IMPORTANT LEGAL INFORMATION
Additional Information and Where to Find It
This report
relates to a proposed transaction between Origin, Inc. doing business as Origin Materials (Origin) and Artius. This report does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the
transaction, Artius filed a registration statement on Form S-4 with the SEC on March 9, 2021, which includes a document that serves as a prospectus and proxy statement of Artius, referred to as a proxy statement/prospectus. The proxy
statement/prospectus will be sent to all Artius shareholders. Artius also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Artius are urged to read the
registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information
about the proposed transaction.
Investors and security holders may obtain free copies of the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the SEC by Artius through the website maintained by the SEC at www.sec.gov.
The
documents filed by Artius with the SEC also may be obtained free of charge at Artius website at: https://www.artiuscapital.com/acquisition or upon written request to 3 Columbus Circle, Suite 2215, New York, NY, 10019.
Participants in Solicitation
Artius and Origin and their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Artius shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and
information regarding their interests in the business combination is contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.
Cautionary Statement Forward-Looking Statements
This
report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Origin and Artius. These forward-looking statements generally are identified by the words
believe, project, expect, anticipate, estimate, intend, strategy, future, opportunity, plan, may, should,
will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are
based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not
limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Artius securities, (ii) the risk that the transaction may not be completed by Artius
business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Artius, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption
of the Agreement and Plan of Merger and Reorganization, by and among Artius, Zero Carbon Merger Sub Inc., and Origin, Inc. doing business as Origin, dated as of February 16, 2021, (as amended by the letter agreement dated March 5, 2021,
and as further amended or modified from time to time, the Merger Agreement) by the shareholders of Artius, the satisfaction of the minimum trust account amount following redemptions by Artius public shareholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the investments described above, (vi) the
occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Origins business relationships, operating
results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Origin and potential difficulties in Origin employee retention as a result of the transaction, (ix) the outcome of any
legal proceedings that may be instituted against Origin or against Artius related to the Merger Agreement or the proposed transaction, (x) the ability to maintain the listing of Artius securities on a national securities exchange,
(xi) the price of Artius securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Artius plans to operate or Origin operates, variations in operating performance
across competitors, changes in laws and regulations affecting Artius or Origins business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive industry. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the Risk Factors section of Artius Annual Report on Form 10-K, as it may be amended, the registration statement on Form S-4
discussed above, as it may be amended, and other documents filed by Artius from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Origin and Artius assume no obligation and
do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Origin nor Artius gives any assurance that either Origin or Artius, or the combined company, will
achieve its expectations.