securities thereto) for cash, securities or other property, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except if the reference value equals or exceeds $10.00 and is less than $18.00 (as described above), so long as they are held by the initial purchasers or their permitted transferees, and (3) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable under all redemption scenarios by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company concluded the Public Warrants and Private Placement Warrants, or Assumed Common Stock Warrants, meet the definition of a derivative under ASC 815 and are recorded as liabilities. Upon consummation of the Business Combination, the fair value of the Assumed Common Stock Warrants was recorded on the Condensed Consolidated Balance Sheet. The fair value of the Assumed Common Stock Warrants was remeasured on the June 30, 2021 Condensed Consolidated Balance Sheet at $69.2 million with a gain of $14.2 million recorded in the three months and six months ended Condensed Consolidated Statement of Operations. |
Stockholders' Equity |
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Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity |
As of June 30, 2021, 1,010,000,000 shares, $0.0001 par value per share are authorized, of which, 1,000,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as Preferred Stock. Common Stock Holders of the common stock are entitled to dividends when, as, and if, declared by the Board, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of June 30, 2021, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote. There were 136,746,470 and 70,266,925 shares of common stock outstanding as of June 30, 2021 and December 31, 2020, respectively . Stock option plan Prior to Business combination, the Company maintained its 2010 Stock Incentive Plan and 2020 Equity Incentive Plan, each as amended (together, the “Stock Plan”). Upon closing of the Business Combination, awards under the 2010 and 2020 Plan were converted at the Exchange Ratio and the 2021 Equity Incentive Plan was adopted and approved. As of June 30, 2021 there were 18,467,109 shares of common stock reserved under the Stock Option Plan. Under the Stock Plan, options must be issued at prices no less than the estimated fair value of the stock on the date of grant and are exercisable for a period not exceeding 10 years from the date of grant. Options granted to employees under the Stock Plan generally vest 25% one year from the vesting commencement date and 1/36th per month thereafter, although certain arrangements call for vesting over other periods. Options granted to nonemployees under the Stock Plan vest over periods determined by the Board (generally immediate to four years). The following tables summarize the activity under the Stock Plan:
During the quarter ended June 30, 2021, the Company did not grant any stock options. As of June 30, 2021 and December 31, 2020, there were 2,696,439 and 2,537,704 options, respectively, available for grant under the Stock Plan. As of June 30, 2021 and December 31, 2020 there were 3,729,763 and 2,150,941 exercisable options, respectively. The aggregate intrinsic value of options vested and expected to vest at June 30, 2021 is $58,811,532. The Company issued 2,920,732 of performance and market-based stock options during 2020. During the quarter ended March 31, 2021, the Company modified the vesting schedule of 529,119 of these performance and market based stock options such that vesting would be commence upon signing of the business combination. The Company entered into the Merger Agreement on February 16, 2021 resulting in the commencement of expense recognition related to these 529,119 options during the quarter ended March 31, 2021. For the remaining 2,391,613 performance and market-based stock options, expense commenced on the close date of the Merger, June 25, 2021, as that is the date when the performance condition was achieved. During the three months ended June 30, 2021 and 2020, stock compensation expense of $3.5 million and $0, respectively, was recognized in general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive income and loss. During the three months ended June 30, 2021 and 2020 stock compensation expense of $0.8 million and $0, respectively, was recognized in research and development expenses on the unaudited consolidated statements of operations and comprehensive income and loss. Total remaining compensation expense to be recognized under the Stock Plan is $8.0 million as of June 30, 2021 and will be amortized on a straight-line basis over the remaining vesting periods of approximately four years. |
Income Taxes |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Income Tax Disclosure [Abstract] | |||
Income Taxes |
The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. There is no provision for income taxes because the Company has incurred operating losses since inception. The Company’s effective income tax rate was 0% for the six months ended June 30, 2021 and 2020 and the realization of any deferred tax assets is not more likely than not. |
Commitments and Contingencies |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies |
Commitments In connection with the closing of the Business Combination, the Company entered into the Investor Rights Agreement on June 25, 2021 (the “Investor Rights Agreement”), pursuant to which the holders of Registrable Securities (as defined therein) became entitled to, among other things, customary registration rights, including demand, piggy-back and shelf registration rights. The Investor Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. On July 15, 2021, the Company registered the Registrable Securities for resale pursuant to a registration statement on Form S-1, as amended (File No. 333-257931) that became effective on July 30, 2021. The Company leases office space and research and development space in Sacramento, California under noncancelable lease agreements, that expire in October 2025. Rental expense was $0.1 million for the three months ended June 30, 2021 and 2020. In May 2018, the Company executed operating and maintenance agreements for certain services, to facilitate the development and thus bring Origin 1 to the condition necessary for its intended use, commencing in different periods between July 2018 and September 2019 , and all generally for five-year periods. The agreements are generally automatically extended for one-year periods thereafter. The agreements include annual fixed payments subject to escalation clauses at the beginning of each calendar year, as defined in the agreement. The minimum fixed payments are $0.4 million (in Canadian dollars) per year over the fixed term. Certain of the agreements include quantities that are based on volumes, as defined in the applicable agreements. The Company is also responsible for applicable taxes under these agreements. During the three months ended June 30, 2021 and 2020, the total amount capitalized into Property, Plant and Equipment, Net under the agreement was $0.1 million. In May 2019, the Company also concurrently executed a take-or-pay In May 2018, the Company entered into a joint development agreement (the “JDA”) with a stockholder to evaluate alternative uses for one of the Company’s products. The term of the JDA is the later of (i) three years from the JDA effective date and (ii) the final expected development program completion date as specified in the JDA. There were no expenses under this agreement for the three months ended June 30, 2021 or 2020. Patent licenses In July 2017, the Company entered into a patent license agreement for $0.1 million, which expires upon expiration of the last patent in December 2025. Under this agreement, the Company will pay minimum royalty payments of $5,000 per year and, if the Company develops and sells certain products based on the patent, up to a maximum of $25,000 per year. Certain products that Origin is currently developing and anticipates selling are expected to utilize these patents. In December 2016, the Company entered into a patent license agreement for $0.5 million, which expires upon expiration of the patent. Under this agreement, if the Company develops and sells specific products based on the patent, the Company would pay a royalty up to a cumulative $0.5 million from Origin 1, whereby no further payments will be due for any production at Origin 1. If production of those products occurs at subsequent facilities, the Company will pay an upfront license fee royalty and a variable royalty based on production at that subsequent facility, capped at an aggregate $10 million per facility. Certain products that the Company is currently developing and anticipates selling are expected to utilize these patents. No payments were made during the three months ended June 30, 2021 or 2020. In November 2016, the Company entered into a patent license agreement for $35,000, which expires upon expiration of the patent. Under this agreement, if the Company produces products based on the patent, the Company will pay an annual royalty upon commencement of operations on Origin 1 of $25,000 up to a cumulative $1 million. The pipeline of Company products and sales are not currently expected to be subject to this patent. No payments were made during the three months ended June 30, 2021 or 2020. In August 2015, the Company entered into a patent license agreement, which expires upon expiration of the patent. Under this agreement, if the Company develops and sells specific products based on the patent, the Company would pay a royalty up to $2 million per year and $10 million in the aggregate. Certain products that the Company is currently developing and anticipates selling are expected to utilize these patents. No payments were made during the three months ended June 30, 2021 or 2020. In June 2011, the Company entered into a nonexclusive patents license agreement, which expires upon expiration of the last patent to expire. Under this agreement, the Company pays a royalty of $5,000 annually and if the Company develops and sells specific products based on the patent, 0.4% of net sales. The pipeline of Company products and sales are not currently expected to be subject to this patent. Contingencies At times there may be claims and legal proceedings generally incidental to the normal course of business that are pending or threatened against the Company. Although the Company cannot predict the outcome of these matters when they arise, in the opinion of management, any liability arising from them will not have a material adverse effect on the consolidated financial position, results of operations, or liquidity of the Company. At June 30, 2021 and December 31, 2020, there were no claims or legal proceedings. |
Basic and Diluted Net Loss Per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Loss Per Share |
The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders, which excludes sponsor vesting shares which are legally outstanding, but subject to return to the Company. Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of the convertible preferred stock warrants, as applicable pursuant to the treasury stock method, and the convertible notes, as applicable pursuant to the if-converted method. The following table sets forth the computation of basic and diluted net income (loss) per share:
(1) Excludes weighted-average Sponsor Vesting Shares subject to return of 296,703 and 149,171 shares as of the three months and six months ended June 30, 2021, respectively. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. As of June 30, 2021, options for 1,481,531 shares of common stock, earnout shares for 25,000,000 shares of common stock, and Sponsor Vesting Shares for 4,500,000 shares of common stock were excluded from the table below because they are subject to performance conditions that were not achieved as of such date. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholder for the periods presented because including them would have been antidilutive:
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Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy Origin was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Artius was treated as the “acquired” company and Legacy Origin is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Origin issuing stock for the net assets of Artius, accompanied by a recapitalization. The net assets of Artius are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Origin was determined to be the accounting acquirer based on the following predominant factors:
The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Origin. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio (as defined below) established in the Business Combination. |
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Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination, valuation of convertible preferred stock warrants, and valuation of convertible preferred stock tranche liabilities, carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, stock-based compensation expense, among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. |
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Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of June 30, 2021, the interim condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity, the interim condensed consolidated statements of operations and comprehensive loss, and the interim condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021 and its results of operations and cash flows for the six months ended June 30, 2021 and 2020. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the six-month periods are also unaudited. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Legacy Origin’s audited financial statements and notes thereto for the year ended December 31, 2020 included the Company’s Form
8-K/A as filed with the SEC on July 1, 2021. |
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Principles of Consolidation | Principles of Consolidation The unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC and include the accounts of the Company and its wholly-owned subsidiaries, Micromidas Pioneer, LLC, Origin Materials Canada Holding Limited, Origin Materials Canada Polyesters Limited, Origin Material Canada Pioneer Limited, and Origin Materials Canada Research Limited. All intercompany accounts and transactions have been eliminated in consolidation. |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains its cash and cash equivalents accounts with a financial institution where, at times, deposits exceed federal insurance limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits. |
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Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an initial maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains such funds in cash deposits and money market accounts. Restricted cash consists of cash held in a control account as collateral for the Company’s credit card services, escrow services, and standby letter of credit. These restricted cash balances have been excluded from cash and cash equivalents balance and are included within other current assets in the condensed consolidated balance sheets based on the respective maturity dates. In October 2019, the Company entered into an escrow agreement for $1.3 million, whereby the funds would be used for construction and transportation services in connection with Origin 1. At June 30, 2021 and December 31, 2020, the escrow account had a balance of $0.3 million. In October 2018, the Company entered into a standby letter of credit, whereby the funds may be used for the completion of work, services, and improvements in connection with Origin 1. The standby letter of credit matures and automatically renews in October of each year. At June 30, 2021 and December 31, 2020, the standby letter of credit was $0.2 million. Cash, cash equivalents, and restricted cash consisted of the following (in thousands):
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Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under current accounting guidance prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (Level 1, Level 2, and Level 3). Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability and reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk) in a principal market. The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate, currency, or credit risks arising from its financial instruments. The fair value of debt approximates its carrying value based on prevailing market rates. The fair values of the assumed common stock warrants which are publicly traded are level 1 inputs. The fair value of the assumed common stock warrants which are not publicly traded are level 2 inputs. The earnout liability, derivative liability and redeemable convertible preferred stock warrant liability were estimated using Level 3 inputs. |
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Other Receivables | Other Receivables Other receivables consist of amounts due from foreign governmental entities related to the Canadian harmonized sales tax (HST) and goods and services tax (GST) for goods and services transacted in Canada. |
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AgriScience Grant | AgriScience Grant In January 2019, the Company entered into an agreement in which it will participate in the AgriScience Program Cluster Component grant through the Canadian Agricultural Partnership, whereby the Company will receive reimbursements for eligible expenditures up to approximately $2.7 million Canadian dollars through March 2022. Grants are received through reimbursements from the Canadian government and recognized, upon completion of scope of services on a quarterly basis. Grants are recognized as a reduction of property, plant, and equipment or expense based on the nature of the cost the grant is reimbursing. During the six months ended June 30, 2021 and 2020 the Company received $0.1 million and $0.1 million in grants, recorded in other income, net on the consolidated statements of operations and comprehensive loss. |
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Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. Existing useful lives range from to five years. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the lease term. Major additions and improvements are capitalized, while replacements, repairs, and maintenance that do not extend the life of an asset are charged to operations. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation or amortization are removed from the accounts. Construction in progress relates to costs capitalized in conjunction with major improvements that have not yet been placed in service, and accordingly are not currently being depreciated. The Company capitalizes interest cost incurred on funds used to construct property, plant and equipment. The estimated useful lives of assets are as follows:
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Intangible Assets | Intangible Assets Intangible assets are recorded at cost and are amortized using the straight-line method over the estimated useful lives of the respective assets, ranging from 7 to 15 years. The cost of servicing the Company’s patents is expensed as incurred. Upon retirement or sale, the cost of intangible assets is disposed of and the related accumulated amortization is removed from the accounts. |
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Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property, equipment, software and intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If indicators of impairment exist, management identifies the asset group which includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows. If the total of the expected undiscounted future net cash flows for the asset group is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. For the six months period ended June 30, 2021 and 2020, no impairment was identified. |
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Government Loans | Government Loans Government loans are classified as a noncurrent liability and recorded at amortized cost. Forgiveness of the balances due is recorded through earnings and occurs when there is confirmation from the governmental authority that the Company has complied with the conditions for forgiveness attached to the loan. |
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Debt Issuance Costs | Debt Issuance Costs The costs incurred in connection with the issuance of debt obligations, principally financing and legal costs, are capitalized. These costs are accreted over the term of the debt using the interest method. During the six months ended June 30, 2021 and 2020, accretion expense for debt issuance cost was $2.4 million and $0 million, respectively. |
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Redeemable Convertible Preferred Stock Warrants Liability | Redeemable Convertible Preferred Stock Warrants Liability Free-standing warrants issued by Legacy Origin for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the Business Combination, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as interest expense in the accompanying unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. As a result of the Business Combination, the Legacy Origin warrants each converted into a warrant to purchase shares of the Company’s Common Stock converted at the Exchange Ratio. The fair value of the warrants upon consummation of the Business Combination (see Note 4), as adjusted based on the price of the underlying Common Stock, was reclassified to additional
paid-in capital. |
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Assumed Common Stock Warrants Liability | Assumed Common Stock Warrants Liability The Company assumed 24,150,000 public warrants (the “Public Warrants”) and 11,326,667 private placement warrants (the “Private Placement Warrants”, and the Public Warrants together with the Private Placement Warrants, the “Assumed Common Stock Warrants”) upon the Business Combination, all of which were issued in connection with Artius’ non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. The Company evaluated the Assumed Common Stock Warrants under ASC
815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) |
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Earnout Liability | Earnout Liability The Company has recorded an earnout liability related to future contingent equity shares related to the Business Combination (Note 13). The Company recorded these instruments as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in earnings at each reporting date. |
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Research and Development Cost | Research and Development Cost Costs related to research and development are expensed as incurred. |
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Stock-Based Compensation | Stock-Based Compensation The Company has issued common stock options under two equity incentive plans. The Company estimates the calculated value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Assumptions used to value the equity instruments are as follows:
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Income Taxes | Income Taxes Deferred income taxes are determined using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the expected recognition of a deferred income tax asset is considered to be unlikely. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. |
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Functional Currency Translation | Functional Currency Translation The functional currency of the Company’s wholly-owned subsidiaries is the Canadian dollar, whereby their assets and liabilities are translated at
period-end exchange rates except for nonmonetary capital transactions and balances, which are translated at historical rates. All income and expense amounts of the Company are translated at average exchange rates for the respective period. Translation gains and losses are not included in determining net loss but are accumulated in a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included in the determination of net loss in the period in which they occur. These amounts are included in other income, net, of the unaudited consolidated statements of operations and comprehensive loss. |
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Comprehensive Loss | Comprehensive Loss The Company’s comprehensive income or loss consists of net income or loss and other comprehensive loss. Foreign currency translation gains and losses are included in the Company’s other comprehensive income or loss. |
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Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net loss per share calculation, the convertible preferred stock, common stock options, convertible preferred stock warrants, common stock warrants, convertible notes, earnout shares, and sponsor vesting shares are considered to be potentially dilutive securities. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the
two-class method required for participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. All series of the Company’s convertible preferred stock are considered to be participating securities because, in addition to cumulative dividends, all holders are entitled to receive a non-cumulative dividend on a pari passu basis in the event that a dividend is paid on the common stock. The two-class method requires loss available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all loss for the period had been distributed. The holders of the convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net loss is attributed entirely to common stockholders. Since the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. |
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Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform with the report classifications of the three months and six months ended June 30, 2021, noting the Company has reflected the reverse recapitalization pursuant to the Business Combination for all periods presented within the unaudited condensed consolidated balance sheets and condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity. |
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Segment Reporting | Segment Reporting The Company operates in a segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Co-Chief Executive Officers are the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. As of June 30, 2021 and December 31, 2020, the Company had $48.8 million and $45.4 million, respectively, of assets located outside of the United States. |
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Emerging Growth Company Status | Emerging Growth Company Status Following the closing of the Business Combination, the Company is an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the condensed consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. We will no longer qualify as an emerging growth company for Securities Act or Exchange Act reporting after December 31, 2021. |
Summary of Significant Accounting Policies (Tables) |
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Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Cash, Cash Equivalents, and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following (in thousands):
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Schedule of Estimated Useful Lives of Assets | The estimated useful lives of assets are as follows:
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Business Combination (Tables) |
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Element of the Net Proceeds of Business Combination | The following table summarizes the elements of the net proceeds from the Business Combination as of June 30, 2021 (in thousands):
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Summary of Number Shares of Common Stock Outstanding | The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination:
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Fair Value Measurement (Tables) |
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Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Assets And Liabilities Measured At Fair Value | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands):
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Summary of Key Assumptions for Determining Fair Value of Redeemable Convertible Preferred Stock Warrants | A summary of key assumptions in the BSM for determining the fair value of redeemable convertible preferred stock warrants include:
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Summary of Fair Value of Redeemable Convertible Preferred Stock Warrants Liability and Derivative Liability | The following table sets forth a summary of the activities of the Company’s redeemable convertible preferred stock warrant liability and derivative liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs:
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Property, Plant and Equipment (Tables) |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property Plant and Equipment | Property, plant, and equipment consisted of the following:
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Intangible Assets (Tables) |
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Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following:
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Stockholders' Equity (Tables) |
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Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Stock Option Activity | The following tables summarize the activity under the Stock Plan:
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Basic and Diluted Net Loss Per Share (Tables) |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of basic and diluted loss per ordinary share | The following table sets forth the computation of basic and diluted net income (loss) per share:
(1) Excludes weighted-average Sponsor Vesting Shares subject to return of 296,703 and 149,171 shares as of the three months and six months ended June 30, 2021, respectively. |
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Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholder for the periods presented because including them would have been antidilutive:
|
Risks and Liquidity - Additional Information (Detail) $ in Millions |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
| |
Risks And Liquidity [Abstract] | |
Proceeds for business combination | $ 471 |
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands |
Jun. 30, 2021 |
Dec. 31, 2020 |
Jun. 30, 2020 |
Dec. 31, 2019 |
---|---|---|---|---|
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 470,312 | $ 1,309 | ||
Restricted cash | 565 | 565 | ||
Total cash, cash equivalents, and restricted cash | $ 470,877 | $ 1,874 | $ 2,220 | $ 3,612 |
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Detail) |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Office Furniture | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Machinery and Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Minimum | Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 year |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Maximum | Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Jun. 25, 2021 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Dec. 31, 2020 |
|
Business Acquisition [Line Items] | ||||
Proceeds from divestiture of businesses and interests in affiliates | $ 385,400 | |||
Common stock, conversion basis | 1.00 Legacy Origin share for approximately 2.11 shares of New Origin | |||
Business combination, acquisition related costs | $ 36,700 | |||
Proceeds from sale of units, net of underwriting discounts paid | $ 55 | $ 1 | ||
Common stock shares issued | 136,748,470 | 70,266,925 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Number of vesting shares | 4,500,000 | |||
PIPE Investors [Member] | ||||
Business Acquisition [Line Items] | ||||
Issue of common stocks, Initial public offering | 20,000,000 | |||
Proceeds from sale of units, net of underwriting discounts paid | $ 200,000 | |||
Subscription Shares [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock shares issued | 4,300,001 | |||
Common stock, par value | $ 0.0001 | |||
Share price | $ 10.00 |
Business Combination - Summary of Element of the Net Proceeds of Business Combination (Detail) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
| |
Business Acquisition [Line Items] | |
Cash—Trust Account (net of redemptions of $439 million) | $ 260,448 |
Cash | 60 |
Cash—PIPE & Backstop Financing | 243,000 |
Non-cash net assets assumed from Artius | 40 |
Less: Fair value of assumed common stock warrants | (83,370) |
Less: Underwriting fees and other issuance costs paid prior to June 30, 2021 | (34,773) |
Additional Paid-in-Capital from Business Combination, net of issuance costs paid | 385,405 |
Less: Non-cash net assets assumed from Artius | (40) |
Add: Non-cash fair value of assumed common stock warrants | 83,370 |
Add: Other issuance costs included in accounts payable and accrued liabilities | 761 |
Less: Accrued liabilities extinguished through proceeds from Business Combination | (1,966) |
Cash proceeds from the Business Combination | $ 467,530 |
Business Combination - Summary of Element of the Net Proceeds of Business Combination (Parenthetical) (Detail) $ in Millions |
Jun. 30, 2021
USD ($)
|
---|---|
Business Combinations [Abstract] | |
Assets Held-in-trust | $ 439 |
Business Combination - Summary of Number Shares of Common Stock Outstanding (Parenthetical) (Detail) |
6 Months Ended |
---|---|
Jun. 30, 2021
shares
| |
Business Combinations [Abstract] | |
Number of vesting shares | 4,500,000 |
Fair Value Measurement - Summary of Key Assumptions for Determining Fair Value of Redeemable Convertible Preferred Stock Warrants (Detail) - Redeemable Convertible Preferred Stock Warrants |
Dec. 31, 2020 |
---|---|
Expected Life (Years) | |
Class of Warrant or Right [Line Items] | |
Fair value measurements inputs | 3.00 |
Risk-Free Interest Rate | |
Class of Warrant or Right [Line Items] | |
Fair value measurements inputs | 0.17 |
Expected Volatility | |
Class of Warrant or Right [Line Items] | |
Fair value measurements inputs | 70.00 |
Dividend Yield | |
Class of Warrant or Right [Line Items] | |
Fair value measurements inputs | 0 |
Fair Value Measurement - Summary of Fair Value of Redeemable Convertible Preferred Stock Warrants Liability and Derivative Liability (Detail) - USD ($) $ in Thousands |
3 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2021 |
Mar. 31, 2021 |
Jun. 30, 2020 |
Mar. 31, 2020 |
|
Derivative liability [Member] | ||||
Schedule Of Fair Value Of Redeemable Convertible Preferred Stock Warrants Liability And Derivative Liability [Line Items] | ||||
Beginning balance | $ 3,826 | $ 135 | $ 147 | |
Change in fair value | (3,826) | (12) | ||
Ending balance | 135 | |||
Redeemable Convertible Preferred Stock Warrants [Member] | ||||
Schedule Of Fair Value Of Redeemable Convertible Preferred Stock Warrants Liability And Derivative Liability [Line Items] | ||||
Beginning balance | $ 67,342 | 735 | ||
Change in fair value | (12,201) | 105 | ||
Reclassification to APIC upon recapitalization | $ (55,141) | |||
Ending balance | $ 67,342 | $ 840 | $ 735 |
Property, Plant and Equipment - Additional information (Detail) - USD ($) $ in Millions |
3 Months Ended | ||
---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Dec. 31, 2020 |
|
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 0.1 | $ 0.1 | |
Capitalized interest cost | 0.8 | $ 0.7 | |
Cumulative translation adjustment | $ 0.7 | $ 0.9 |
Intangible Assets - Schedule of Intangible Assets (Detail) - Micromidas, Inc. - USD ($) |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Finite-Lived Intangible Assets [Line Items] | ||
Patents | $ 442 | $ 430 |
Less accumulated amortization | (200) | (172) |
Intangible assets, net | $ 242 | $ 258 |
Intangible Assets - Additional Information (Detail) - Micromidas, Inc. - USD ($) |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
|
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets weighted average useful life | 9 years 10 months 13 days | ||
Amortization expense | $ 14,189 | $ 5,222 |
Consortium Agreement - Additional Information (Detail) - USD ($) |
3 Months Ended | |||
---|---|---|---|---|
Aug. 31, 2018 |
Dec. 31, 2016 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Pledged Financial Instruments, Not Separately Reported, Securities, by Type of Agreement [Abstract] | ||||
Company received amount from agreement | $ 500,000 | |||
Invested amount for research and development | $ 1,500,000 | |||
Other income | $ 0 | $ 100,000 |
Offtake Arrangements - Additional Information (Detail) - USD ($) $ in Millions |
12 Months Ended | |
---|---|---|
Dec. 31, 2020 |
Jun. 30, 2021 |
|
Deferred Compensation Arrangements [Abstract] | ||
Accrued interest | $ 10.7 | $ 10.8 |
Liquidated damages | $ 0.9 |
Debt - Additional Information (Detail) - USD ($) $ in Millions |
1 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Feb. 28, 2021 |
Jan. 31, 2021 |
Apr. 30, 2020 |
Nov. 30, 2019 |
May 31, 2019 |
Nov. 30, 2016 |
Jun. 30, 2021 |
Dec. 31, 2020 |
|
Unsecured Convertible Notes [Member] | ||||||||
Debt Disclosure [Line Items] | ||||||||
Debt instrument, interest rate | 8.00% | |||||||
Debt instrument, maturity date | Sep. 30, 2021 | |||||||
Debt conversion, converted instrument, amount | $ 50.0 | |||||||
Debt conversion, description | The Convertible Notes bear an annual interest rate of 8% and mature on September 30, 2021, unless converted. If the Company issues at least $50 million worth of shares of a new series of preferred stock prior to maturity or closes a SPAC transaction (each a “Qualified Financing”), the outstanding principal and unpaid accrued interest will convert at 80% of the per share price of the new series of preferred stock or, in the case of a SPAC transaction, at 80% of the per share value attributed to the shares of the Company’s common stock as set forth in the Merger Agreement. Upon a Change of Control (other than a Qualified Financing), as defined in the Convertible Notes, the Company will repay purchasers in cash an amount equal to the outstanding principal and accrued interest plus a repayment premium equal to 100% of the outstanding principal amount of the notes. | |||||||
Convertible notes | $ 10.0 | |||||||
Promissory Note [Member] | ||||||||
Debt Disclosure [Line Items] | ||||||||
Debt instrument, interest rate | 3.50% | |||||||
Debt instrument, maturity date | Dec. 31, 2021 | |||||||
Prepayment from stockholder | $ 5.0 | |||||||
Debt instrument, increase, accrued interest | $ 0.2 | |||||||
Long-term debt, maturity, December 20, 2024 | $ 2.2 | |||||||
Long-term debt, maturity, December 19, 2025 | 2.1 | |||||||
Long-term debt, maturity, December 18, 2026 | 2.1 | |||||||
Total debt outstanding | $ 5.2 | $ 5.2 | ||||||
Bridge Notes [Member] | ||||||||
Debt Disclosure [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 6.0 | |||||||
Line of credit facility, interest rate | 10.00% | |||||||
Debt instrument, maturity date | Sep. 30, 2021 | Mar. 31, 2021 | ||||||
Conversion percentage of outstanding principal and unpaid accrued interest | 70.00% | |||||||
Percentage of repay purchasers in cash amount during liquidation | 200.00% | |||||||
Bridge loan | $ 3.3 | |||||||
Debt conversion, converted instrument, amount | $ 50.0 | |||||||
Debt conversion, description | The amendment also added a SPAC transaction to the conversion provision such that the Bridge Notes convert if the Company issues at least $50 million of shares of a new series of preferred stock or closes a SPAC transaction (each a “Qualified Financing”) prior to maturity. In a Qualified Financing that is a preferred stock issuance, the notes convert at 70% of the cash price paid per share for the preferred shares. In a Qualified Financing that is a SPAC transaction, the notes convert at the lesser of (i) 70% of the per share value attributed to the shares of the Company’s common stock as set forth in the Merger Agreement or (ii) the per share value that would be attributed to the Company’s common stock assuming a pre-transaction valuation of the Company in connection with the SPAC transaction of $700 million. | |||||||
SPAC transaction | $ 700.0 | |||||||
Pay Check Protection Program [Member] | ||||||||
Debt Disclosure [Line Items] | ||||||||
Unsecured loan | $ 0.9 | |||||||
Debt instrument, term | 2 years | |||||||
Debt instrument, interest rate | 1.00% |
Canadian Government Research and Development Program Liability - Additional Information (Detail) - USD ($) $ in Millions |
1 Months Ended | ||
---|---|---|---|
Apr. 30, 2019 |
Jun. 30, 2021 |
Dec. 31, 2020 |
|
Schedule Of Research And Development Line Items [Line Items] | |||
Lesser eligible costs percentage | 22.14% | ||
Date of receive funding for eligible expenditures | Mar. 31, 2023 | ||
Lesser eligible costs | $ 23.0 | ||
Description of funding | The funding will be repaid over 15 years after completion of Origin 1, commencing no sooner than the third fiscal year of consecutive revenues from a commercial plant, but no later than the fifth year following the earlier of (i) the year in which the Company completes construction of Origin 1 or (ii) March 2023. Repayment of the funding will be reduced by 50% if the Company begins construction before December 31, 2024 of one or more commercial plants that operate in Canada, with costs exceeding $500 million (in Canadian dollars), and the plants being constructed and operational within 30 months of the final investment decision, as defined in the R&D Agreement. | ||
Commercial plants constructed and operational period | 30 months | ||
Funding liability | $ 6.4 | $ 6.2 | |
Minimum costs of commercial plants | $ 500.0 | ||
Funding repayment period | 15 years |
Stockholders' Equity - Summary of Stock Option Activity (Detail) - $ / shares |
3 Months Ended | 6 Months Ended | 12 Months Ended | |
---|---|---|---|---|
Jun. 30, 2021 |
Mar. 31, 2021 |
Jun. 30, 2021 |
Dec. 31, 2020 |
|
Share-based Payment Arrangement [Abstract] | ||||
Number of Shares, Outstanding beginning balance | 8,104,691 | 8,222,710 | 8,222,710 | |
Granted | 0 | 0 | ||
Exercised | 0 | (118,019) | ||
Forfeited / canceled | (158,735) | 0 | ||
Number of Shares, Outstanding ending balance | 7,945,956 | 8,104,691 | 7,945,956 | 8,222,710 |
Number of Shares, Vested and expected to vest | 7,346,541 | 7,346,541 | ||
Weighted Average Exercise Price Per share, Outstanding beginning balance | $ 0.19 | $ 0.19 | $ 0.19 | |
Granted | 0 | |||
Exercised | 0.46 | |||
Forfeited / canceled | 0.14 | 0 | ||
Weighted Average Exercise Price Per share, Outstanding ending balance | $ 0.19 | $ 0.19 | $ 0.19 | $ 0.19 |
Weighted Average Remaining Contractual Term, Outstanding | 7 years 9 months 10 days | 8 years 21 days | 8 years 3 months 18 days |
Income Taxes - Additional Information (Detail) |
6 Months Ended | |
---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 0.00% | 0.00% |
Commitments and Contingencies - Additional Information (Detail) |
1 Months Ended | 3 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
May 31, 2019 |
Jul. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Nov. 30, 2016
USD ($)
|
Aug. 31, 2015
USD ($)
|
Jun. 30, 2011
USD ($)
|
May 31, 2018
USD ($)
MMBTU
|
Jun. 30, 2021
USD ($)
|
Jun. 30, 2020
USD ($)
|
Dec. 31, 2020
USD ($)
|
|
Rental expense | $ 100,000 | $ 100,000 | ||||||||
Property, plant and equipment, net | 48,854,000 | $ 45,104,000 | ||||||||
License payment, royalty payment | 0 | |||||||||
Operating and Maintenance Agreement | ||||||||||
Agreement description | the Company executed operating and maintenance agreements for certain services, to facilitate the development and thus bring Origin 1 to the condition necessary for its intended use, commencing in different periods between July 2018 and September 2019, and all generally for five-year periods. The agreements are generally automatically extended for one-year periods thereafter. | |||||||||
Service agreement, periods | 5 years | |||||||||
Operating and maintenance agreements, automatic extension periods | 1 year | |||||||||
Property, plant and equipment, net | 100,000 | 100,000 | ||||||||
Operating and Maintenance Agreement | Minimum | ||||||||||
Operating and maintenance agreements, fixed payments per year | $ 400,000 | |||||||||
Take Or Pay Steam Supply Agreement | ||||||||||
Agreement description | the Company also concurrently executed a take-or-pay steam supply agreement commencing by October 1, 2019, through December 31, 2022, whereby the Company will receive up to 25% for the first year and 50% thereafter of the steam generated, up to 140,000 MMBtus per year. | |||||||||
Property, plant and equipment, net | 100,000 | 100,000 | ||||||||
Service agreement, percentage of steam receivable thereafter | 50.00% | |||||||||
Take Or Pay Steam Supply Agreement | Maximum | ||||||||||
Service agreement, percentage of steam receivable during first year | 25.00% | |||||||||
Service agreement, MMBtus per year generated | MMBTU | MMBTU | 140,000 | |||||||||
Joint Development Agreements | ||||||||||
Agreement description | the Company entered into a joint development agreement (the “JDA”) with a stockholder to evaluate alternative uses for one of the Company’s products. The term of the JDA is the later of (i) three years from the JDA effective date and (ii) the final expected development program completion date as specified in the JDA. | |||||||||
Service agreement, periods | 3 years | |||||||||
Property, plant and equipment, net | $ 0 | 0 | ||||||||
Patent License Agreement | ||||||||||
License agreement, description | the Company entered into a patent license agreement for $0.1 million, which expires upon expiration of the last patent in December 2025. | |||||||||
License agreement term | 2025-12 | |||||||||
License agreement amount | $ 100,000 | $ 500,000 | $ 35,000 | |||||||
Royalty payment per year | 5,000 | 25,000 | ||||||||
Royalty payment, cumulative amount | 500,000 | $ 10,000,000 | ||||||||
Upfront license fee royalty and a variable royalty, aggregate cap per facility | $ 10,000,000 | |||||||||
License payment, royalty payment | $ 0 | |||||||||
Patent License Agreement | Maximum | ||||||||||
Royalty payment per year | $ 25,000 | |||||||||
Royalty payment, cumulative amount | $ 1,000,000 | $ 2,000,000 | ||||||||
Nonexclusive Patents Llicense Agreement | ||||||||||
Royalty payment per year | $ 5,000 | |||||||||
Percentage of net sales Percentage | 0.40% |
Basic and Diluted Net Loss Per Share - Summary of Basic And Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|||
Numerator: | ||||||
Net income (loss) attributable to common stockholders—Basic | $ 62,531 | $ (1,693) | $ 8,960 | $ (3,663) | ||
Remeasurement of preferred stock warrant liability | (13,076) | |||||
Net income (loss) attributable to common stockholders—Diluted | $ 49,455 | $ (1,693) | $ 8,960 | $ (3,663) | ||
Denominator: | ||||||
Weighted-average common shares outstanding—Basic | [1] | 67,548,052 | 62,545,293 | 65,098,310 | 62,544,604 | |
Stock options | 5,831,260 | 5,876,446 | ||||
Warrants to purchase redeemable convertible preferred stock | 5,249,279 | |||||
Weighted-average common shares outstanding—Diluted | [1] | 78,628,591 | 62,545,293 | 70,974,743 | 62,544,604 | |
Net income (loss per share)—Basic | $ 0.93 | $ (0.03) | $ 0.14 | $ (0.06) | ||
Net income (loss per share)—Diluted | $ 0.63 | $ (0.03) | $ 0.13 | $ (0.06) | ||
|
Basic and Diluted Net Loss Per Share - Summary of Basic And Diluted Net Income (Loss) Per Share (Parenthetical) (Detail) - shares |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2021 |
Jun. 30, 2021 |
|
Earnings Per Share [Abstract] | ||
weighted-average Sponsor Vesting Shares subject to return | 296,703 | 149,171 |
Basic and Diluted Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation Of Earnings Per Share (Detail) - shares |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,981,176 | 1,981,176 | ||
Warrants to purchase common stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 35,476,667 | 35,476,667 | ||
Warrants to purchase redeemable convertible preferred stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,554,470 | 5,554,470 |
Basic and Diluted Net Loss Per Share - Additional Information (Detail) |
Jun. 30, 2021
USD ($)
shares
|
---|---|
Earnings Per Share [Abstract] | |
Options for Common stock outstanding | $ | $ 1,481,531 |
Sponsor vesting Shares of common stock outstanding | 4,500,000 |
Earnout shares of common stock outstanding | 25,000,000 |
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