PART II—RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III—NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Artius Acquisition Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”) by the prescribed due date for the reasons
described below.
On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued the
“Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”), which clarified guidance for all SPAC-related
companies regarding the accounting and reporting for their warrants. Following review of the SEC Statement, the Company reevaluated the accounting treatment of its public and private placement warrants as equity, and concluded that, based on the SEC
Statement, public and private placement warrants should be, and should previously have been, classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each
reporting period.
On May 3, 2021, the Company filed its Annual Report on Form 10-K/A
(Amendment No. 1) (the “2020 Form 10-K/A”) to amend its Annual Report on Form 10-K for the period ended December 31, 2020, originally
filed with the SEC on March 5, 2021, to revise its financial statements as of and for the periods ended July 16, 2020, September 30, 2020 and December 31, 2020. In connection with filing the 2020 Form 10-K/A, the Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the
Company’s disclosure controls and procedures were not effective.
Given the scope of the process for determining the appropriate
treatment of its public and private placement warrants in accordance with the SEC Statement, the Company was unable to complete and file the Q1 2021 Form 10-Q by the required due date of May 17, 2021
without unreasonable effort and expense. The Company is filing the Q1 2021 Form 10-Q concurrent with the filing of this Form 12b-25.