ARTS ACQU The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K/A. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K/A.
Overview
We are a special purpose acquisition company incorporated in the
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
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Recent Developments
On
Pursuant to the Merger Agreement, (i) the Company will domesticate from a
As a result of the Proposed Business Combination, each issued and outstanding Class A ordinary share and Class B ordinary share of the Company will convert into a share of Class A common stock of Origin ("Class A Common Stock"), and each issued and outstanding warrant to purchase Class A ordinary shares of the Company will be exercisable by its terms to purchase an equal number of shares of Class A Common Stock.
The aggregate stock consideration to be distributed to Micromidas's holders at the effective time of the Merger (the "Effective Time") is 78,213,000 shares of Class A Common Stock, which is subject to certain downward adjustments pursuant to the Merger Agreement. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Micromidas or the holders of any of Micromidas's securities:
(a) each share of Micromidas common stock ("Micromidas Common Stock"), series
A preferred stock ("Micromidas Series A Preferred Stock"), series B
preferred stock ("Micromidas Series B Preferred Stock") and series C
preferred stock ("Micromidas Series C Preferred Stock"), in each case
outstanding immediately prior to the Effective Time will be canceled and
converted into the right to receive a number of shares of Class A Common
Stock equal to the Common Exchange Ratio, Series A Exchange Ratio, Series
B Exchange Ratio and Series C Exchange Ratio, respectively, each as
defined in the Merger Agreement (subject to certain adjustments as
described in the Merger Agreement);
(b) any shares of Micromidas capital stock held in the treasury of Micromidas
or owned by the Company, Merger Sub or Micromidas immediately prior to
the Effective Time will be canceled without any conversion thereof and no
payment or distribution shall be made with respect thereto;
(c) each issued and outstanding share of common stock of Merger Sub will be
converted into and become one validly issued, fully paid and
non-assessable share of common stock of the surviving corporation in the
Merger; and
(d) each warrant to purchase Micromidas stock will terminate, be cancelled
and cease to exist and will be deemed to have been exercised immediately
prior to the closing of the Merger (the "Closing") and settled in the
applicable number of shares of Micromidas Series A Preferred Stock or
Micromidas Series B Preferred Stock, as applicable, rounded down to the
nearest whole share, and then treated in the manner described in (a),
above;
(e) each option to purchase Micromidas Common Stock that is outstanding under
Micromidas's 2010 Stock Incentive Plan and the 2020 Equity Incentive Plan
(the "Equity Incentive Plans") (each, a "Company Option") held by a
former employee or service provider of Micromidas, Inc. (each, a "Former
Employee Option") that is vested and outstanding immediately prior to the
Effective Time shall be deemed to have been exercised, on a net exercise
basis with respect to the applicable exercise price and any required
withholding or employment taxes thereon, immediately prior to the Closing
and settled in the applicable number of shares of Micromidas Common
Stock, rounded down to the nearest whole share, and treated in accordance
with clause (a) above. Each Former Employee Option that is
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unvested and outstanding immediately prior to the Effective Time shall be
automatically cancelled at the Closing without the payment of
consideration. From and after the Closing, except with respect to the
holder's right to receive Class A Common Stock, if any, the Former
Employee Option shall be cancelled and cease to be outstanding and the
holder shall cease to have any rights with respect thereto;
(f) each Company Option (other than a Former Employee Option), whether vested
or unvested, will be assumed by Artius and converted into an option to
purchase shares of Class A Common Stock (each, a "Converted Option")
equal to the product (rounded down to the nearest whole number) of
(a) the number of shares of Micromidas Common Stock subject to such
Company Option immediately prior to the Effective Time and (b) the Common
Exchange Ratio, at an exercise price per share (rounded up to the nearest
whole cent) equal to (i) the exercise price per share of such Company
Option immediately prior to the Effective Time divided by (ii) the Common
Exchange Ratio; provided, however, that the exercise price and the number
of shares of Class A Common Stock purchasable pursuant to such Converted
Options shall be determined in a manner consistent with the requirements
of Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code"); provided, further, however, that in the case of such Company
Option to which Section 422 of the Code applies, the exercise price and
the number of shares of Class A Common Stock purchasable pursuant to such
option shall be determined in accordance with the foregoing, subject to
such adjustments in a manner consistent with Treasury Regulation
Section 1.424-1, such that the Converted Option will not constitute a
modification of such Company Option for purposes of Section 409A or
Section 424 of the Code. Except as specifically provided above, following
the Effective Time, each Converted Option shall continue to be governed
by the same terms and conditions (including vesting and exercisability
terms) as were applicable to the corresponding former Company Option
immediately prior to the Effective Time. At or prior to the Effective
Time, the Company shall take any actions that are necessary to effectuate
the treatment of the Company Options pursuant to this paragraph.
As additional consideration for the Merger, after the Effective Time, Origin
will issue to certain holders of Micromidas's securities up to 25 million
additional shares of Class A Common Stock (the "Earnout Shares") as follows:
(i) one third of the Earnout Shares will be issued when the volume weighted
average price of Class A Common Stock ("VWAP") equals or exceeds
Under the Merger Agreement, the obligations of the parties to consummate the
transactions contemplated thereby are subject to the satisfaction or waiver of
certain customary closing conditions, including, the Company obtaining the
requisite approval of its shareholders, which the company expects to seek at a
special meeting of the Company. The Merger Agreement may be terminated at any
time prior to the Closing by mutual written consent of the Company and
Micromidas and, among other things, if the Proposed Business Combination has not
occurred by
Concurrently with the execution of the Merger Agreement, the Company entered into the following agreements:
• Subscription Agreements with certain qualified institutional buyers and
accredited investors (collectively, the "Investors"), pursuant to which,
among other things, the Investors agreed to subscribe for and purchase,
and the Company agreed to issue and sell to the Investors, an aggregate
of 20,000,000 newly issued shares of Class A Common Stock in connection
with the closing of the Proposed Business Combination for aggregate gross
proceeds of $200,000,000 (the "PIPE Placement");
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• A Sponsor Letter Agreement , pursuant to which the Sponsor agreed to,
among other things, (i) vote in favor of the Artius Stockholder Voting
Matters (as defined in the Merger Agreement), (ii) pay any excess of
Artius Transaction Expenses (as defined in the Merger Agreement) over the
Artius Transaction Expense Cap (as defined in the Sponsor Letter
Agreement), and (iii) subject 4,500,000 of its Class B ordinary shares to
certain vesting and forfeiture provisions pursuant to the Sponsor Letter
Agreement, as further described below under "Sponsor Letter Agreement".
• A Transaction Support Stockholder Support Agreement with Micromidas and
certain stockholders of Micromidas pursuant to which the parties agreed,
as promptly as practicable following the effectiveness of the proxy
statement/prospectus relating to the approval by Artius shareholders of
the Merger, to execute and deliver a written consent with respect to
certain securities of Micromidas adopting the Merger Agreement and
approving the Merger, delivered promptly, and in any event within one
business day after (i) the registration statement related to the Merger
is declared effective and (ii) the Company has requested such delivery.
The securities of Micromidas owned by its stockholders who are party to
the Company Transaction Stockholder Support Agreements and subject to
such the agreements are sufficient to approve the adoption of the Merger
Agreement.
• A Lock-up Agreement, pursuant to which the Sponsor, certain executive
officers and directors of Micromidas and certain existing stockholders of
Micromidas agreed to restrict, among other things, the transfer of
Company securities held by such holders immediately following the Closing
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 Class A Common Stock 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 the Company completes a liquidation, merger, capital stock
exchange, reorganization or other similar transaction after the Closing
date that results in all of the public stockholders of the Company having
the right to exchange their shares of Class A Common Stock for cash,
securities or other property.
Restatement and Revision of Previously Issued Financial Statements
This Management's Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement and revision of our Original Financial Statements. We are restating our historical financial results to reclassify our Warrants as derivative liabilities pursuant to ASC 815-40 rather than as a component of equity as we had previously treated the Warrants. The impact of the restatement is reflected in the Management's Discussion and Analysis of Financial Condition and Results of Operations below. Other than as disclosed in the Explanatory Note and with respect to the impact of the restatement, no other information in this Item 7 has been amended and this Item 7 does not reflect any events occurring after the Original Filing. The impact of the restatement is more fully described in Note 2 to our financial statements included in Item 15 of Part IV of this Amendment and Item 9A: Controls and Procedures, both contained herein.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues
to date. Our only activities from inception through
For the period from
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For the period from
Liquidity and Capital Resources
On
Following the Initial Public Offering, the exercise of the over-allotment option
in full and the sale of the Private Placement Warrants, a total of
For the period from
For the period from
At
At
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such
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loaned amounts out of the proceeds of the Trust Account released to us. In the
event that a Business Combination does not close, we may use a portion of the
working capital held outside the Trust Account to repay such loaned amounts, but
no proceeds from our Trust Account would be used for such repayment. Up to
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of the Sponsor a monthly fee of
The underwriters are entitled to a deferred fee of
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
Warrant Liability
We account for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
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Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of our balance sheet.
Net Loss Per Ordinary Share
We apply the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.
Recent Accounting Standards
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
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