Cover
Cover | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
AmendmentDescription | AMENDMENT NO. 1 TO FORM S-1 |
Entity Registrant Name | ORIGIN MATERIALS, INC. |
Entity Central Index Key | 0001802457 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and cash equivalents | $ 0 | $ 0 | |
Cash | 359,067 | 1,123,407 | |
Prepaid expenses | 241,813 | 220,867 | |
Total Current Assets | 600,880 | 1,344,274 | |
Marketable securities held in Trust Account | 724,779,404 | 724,716,476 | |
TOTAL ASSETS | 725,380,284 | 726,060,750 | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Accounts payable and accrued expenses | 168,614 | 220 | |
Total Current Liabilities | 168,614 | 220 | |
Warrant liability | 61,019,868 | 78,048,668 | |
Deferred underwriting fee payable | 25,357,500 | 25,357,500 | |
Total Liabilities | 86,545,982 | 103,406,388 | |
Commitments | |||
Shareholders' Equity | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-incapital | 14,689,698 | 30,869,475 | |
Accumulated deficit | (9,692,410) | (25,872,350) | |
Total Shareholders' Equity | 5,000,008 | 5,000,006 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 725,380,284 | 726,060,750 | |
Micromidas, Inc. | |||
Current assets | |||
Cash and cash equivalents | 8,872,007 | 1,309,183 | $ 3,047,208 |
Restricted cash | 564,520 | 564,520 | 564,520 |
Other receivables | 27,349 | 47,804 | 1,055,036 |
Grants receivable | 86,908 | ||
Prepaid expenses and other current assets | 146,601 | 144,699 | 197,458 |
Total Current Assets | 9,610,477 | 2,066,206 | 4,951,130 |
Property, plant, and equipment, net | 46,356,326 | 45,103,857 | 42,551,530 |
Intangible assets, net | 249,659 | 257,672 | 295,105 |
TOTAL ASSETS | 56,216,462 | 47,427,735 | 47,797,765 |
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Accounts payable | 2,731,027 | 2,700,463 | 1,497,950 |
Accrued expenses | 1,442,839 | 593,246 | 149,821 |
Derivative liability | 3,826,231 | 1,238,511 | 150,375 |
Stockholder convertible notes payable | 12,741,507 | 3,232,033 | 780,858 |
Total Current Liabilities | 20,741,604 | 7,764,253 | 2,579,004 |
PPP Loan | 905,838 | 905,838 | |
Canadian Government Research and Development Program Liability | 6,270,836 | 6,197,053 | 3,534,814 |
Redeemable convertible preferred stock warrants liability | 67,341,899 | 19,232,628 | 734,830 |
Stockholder note | 5,189,169 | 5,189,169 | 5,189,169 |
Related party other liabilities, long-term | 5,568,192 | 5,516,978 | 5,260,526 |
Other liabilities, long-term | 2,500,000 | 2,500,000 | 2,500,000 |
Total Liabilities | 108,517,538 | 47,305,919 | 19,798,343 |
Commitments | |||
Total redeemable convertible preferred stock | 95,982,863 | 95,982,863 | 95,982,863 |
Shareholders' Equity | |||
Common stock | 134 | 128 | 128 |
Additional paid-incapital | 3,324,197 | 2,642,600 | 1,011,278 |
Accumulated deficit | (152,458,837) | (98,888,188) | (68,585,340) |
Accumulated other comprehensive income | 850,567 | 384,413 | (409,507) |
Total Shareholders' Equity | (148,283,939) | (95,861,047) | (67,983,441) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 56,216,462 | 47,427,735 | 47,797,765 |
Class A ordinary shares | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Ordinary shares subject to possible redemption | 633,834,294 | 617,654,356 | |
Shareholders' Equity | |||
Common stock | 909 | 1,070 | |
Class B ordinary shares | |||
Shareholders' Equity | |||
Common stock | 1,811 | 1,811 | |
Redeemable Convertible Preferred Stock Series A | Micromidas, Inc. | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Ordinary shares subject to possible redemption | 31,477,562 | 31,477,562 | 31,477,562 |
Redeemable Convertible Preferred Stock Series B | Micromidas, Inc. | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Ordinary shares subject to possible redemption | 41,125,321 | 41,125,321 | 41,125,321 |
Redeemable Convertible Preferred Stock Series C | Micromidas, Inc. | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Ordinary shares subject to possible redemption | $ 23,379,980 | $ 23,379,980 | $ 23,379,980 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Micromidas, Inc. | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 33,000,000 | 33,000,000 | 33,000,000 |
Common stock, shares issued | 1,340,926 | 1,285,164 | 1,283,788 |
Common stock, shares outstanding | 1,340,926 | 1,285,164 | 1,283,788 |
Class A ordinary shares | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | |
Common stock, shares issued | 9,091,005 | 10,703,014 | |
Common stock, shares outstanding | 9,091,005 | 10,703,014 | |
Common stock, redemption value | 63,358,995 | 61,746,986 | |
Class B ordinary shares | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, shares issued | 18,112,500 | 18,112,500 | |
Common stock, shares outstanding | 18,112,500 | 18,112,500 | |
Redeemable Convertible Preferred Stock Series A | Micromidas, Inc. | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, shares authorized | 15,500,000 | 15,500,000 | 15,500,000 |
Temporary Equity, shares issued | 13,204,284 | 13,204,284 | 13,204,284 |
Common stock, redemption value | 13,204,284 | 13,204,284 | 13,204,284 |
Redeemable convertible preferred stock, redemption value | $ 35,959,227 | $ 35,959,227 | $ 35,959,227 |
Redeemable Convertible Preferred Stock Series B | Micromidas, Inc. | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, shares authorized | 7,000,000 | 7,000,000 | 7,000,000 |
Temporary Equity, shares issued | 6,275,704 | 6,275,704 | 6,275,704 |
Common stock, redemption value | 6,275,704 | 6,275,704 | 6,275,704 |
Redeemable convertible preferred stock, redemption value | $ 46,979,920 | $ 46,979,920 | $ 46,979,920 |
Redeemable Convertible Preferred Stock Series C | Micromidas, Inc. | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, shares authorized | 6,800,000 | 6,800,000 | 6,800,000 |
Temporary Equity, shares issued | 1,590,675 | 1,590,675 | 1,590,675 |
Common stock, redemption value | 1,590,675 | 1,590,675 | 1,590,675 |
Redeemable convertible preferred stock, redemption value | $ 23,499,996 | $ 23,499,996 | $ 23,499,996 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING EXPENSES | ||||||
Operating and formation costs | $ 9,069 | $ 911,788 | $ 3,028,992 | |||
Loss from operations | (9,069) | (911,788) | (3,028,992) | |||
Other income (loss): | ||||||
Interest earned on marketable securities held in Trust Account | 62,928 | 212,516 | ||||
Unrealized gain on marketable securities held in Trust Account | 3,960 | |||||
Change in fair value of warrant liability | 17,028,800 | (23,059,834) | ||||
Other income (loss) | (22,843,358) | |||||
Net income (loss) | $ (9,069) | 16,179,940 | $ (25,872,350) | |||
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
Basic and diluted net loss per ordinary share | $ (1.23) | |||||
Basic and diluted weighted average shares outstanding | 21,242,273 | |||||
Micromidas, Inc. | ||||||
OPERATING EXPENSES | ||||||
Research and development | 1,308,919 | $ 1,217,933 | $ 4,137,838 | $ 6,704,147 | ||
General and administrative | 3,948,123 | 598,906 | 6,563,179 | 3,706,333 | ||
Depreciation and amortization | 114,912 | 104,275 | 479,355 | 645,756 | ||
Loss from operations | (5,371,954) | (1,921,114) | (11,180,372) | (11,056,236) | ||
Other income (loss): | ||||||
Interest expense, net of capitalized interest | 279,441 | 62,999 | 341,639 | 51,589 | ||
Change in fair value of derivative liability | 391,252 | (2,669) | 1,088,136 | |||
Change in fair value of redeemable convertible preferred stock warrants liability | 48,109,271 | 18,497,798 | (10,287,616) | |||
Other income, net | (581,269) | (11,704) | (805,097) | (340,800) | ||
Other income (loss) | (48,198,695) | (48,626) | (19,122,476) | 10,576,827 | ||
Net income (loss) | (53,570,649) | (1,969,740) | (30,302,848) | (479,409) | ||
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
Foreign currency translation adjustment, net of tax | 466,154 | (3,199,571) | 793,920 | 1,746,949 | ||
Total comprehensive (loss) income | $ (53,104,495) | $ (5,169,311) | $ (29,508,928) | $ 1,267,540 | ||
Basic and diluted net loss per ordinary share | $ (39.51) | $ (1.53) | $ (23.58) | $ (0.37) | ||
Basic and diluted weighted average shares outstanding | 1,355,762 | 1,285,714 | 1,285,202 | 1,284,026 | ||
Common Stock Subject to Mandatory Redemption [Member] | ||||||
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
Basic and diluted net loss per ordinary share | $ 0 | |||||
Basic and diluted weighted average shares outstanding | 63,958,721 | |||||
Common Stock Subject to Mandatory Redemption [Member] | Class A ordinary shares | ||||||
Other income (loss): | ||||||
Interest earned on marketable securities held in Trust Account | $ 55,031 | $ 181,127 | ||||
Unrealized gain on marketable securities held in Trust Account | 0 | 3,375 | ||||
Net income (loss) | $ 55,031 | $ 184,502 | ||||
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
Basic and diluted net loss per ordinary share | $ 0 | $ 0 | $ 0 | |||
Basic and diluted weighted average shares outstanding | 61,746,986 | 63,958,721 | ||||
Non Redeemable Common Stock [Member] | ||||||
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
Basic and diluted net loss per ordinary share | $ 0 | $ 0.56 | ||||
Basic and diluted weighted average shares outstanding | 15,750,000 | 28,815,514 | ||||
Non Redeemable Common Stock [Member] | Class A ordinary shares | ||||||
Other income (loss): | ||||||
Net income (loss) | $ (9,069) | $ 16,179,940 | $ (25,872,350) | |||
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
Basic and diluted net loss per ordinary share | $ 0 | $ 0.56 | $ (1.23) | |||
Basic and diluted weighted average shares outstanding | 15,750,000 | 28,815,514 | 21,242,273 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Changes In Shareholders' Equity - USD ($) | Total | Micromidas, Inc. | Class A ordinary shares | Redeemable Convertible Preferred Stock Series AMicromidas, Inc. | Redeemable Convertible Preferred Stock Series BMicromidas, Inc. | Redeemable Convertible Preferred Stock Series CMicromidas, Inc. | Common StockMicromidas, Inc. | Common StockClass A ordinary shares | Common StockClass B ordinary shares | Additional Paid-in Capital | Additional Paid-in CapitalMicromidas, Inc. | Retained Earnings | Retained EarningsMicromidas, Inc. | AOCI Attributable to Parent [Member]Micromidas, Inc. |
Temporary equity, Balance at Dec. 31, 2018 | $ 31,477,562 | $ 41,125,321 | $ 23,379,980 | |||||||||||
Temporary equity, Balance, Shares at Dec. 31, 2018 | 13,204,284 | 6,275,704 | 1,590,675 | |||||||||||
Temporary equity, Balance at Dec. 31, 2019 | $ 31,477,562 | $ 41,125,321 | $ 23,379,980 | |||||||||||
Temporary equity, Balance, Shares at Dec. 31, 2019 | 13,204,284 | 6,275,704 | 1,590,675 | |||||||||||
Balance beginning at Dec. 31, 2018 | $ (69,297,462) | $ 128 | $ 964,797 | $ (2,156,456) | $ (68,105,931) | |||||||||
Balance beginning (Shares) at Dec. 31, 2018 | 1,282,588 | |||||||||||||
Common stock issued upon exercise of stock options | 2,716 | 2,716 | ||||||||||||
Common stock issued upon exercise of stock options, shares | 1,200 | |||||||||||||
Stock-based compensation | 43,765 | 43,765 | ||||||||||||
Net income (loss) | (479,409) | (479,409) | ||||||||||||
Other comprehensive income | 1,746,949 | 1,746,949 | ||||||||||||
Balance ending at Dec. 31, 2019 | (67,983,441) | $ 128 | 1,011,278 | (409,507) | (68,585,340) | |||||||||
Balance ending (Shares) at Dec. 31, 2019 | 1,283,788 | |||||||||||||
Temporary equity, Balance at Mar. 31, 2020 | $ 31,477,562 | $ 41,125,321 | $ 23,379,980 | |||||||||||
Temporary equity, Balance, Shares at Mar. 31, 2020 | 13,204,284 | 6,275,704 | 1,590,675 | |||||||||||
Common stock issued upon exercise of stock options | 1,073 | 1,073 | ||||||||||||
Common stock issued upon exercise of stock options, shares | 1,376 | |||||||||||||
Stock-based compensation | 9,026 | 9,026 | ||||||||||||
Net income (loss) | (1,969,740) | (1,969,740) | ||||||||||||
Other comprehensive income | (3,199,571) | (3,199,571) | ||||||||||||
Balance ending at Mar. 31, 2020 | $ 15,931 | (73,142,653) | $ 128 | $ 1,811 | $ 23,189 | 1,021,377 | $ (9,069) | (3,609,078) | (70,555,080) | |||||
Balance ending (Shares) at Mar. 31, 2020 | 1,285,164 | 18,112,500 | ||||||||||||
Temporary equity, Balance at Dec. 31, 2019 | $ 31,477,562 | $ 41,125,321 | $ 23,379,980 | |||||||||||
Temporary equity, Balance, Shares at Dec. 31, 2019 | 13,204,284 | 6,275,704 | 1,590,675 | |||||||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 617,654,356 | $ 31,477,562 | $ 41,125,321 | $ 23,379,980 | ||||||||||
Temporary equity, Balance, Shares at Dec. 31, 2020 | 61,746,986 | 13,204,284 | 6,275,704 | 1,590,675 | ||||||||||
Balance beginning at Dec. 31, 2019 | (67,983,441) | $ 128 | 1,011,278 | (409,507) | (68,585,340) | |||||||||
Balance beginning (Shares) at Dec. 31, 2019 | 1,283,788 | |||||||||||||
Common stock issued upon exercise of stock options | 1,073 | 1,073 | ||||||||||||
Common stock issued upon exercise of stock options, shares | 1,376 | |||||||||||||
Stock-based compensation | 1,630,249 | 1,630,249 | ||||||||||||
Net income (loss) | (30,302,848) | (30,302,848) | ||||||||||||
Other comprehensive income | 793,920 | 793,920 | ||||||||||||
Balance ending at Dec. 31, 2020 | 5,000,006 | (95,861,047) | $ 128 | $ 1,070 | $ 1,811 | 30,869,475 | 2,642,600 | (25,872,350) | 384,413 | (98,888,188) | ||||
Balance ending (Shares) at Dec. 31, 2020 | 1,285,164 | 10,703,014 | 18,112,500 | |||||||||||
Temporary equity, Balance at Mar. 31, 2020 | $ 31,477,562 | $ 41,125,321 | $ 23,379,980 | |||||||||||
Temporary equity, Balance, Shares at Mar. 31, 2020 | 13,204,284 | 6,275,704 | 1,590,675 | |||||||||||
Balance beginning at Jan. 24, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | |||||||||
Balance beginning (Shares) at Jan. 24, 2020 | 0 | 0 | ||||||||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 1,811 | 23,189 | |||||||||||
Issuance of Class B ordinary shares to Sponsor (Shares) | 18,112,500 | |||||||||||||
Net income (loss) | (9,069) | (9,069) | ||||||||||||
Balance ending at Mar. 31, 2020 | 15,931 | (73,142,653) | $ 128 | $ 1,811 | 23,189 | 1,021,377 | (9,069) | (3,609,078) | (70,555,080) | |||||
Balance ending (Shares) at Mar. 31, 2020 | 1,285,164 | 18,112,500 | ||||||||||||
Temporary equity, Balance at Sep. 30, 2020 | $ 638,639,487 | |||||||||||||
Balance beginning at Jan. 24, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | |||||||||
Balance beginning (Shares) at Jan. 24, 2020 | 0 | 0 | ||||||||||||
Net income (loss) | (4,887,218) | |||||||||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 617,654,356 | $ 31,477,562 | $ 41,125,321 | $ 23,379,980 | ||||||||||
Temporary equity, Balance, Shares at Dec. 31, 2020 | 61,746,986 | 13,204,284 | 6,275,704 | 1,590,675 | ||||||||||
Balance beginning at Jan. 24, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | |||||||||
Balance beginning (Shares) at Jan. 24, 2020 | 0 | 0 | ||||||||||||
Issuance of Class B ordinary shares to Sponsor | $ 25,000 | $ 0 | $ 1,811 | 23,189 | 0 | |||||||||
Issuance of Class B ordinary shares to Sponsor (Shares) | 72,450,000 | 0 | 18,112,500 | |||||||||||
Sale of 72,450,000 Units, net of underwriting discounts and offering costs | $ 703,483,301 | $ 7,245 | $ 0 | 703,483,301 | 0 | |||||||||
Sale of 72,450,000 Units, net of underwriting discounts and offering costs (Shares) | 72,450,000 | 0 | ||||||||||||
Initial classification of warrant liability | (54,988,834) | (54,988,834) | ||||||||||||
Change in value of ordinary share subject to redemption | (617,654,356) | $ (6,175) | $ 0 | (617,648,181) | 0 | |||||||||
Change in value of ordinary share subject to redemption (Shares) | (61,746,986) | 0 | ||||||||||||
Net income (loss) | (25,872,350) | $ 0 | 0 | (25,872,350) | ||||||||||
Balance ending at Dec. 31, 2020 | 5,000,006 | (95,861,047) | $ 128 | $ 1,070 | $ 1,811 | 30,869,475 | 2,642,600 | (25,872,350) | 384,413 | (98,888,188) | ||||
Balance ending (Shares) at Dec. 31, 2020 | 1,285,164 | 10,703,014 | 18,112,500 | |||||||||||
Temporary equity, Balance at Mar. 31, 2021 | $ 633,834,294 | $ 31,477,562 | $ 41,125,321 | $ 23,379,980 | ||||||||||
Temporary equity, Balance, Shares at Mar. 31, 2021 | 63,358,995 | 13,204,284 | 6,275,704 | 1,590,675 | ||||||||||
Common stock issued upon exercise of stock options | 54,622 | $ 6 | 54,616 | |||||||||||
Common stock issued upon exercise of stock options, shares | 55,762 | |||||||||||||
Stock-based compensation | 626,981 | 626,981 | ||||||||||||
Change in value of ordinary share subject to redemption | 16,179,938 | $ 161 | 16,179,777 | |||||||||||
Change in value of ordinary share subject to redemption (Shares) | (1,612,009) | |||||||||||||
Net income (loss) | 16,179,940 | (53,570,649) | 16,179,940 | (53,570,649) | ||||||||||
Other comprehensive income | 466,154 | 466,154 | ||||||||||||
Balance ending at Mar. 31, 2021 | $ 5,000,008 | $ (148,283,939) | $ 134 | $ 909 | $ 1,811 | $ 14,869,698 | $ 3,324,197 | $ (9,692,410) | $ 850,567 | $ (152,458,837) | ||||
Balance ending (Shares) at Mar. 31, 2021 | 1,340,926 | 9,091,005 | 18,112,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Changes In Shareholders' Equity (Parenthetical) | 11 Months Ended |
Dec. 31, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Net of underwriting discounts and offering costs | 72,450,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows - USD ($) | 2 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||||
Net income (loss) | $ (9,069) | $ 16,179,940 | $ (25,872,350) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Interest earned on marketable securities held in Trust Account | (62,928) | (212,516) | ||||
Change in fair value of redeemable convertible preferred stock warrants liability | (17,028,800) | 23,059,834 | ||||
Non-cash compensation expense related to private placement warrants | 566,333 | |||||
Allocation of initial public offering proceeds to derivative liability | 2,121,032 | |||||
Unrealized gain on marketable securities held in Trust Account | (3,960) | |||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | (20,946) | (220,867) | ||||
Accrued expenses | 9,069 | 168,394 | 220 | |||
Net cash used in operating activities | (764,340) | (562,274) | ||||
Cash flows from investing activities | ||||||
Investment of cash in Trust Account | (724,500,000) | |||||
Net cash used in investing activities | (724,500,000) | |||||
Cash flows from financing activities | ||||||
Issuance of common stock | 710,010,000 | |||||
Proceeds from sale of Private Placement Warrants | 16,990,000 | |||||
Proceeds from promissory note - related party | 76,500 | 215,215 | ||||
Repayment of promissory note - related party | (215,215) | |||||
Payment of offering costs | (76,500) | (814,319) | ||||
Net cash from financing activities | 726,185,681 | |||||
Net Change in Cash | (764,340) | 1,123,407 | ||||
Cash - Beginning | 1,123,407 | |||||
Cash - Ending | 359,067 | 1,123,407 | $ 1,123,407 | |||
Non-Cash Investing and Financing Activities: | ||||||
Initial classification of Class A ordinary shares subject to possible redemption redemption | 640,817,776 | |||||
Change in value of Class A ordinary shares subject to possible redemption | 16,179,938 | (23,163,420) | ||||
Deferred underwriting fee payable | 25,357,500 | 25,357,500 | ||||
Initial classification of warrant liability | 54,988,834 | |||||
Change in value of warrant liability | (17,028,800) | 23,059,834 | ||||
Deferred offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares | 25,000 | 25,000 | ||||
Deferred offering costs included in accrued offering costs | 381,329 | |||||
Micromidas, Inc. | ||||||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | (53,570,649) | $ (1,969,740) | (30,302,848) | $ (479,409) | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Depreciation and amortization | 114,912 | 104,275 | 479,355 | 645,756 | ||
Stock-based compensation | 626,981 | 9,026 | 1,630,249 | 43,765 | ||
Amortization of debt issuance costs | 4,931 | 120,356 | 90,267 | 30,089 | ||
Accretion of debt discount | 14,087 | 20,160 | 100,700 | 21,500 | ||
Change in fair value of derivative liability | 391,252 | (2,669) | 1,088,136 | |||
Change in fair value of redeemable convertible preferred stock warrants liability | 48,109,271 | 18,497,798 | (10,287,616) | |||
Changes in operating assets and liabilities: | ||||||
Other receivables | 20,455 | 993,207 | 1,007,232 | (427,650) | ||
Grants receivable | 7,077 | 86,908 | 48,045 | |||
Prepaid expenses and other current assets | (1,902) | (11,406) | 52,759 | 249,653 | ||
Accounts payable | 30,564 | (310,418) | 1,202,513 | 192,185 | ||
Accrued expenses and related party, other liabilities | 900,807 | 238,932 | ||||
Accrued expenses | 605,231 | 2,635,794 | ||||
Net cash used in operating activities | (3,359,291) | (801,200) | (5,461,700) | (7,327,888) | ||
Cash flows from investing activities | ||||||
Purchases of property, plant, and equipment, net of grants | (741,310) | (295,617) | (1,785,824) | (6,916,782) | ||
Capitalized interest on plant construction | (51,776) | (105,085) | (268,043) | (233,012) | ||
Net cash used in investing activities | (793,086) | (400,702) | (2,053,867) | (7,149,794) | ||
Cash flows from financing activities | ||||||
Proceeds from notes payable, net of debt issuance costs of $120,356 | 11,686,923 | 3,166,046 | 879,644 | |||
Proceeds from Canadian Government Research and Development Program | 883,461 | 73,783 | 883,461 | 2,662,239 | 2,662,239 | 3,534,814 |
Issuance of common stock | 54,622 | 1,073 | 1,073 | 2,716 | ||
Net cash from financing activities | 11,815,328 | 884,534 | 5,829,358 | 4,417,174 | ||
EFFECT ON EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (100,127) | 241,520 | (51,816) | 425,221 | ||
Cash - Beginning | 1,309,183 | 3,047,208 | 3,047,208 | |||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 7,562,824 | (75,848) | (1,738,025) | (9,635,287) | ||
Cash - Ending | 8,872,007 | 1,309,183 | 1,309,183 | 3,047,208 | ||
Cash and cash equivalents, and restricted cash, beginning of the period | 1,873,703 | 3,611,728 | 3,611,728 | 13,247,015 | ||
Non-Cash Investing and Financing Activities: | ||||||
Change in value of warrant liability | 48,109,271 | 18,497,798 | (10,287,616) | |||
Cash and cash equivalents, and restricted cash, end of the period | $ 3,535,880 | 9,436,527 | $ 3,535,880 | $ 1,873,703 | $ 1,873,703 | $ 3,611,728 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||
Debt discount related to derivative liability | $ 2,196,468 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Cash Flows (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Micromidas, Inc. | ||||
Debt issuance costs | $ 19,724 | $ 19,724 | $ 120,356 | $ 120,356 |
DESCRIPTION OF OPERATIONS
DESCRIPTION OF OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Artius Acquisition Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has one subsidiary, Zero Carbon Merger Sub, Inc., a direct wholly owned subsidiary incorporated in Delaware on February 11, 2021. Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on technology enabled businesses that directly or indirectly offer specific technology solutions, broader technology software and services, or financial and transactional services to companies of all sizes. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 24, 2020 (inception) through March 31, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statements for the Company’s Initial Public Offering became effective on July 13, 2020. On July 16, 2020, the Company consummated the Initial Public Offering of 72,450,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 9,450,000 Units, at $10.00 per Unit, generating gross proceeds of $724,500,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,326,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Artius Acquisition Partners LLC (the “Sponsor”), generating gross proceeds of $16,990,000, which is described in Note 4. Transaction costs amounted to $40,686,819, consisting of $14,490,000 of underwriting fees, $25,357,500 of deferred underwriting fees and $839,319 of other offering costs. Following the closing of the Initial Public Offering on July 16, 2020, an amount of $724,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. So long as the Company obtains and maintains a listing for its securities on Nasdaq, the Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the Company’s initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, provided that the Company shall not redeem shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have until July 16, 2022 (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At March 31, 2021, we have $359,067 in our operating bank accounts, $725,779,404 in cash and marketable securities held in the Trust Account, to be used if the Proposed Business Combination (or an alternative initial business combination transaction) is consummated to redeem the Public Shares with respect to which Artius stockholders have properly exercised their redemption rights, to pay certain expenses in connection with such business combination transaction and the Artius IPO and thereafter for general corporate purposes, and working capital of $432,266. If the Proposed Business Combination is not consummated, the Company will use the funds not held in the Trust Account to identify and evaluate alternative prospective acquisition candidates, perform due diligence on alternative prospective target businesses, pay related costs and expenses, select an alternative target company to acquire, and negotiate and consummate an initial business combination transaction. If the Proposed Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Proposed Business Combination (or an alternative initial business combination transaction) is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Artius Acquisition Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on technology enabled businesses that directly or indirectly offer specific technology solutions, broader technology software and services, or financial and transactional services to companies of all sizes. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from January 24, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statements for the Company’s Initial Public Offering became effective on July 13, 2020. On July 16, 2020, the Company consummated the Initial Public Offering of 72,450,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 9,450,000 Units, at $10.00 per Unit, generating gross proceeds of $724,500,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,326,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Artius Acquisition Partners LLC (the “Sponsor”), generating gross proceeds of $16,990,000, which is described in Note 6. Transaction costs amounted to $40,686,819, consisting of $14,490,000 of underwriting fees, $25,357,500 of deferred underwriting fees and $839,319 of other offering costs. Following the closing of the Initial Public Offering on July 16, 2020, an amount of $724,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. So long as the Company obtains and maintains a listing for its securities on Nasdaq, the Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the Company’s initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, provided that the Company shall not redeem shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have until July 16, 2022 (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Micromidas, Inc. | ||
DESCRIPTION OF OPERATIONS | NOTE 1 – DESCRIPTION OF OPERATIONS Operations Micromidas, Inc. dba Origin Materials, (Micromidas, or the Company) is a Delaware corporation incorporated in November 2008. 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 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. Pending Business Combination On February 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Artius Acquisition Inc., a Cayman Islands exempted company (“Artius”), and Zero Carbon Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Artius (“Merger Sub”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by Artius’ stockholders and Micromidas’ stockholders, Merger Sub will be merged with and into Micromidas (the “Merger”), with Micromidas surviving the Merger as a wholly-owned subsidiary of Artius. At the effective time of the Merger (the “Effective Time”): (a) each share of Micromidas capital stock outstanding immediately prior to the Effective Time (including shares of Micromidas common stock issuable prior to the closing of the Merger (the “Closing”) upon termination of warrants and stock options held by former employees and service providers of the Company) will be converted solely into the right to receive a number of Artius common stock equal to the applicable exchange ratios described in the Merger Agreement, and (b) each other Micromidas option, whether vested or unvested, will be assumed by Artius and converted into an option to purchase shares of Artius common stock based on the exchange ratio applicable to shares of Micromidas common stock. Under the exchange ratio formula in the Merger Agreement, following the Closing, the former Micromidas security holders immediately before the Merger are expected to own approximately 42% (on a fully diluted basis) of the aggregate number of the outstanding securities of Artius, and the securityholders of Artius immediately before the Merger are expected to own approximately 47% (on a fully diluted basis) of the aggregate number of the outstanding securities of Artius, subject to certain assumptions and subject to adjustment pre-closing Liquidity and Capital Resources The Company has incurred losses since its inception, has a working capital deficit of $11,131,127, and has an accumulated deficit at March 31, 2021 of $152,458,837. As of March 31, 2021, the Company had $18,836,514 of outstanding indebtedness which includes stockholder convertible notes payable, PPP loan, and stockholder note. During the 12 months ended December 31, 2020, the Company received $550,000 from the admission of an additional member to the consortium agreement (see Note 6), $2,662,239 from the Canadian government under several different grant programs and $2,260,208 from the issuance of convertible bridge notes and $905,838 from a Payroll Protection Program loan (“PPP loan”). In February of 2021 the Company issued $10,000,000 of new, unsecured convertible notes (the “Convertible Notes”) (see Note 8). The Company also received an additional $1,706,649 from the Bridge Notes originally entered into in November 2019 (see Note 8). The Company has used debt proceeds principally to fund general operations and capital projects. The Company issued $10,000,000 in convertible notes in February 2021 (see Note 8). The Company’s plan is to seek additional funding through the completion of the Merger, which is subject to approval of the stockholders of both companies, and other customary closing conditions. Based on progress through the customary closing conditions there is not substantial doubt of continuing as a going concern and is operating the Company in anticipation that the transaction will be consummated. However, if the Company does not complete the Merger, the Company would need to find additional sources of liquidity to meet its anticipated obligations over the next year. COVID-19 In March 2020, the COVID-19 COVID-19 As a response to the COVID-19 The Company considered the emergence and pervasive economic impact of the COVID-19 COVID-19 COVID-19. COVID-19 COVID-19 | NOTE 1 – DESCRIPTION OF OPERATIONS Operations low-carbon 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. Pending Business Combination Under the exchange ratio formula in the Merger Agreement, following the Closing, the former Micromidas security holders immediately before the Merger are expected to own approximately 42% (on a fully diluted basis) of the aggregate number of the outstanding securities of Artius, and the securityholders of Artius immediately before the Merger are expected to own approximately 47% (on a fully diluted basis) of the aggregate number of the outstanding securities of Artius, subject to certain assumptions and subject to adjustment pre-closing Liquidity and Capital Resources – The Company’s plan is to seek additional funding through the completion of the Merger, which is subject to approval of the stockholders of both companies, and other customary closing conditions. The Company issued $10,000,000 in convertible notes in February 2021 (see Note 16). If the Company does not complete the Merger, the Company has sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements, however, this would involve slowing spending on Origin 1 and thus delaying completion of Origin 1 until additional capital was secured. Management has determined that the issuance of the convertible notes are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Merger or one year from the date of issuance of these financial statements. COVID-19 COVID-19 COVID-19 As a response to the COVID-19 The Company considered the emergence and pervasive economic impact of the COVID-19 COVID-19 COVID-19. COVID-19 COVID-19 |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of July 13, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on July 16, 2020, September 30, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash. As Previously Adjustments As Restated Balance sheet as of July 16, 2020 (audited) Warrant Liability $ — $ 54,988,834 $ 54,988,834 Class A Common Stock Subject to Possible Redemption 695,806,610 (54,988,834 ) 640,817,776 Class A Common Stock 287 550 837 Additional Paid-in Capital 5,019,473 2,686,814 7,706,287 Accumulated Deficit (21,169 ) (2,687,365 ) (2,708,534 ) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 57,117,434 $ 57,117,434 Class A Common Stock Subject to Possible Redemption 695,756,921 (57,117,434 ) 638,639,487 Class A Common Stock 288 571 859 Additional Paid-in Capital 5,069,161 4,815,393 9,884,554 Accumulated Deficit (71,254 ) (4,815,964 ) (4,887,218 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 78,048,668 $ 78,048,668 Class A Common Stock Subject to Possible Redemption 695,703,020 (78,048,664 ) 617,654,356 Common Stock 290 780 1,070 Additional Paid-in Capital 5,123,060 25,746,415 30,869,475 Accumulated Deficit (125,151 ) (25,747,199 ) (25,872,350 ) Stockholders’ Equity 5,000,010 (4 ) 5,000,006 Statement of Operations for the Period from January 24, 2020 (inception) to September 30, 2020 (unaudited) Formation and operational costs (149,341 ) (2,687,365 ) (2,836,706 ) Change in fair value of warrant liability $ — $ (2,128,600 ) $ (2,128,600 ) Net loss (71,254 ) (4,815,964 ) (4,887,218 ) Weighted average shares outstanding, Common stock subject to possible redemption 64,081,778 Basic and diluted net income per share, Common stock subject to possible redemption — 0.00 Weighted average shares outstanding, Common stock 17,406,749 1,741,313 19,148,062 Basic and diluted net loss per share, Common stock (0.01 ) (0.12 ) (0.13 ) Statement of Operations for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) Formation and operational costs (341,627 ) (2,687,365 ) (3,028,992 ) Change in fair value of warrant liability $ — $ (23,059,834 ) $ (23,059,834 ) Net loss (125,151 ) (25,747,199 ) (25,872,350 ) Weighted average shares outstanding, Common stock subject to possible redemption 63,958,721 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 Weighted average shares outstanding, Common stock 18,400,891 2,841,382 21,242,273 Basic and diluted net loss per share, Common stock (0.02 ) (1.21 ) (1.23 ) Cash Flow Statement for the Period from January 24, 2020 (inception) to September 30, 2020 (unaudited) Net loss (71,254 ) (4,815,964 ) (4,887,218 ) Non-cash compensation expense related to private placement warrants — 566,333 566,333 Allocation of initial public offering costs to derivative liability — 2,121,032 2,121,032 Change in fair value of warrant liability — 2,128,600 2,128,600 Initial classification of warrant liability — 54,988,834 54,988,834 Initial classification of common stock subject to possible redemption 695,806,610 (54,988,834 ) 640,817,776 Change in value of common stock subject to possible redemption (49,689 ) (2,128,600 ) (2,178,289 ) Cash Flow Statement for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) Net loss $ (125,151 ) $ (25,747,199 ) $ (25,872,350 ) Non-cash compensation expense related to private placement warrants — 566,333 566,333 Allocation of initial public offering costs to derivative liability — 2,121,032 2,121,032 Change in fair value of warrant liability — 23,059,834 23,059,834 Initial classification of warrant liability — 54,988,834 54,988,834 Initial classification of common stock subject to possible redemption 695,806,610 (54,988,834 ) 640,817,776 Change in value of common stock subject to possible redemption (103,590 ) (23,059,830 ) (23,163,420 ) | |
Micromidas, Inc. | ||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has restated its audited consolidated financial statements as of and for the periods ended December 31, 2020 and December 31, 2019 to correct misstatements associated with the Company’s accounting and presentation for all classes of redeemable convertible preferred stock and for additional paid-in-capital. paid-in-capital. paid-in-capital The impact of the restatement is reflected throughout the remaining footnotes and adjustments reflected in the tables below did not have any impact on the Company’s consolidated statements of operations and comprehensive income (loss) or consolidated statements of cash flows for any period previously presented. The following tables summarize the adjustments to the specific line items presented in the Company’s consolidated financial statements: December 31, (As previously Effect of December 31, (As restated) Consolidated balance sheet as of December 31, 2020 Redeemable convertible preferred stock, Series A, $0.0001 par value, 15,500,000 shares authorized; 13,204,284 issued and outstanding, redemption value of $35,959,227 as of March 31, 2021 and December 31, 2020, respectively $ 1,320 $ 31,476,242 $ 31,477,562 Redeemable convertible preferred stock, Series B, $0.0001 par value, 7,000,000 shares authorized; 6,275,704 issued and outstanding, redemption value of $46,979,920 as of March 31, 2021 and December 31, 2020, respectively 628 41,125,693 41,125,321 Redeemable convertible preferred stock, Series C, $0.0001 par value, 6,800,000 shares authorized; 1,590,675 issued and outstanding redemption value of $23,499,996 as of March 31, 2021 and December 31, 2020, respectively 159 23,379,821 23,379,980 Total redeemable convertible preferred stock 2,107 95,980,756 95,982,863 Additional paid-in 98,623,356 (95,980,756 ) 2,642,600 Total stockholders’ deficit 119,709 (95,980,756 ) (95,861,047 ) December 31, (As previously Effect of December 31, (As restated) Consolidated statement of redeemable convertible preferred stock and stockholders’ deficit as of December 31, 2020 Redeemable convertible preferred stock, Series A $ 1,320 $ 31,476,242 $ 31,477,562 Redeemable convertible preferred stock, Series B 628 41,125,321 41,125,321 Redeemable convertible preferred stock, Series C 159 23,379,980 23,379,980 Additional paid-in 98,623,356 (95,980,756 ) 2,642,600 Total stockholders’ deficit 119,709 (95,980,756 ) (95,861,047 ) | NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has restated its audited consolidated financial statements as of and for the periods ended December 31, 2020 and December 31, 2019 to correct misstatements associated with the Company’s accounting and presentation for all classes of redeemable convertible preferred stock and for additional paid-in-capital. Due to the contingently redeemable nature of the preferred stock, the Company classifies the preferred stock as temporary equity in the mezzanine section of the balance sheet. Redeemable convertible preferred stock should have been recorded and disclosed at their issuance prices, which approximated fair value at time of issuance, net of issuance costs, but was previously recorded and disclosed at their par values on the consolidated balance sheets and the consolidated statements of redeemable convertible preferred stock and stockholders’ deficit, with the difference recorded and presented in additional paid-in-capital. Reclassification adjustments were made in order to properly state additional paid-in-capital and the redeemable convertible preferred stock balances on the consolidated balance sheets and the consolidated statements of redeemable convertible preferred stock and stockholders’ deficit. The impact of the restatement is reflected throughout the remaining footnotes and adjustments reflected in the tables below did not have any impact on the Company’s consolidated statements of operations and comprehensive income (loss) or consolidated statements of cash flows for any period previously presented. The following tables summarize the adjustments to the specific line items presented in the Company’s consolidated financial statements: December 31, 2019 Effect of December 31, 2019 Consolidated balance sheet as of December 31, 2019 Redeemable convertible preferred stock, Series A, $0.0001 par value, 15,500,000 shares authorized; 13,204,284 issued and outstanding, redemption value of $35,959,227 as of December 31, 2020 and 2019, respectively 1,320 31,476,242 31,477,562 Redeemable convertible preferred stock, Series B, $0.0001 par value, 7,000,000 shares authorized; 6,275,704 issued and outstanding redemption value of $46,979,920 as of December 31, 2020 and 2019, respectively 628 41,124,693 41,125,321 Redeemable convertible preferred stock, Series C, $0.0001 par value, 6,800,000 shares authorized; 1,590,675 issued and outstanding redemption value of $23,499,996 as of December 31, 2020 and 2019, respectively 159 23,379,821 23,379,980 Total redeemable convertible preferred stock — 95,982,863 95,982,863 Additional paid-in capital 96,992,034 (95,980,756 ) 1,011,278 Total stockholders’ deficit 27,997,315 (95,980,756 ) (67,983,441 ) Consolidated statement of redeemable convertible preferred stock and stockholders’ deficit as of December 31, 2019 Redeemable convertible preferred stock, Series A 1,320 31,476,242 31,477,562 Redeemable convertible preferred stock, Series B 628 41,124,693 41,125,321 Redeemable convertible preferred stock, Series C 159 23,379,821 23,379,980 Additional paid-in capital 96,992,034 (95,980,756 ) 1,011,278 Total stockholders’ deficit 27,997,315 (95,980,756 ) (67,983,441 ) December 31, 2020 Effect of December 31, 2020 Consolidated balance sheet as of December 31, 2020 Redeemable convertible preferred stock, Series A, $0.0001 par value, 15,500,000 shares authorized; 13,204,284 issued and outstanding, redemption value of $35,959,227 as of December 31, 2020 and 2019, respectively 1,320 31,476,242 31,477,562 Redeemable convertible preferred stock, Series B, $0.0001 par value, 7,000,000 shares authorized; 6,275,704 issued and outstanding redemption value of $46,979,920 as of December 31, 2020 and 2019, respectively 628 41,124,693 41,125,321 Redeemable convertible preferred stock, Series C, $0.0001 par value, 6,800,000 shares authorized; 1,590,675 issued and outstanding redemption value of $23,499,996 as of December 31, 2020 and 2019, respectively 159 23,379,821 23,379,980 Total redeemable convertible preferred stock — 95,982,863 95,982,863 Additional paid-in capital 98,623,356 (95,980,756 ) 2,642,600 Total stockholders’ deficit 119,709 (95,980,756 ) (95,861,047 ) Consolidated statement of redeemable convertible preferred stock and stockholders’ deficit as of December 31, 2020 Redeemable convertible preferred stock, Series A 1,320 31,476,242 31,477,562 Redeemable convertible preferred stock, Series B 628 41,124,693 41,125,321 Redeemable convertible preferred stock, Series C 159 23,379,821 23,379,980 Additional paid-in capital 98,623,356 (95,980,756 ) 2,642,600 Total stockholders’ deficit 119,709 (95,980,756 ) (95,861,047 ) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K/A Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s 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 the Company’s condensed balance sheets. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 35,476,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months For the Class A ordinary shares subject to possible redemption Numerator: Earnings attributable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 55,031 $ — Unrealized gain (loss) on marketable securities held in Trust Account — — Less: interest available to be withdrawn for payment of taxes — — Net income attributable $ 55,031 $ — Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 61,746,986 — Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ 16,179,940 $ (9,069 ) Less: Net income allocable to Class A ordinary shares subject to possible redemption (55,031 ) — Non-Redeemable $ 16,124,909 $ (9,069 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 28,815,514 15,750,000 Basic and diluted net loss per share, Non-redeemable $ 0.56 $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Warrant Liability The Company accounts 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, the Company classifies 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. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s 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 the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class Net Loss Per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 35,476,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Period from (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account 181,127 Unrealized gain on marketable securities held in Trust Account 3,375 Net income allocable to shares subject to possible redemption $ 184,502 Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 63,958,721 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (25,872,350 ) Net income allocable to Class A Common stock subject to possible redemption 184,502 Non-Redeemable Net Loss $ (26,056,852 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 21,242,273 Basic and diluted net loss per share $ (1.23 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Micromidas, Inc. | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and on a basis consistent with the annual consolidated financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual consolidated financial statements for the fiscal year ended December 31, 2020 included elsewhere in this filing. There has been no material change to the Company’s significant accounting policies during the three months ended March 31, 2021, as compared to the significant accounting policies described in Note 3 of the “Notes to Consolidated Financial Statements” in the Company’s annual consolidated financial statements for the fiscal year ended December 31, 2020 included elsewhere in this filing. 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 Securities and Exchange Commission (“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, (collectively the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. Any effects on the business, financial position or results of operations from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to estimates and assumptions include the carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, stockholder convertible notes, redeemable convertible preferred stock warrants, income taxes, and stock-based compensation expense. 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 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 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 consolidated balance sheets based on the respective maturity dates. At March 31, 2021 and December 31, 2020, the Company had $75,000, of restricted cash held as collateral for the Company’s credit card services. In October 2019, the Company entered into an escrow agreement for $1,341,725, whereby the funds would be used for construction and transportation services in connection with Origin 1. At March 31, 2021 and December 31, 2020, the escrow account had a balance of $313,820. 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 March 31, 2021 and December 31, 2020, the standby letter of credit was $175,700. Cash, cash equivalents, and restricted cash consisted of the following: March 31, 2021 December 31, 2020 Cash and cash equivalents $ 8,872,007 $ 1,309,183 Restricted cash 564,520 564,519 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows 9,436,527 1,873,703 Other Receivable Other receivable consists 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 $2,700,000 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 three months ended March 31, 2021 and 2020 the Company received $80,173 and $0 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 three 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: Computer Equipment 3 years Office Furniture 5 years Machinery and Equipment 5 years Leasehold Improvements 1-5 years 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 three-month period ended March 31, 2021 and 2020, no impairment was identified. 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: • Expected term • Expected volatility • Expected dividend • Forfeiture • Risk-free interest rate zero-coupon Basic and Diluted Net Loss Per Share Basic earnings per share is computed by dividing income (loss) by the weighted average number of common shares outstanding for the periods presented. The calculation of basic earnings per share for the three months ended March 31, 2021 and 2020, includes the weighted average of common shares outstanding. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common and common equivalent shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, such as convertible preferred stock, common stock options, convertible preferred stock warrants or convertible notes. 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. 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 three months ended March 31, 2021 and 2020, accretion expense for debt issuance cost was $4,931 and $120,356, respectively. Redeemable Convertible Preferred Stock Warrants The Company accounts for its warrants to purchase shares of redeemable convertible preferred stock as liabilities based upon the characteristics and provisions of each instrument. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as liabilities are recorded on the Company’s unaudited consolidated balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded in the unaudited consolidated statements of operations and comprehensive loss. 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 derivative liability and redeemable convertible preferred stock warrant liability were estimated using Level 3 inputs. 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 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. Segment Reporting The Company operates in a single 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 As of March 31, 2021 and December 31, 2020, the Company had $46,669,780 and $45,417,949, respectively, of assets located outside of the United States. 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. Subsequent events Subsequent events are events or transactions that occur after the consolidated balance sheet date but before the consolidated financial statements are issued. The Company recognizes in the consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the consolidated balance sheet, including the estimates inherent in the process of preparing the consolidated financial statements. The Company’s consolidated financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the consolidated balance sheet but arose after the consolidated balance sheet date and before consolidated financial statements were available to be issued. The Company has evaluated subsequent events through May 18, 2021, which is the date the unaudited consolidated financial statements were available to be issued. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, step-up 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 | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation Basis of presentation Use of estimates Significant items subject to estimates and assumptions include the carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, stockholder convertible notes, redeemable convertible preferred stock warrants, income taxes, and share-based compensation expense. Concentration of credit risk Cash and cash equivalents Restricted cash At December 31, 2020 and 2019, the Company had $75,000, of restricted cash held as collateral for the Company’s credit card services. In October 2019, the Company entered into an escrow agreement for $1,341,725, whereby the funds would be used for construction and transportation services in connection with Origin 1. At December 31, 2020 and 2019, the escrow account had a balance of $313,820. 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 December 31, 2020 and 2019, the standby letter of credit was $175,700. Cash, cash equivalents, and restricted cash consisted of the following at December 31: 2020 2019 Cash and cash equivalents $ 1,309,183 $ 3,047,208 Restricted cash 564,520 564,520 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 1,873,703 $ 3,611,728 Other receivable AgriScience grant – Property, plant, and equipment Computer equipment 3 Years Office furniture 5 Years Machinery and equipment 5 Years Leasehold Improvements 1-5 Years Impairment of long-lived assets – Intangible assets Stock-based compensation Assumptions used to value the equity instruments are as follows: Expected term – Expected volatility – Expected dividend – Forfeiture Risk-free interest rate – zero-coupon Net loss per share – Income taxes 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. Debt issuance costs Redeemable convertible preferred stock warrants – Fair value of financial instruments 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 derivative liability and redeemable convertible preferred stock warrant liability were estimated using Level 3 inputs. Functional currency translation period-end Comprehensive loss Segment Reporting Co-Chief As of December 31, 2020 and 2019, the Company had $45,417,949 and $43,813,351, respectively, of assets located outside of the United States. Government loans Subsequent events Recently Adopted Accounting Pronouncements – In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation – Stock Compensation 2018-07”). non-employees Compensation—Stock Compensation non-employees non-employees 2018-07 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement 2018-13 In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows (Topic 230) 2016-18 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 December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740), step-up year-to-date |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 72,450,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 9,450,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 72,450,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 9,450,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Text Block [Abstract] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 11,326,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $16,990,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 11,326,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $16,990,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 4, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 of the Company’s Class B ordinary shares (the “Founder Shares”). On June 24, 2020 and July 13, 2020, the Company effected share capitalizations resulting in the Sponsor holding an aggregate of 18,112,500 Founder Shares. The Founder Shares will automatically convert into Class A ordinary shares at the time of the completion of a Business Combination on a one-for-one The Founder Shares included an aggregate of up to 2,362,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Services Agreement The Company entered into an agreement whereby, commencing on July 14, 2020, the Company will pay an affiliate of the Sponsor up to $25,000 per month for accounting, bookkeeping, office space, IT support, professional, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021 and the period from January 24, 2020 through March 31, 2020, the Company incurred and paid $75,000 and $0, respectively, in fees for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On February 4, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 of the Company’s Class B ordinary shares (the “Founder Shares”). On June 24, 2020 and July 13, 2020, the Company effected share capitalizations resulting in the Sponsor holding an aggregate of 18,112,500 Founder Shares. The Founder Shares will automatically convert into Class A ordinary shares at the time of the completion of a Business Combination on a one-for-one The Founder Shares included an aggregate of up to 2,362,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares 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. Promissory Note—Related Party On February 4, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, The Promissory Note was non-interest Administrative Services Agreement The Company entered into an agreement whereby, commencing on July 14, 2020, the Company will pay an affiliate of the Sponsor up to $25,000 per month for accounting, bookkeeping, office space, IT support, professional, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January 24, 2020 (inception) through December 31, 2020, the Company incurred and paid $137,500, in fees for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. |
COMMITMENTS
COMMITMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 13, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities and any other equity securities that such persons may hold from time to time for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of 20% of these securities will be entitled to make up to four demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $25,357,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Consulting Arrangements In September 2020, the Company entered into an acquisition support agreement with an unrelated party. Under the terms of the agreement, the Company will pay $215,000 a week plus expenses for services rendered. Payment for such services will become due and payable only upon the closing of the Company’s initial Business Combination. Interest will be charged at a rate of 8% per annum on fees incurred under the terms of the agreement. For the three months ended March 31, 2021, fees for services provided are approximately $450,000. Agreement and Plan Merger and Reorganization On February 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and between the Company, Zero Carbon Merger Inc., a Delaware corporation and our direct, wholly owned subsidiary (“Merger Sub”), and Micromidas, Inc., a Delaware corporation doing business as Origin Materials (“Micromidas”). Pursuant to the Merger Agreement, (i) the Company will domesticate from a Cayman Islands exempted company to a Delaware corporation (the “Domestication”) and (ii) Merger Sub will merge with and into Micromidas with Micromidas continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Proposed Business Combination”). In connection with the Domestication, the Company will change its name to “Origin Materials, Inc.” We refer to the Company following the Business Combination as “Origin.” 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 (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 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, 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 $15.00 for 10 consecutive trading days during the three year period following the closing of the Proposed Business Combination, (ii) one third of the Earnout Shares will be issued when VWAP equals or exceeds $20.00 for 10 consecutive trading days during the four year period following the closing of the Proposed Business Combination, and (iii) one third of the Earnout Shares will be issued when VWAP equals or exceeds $25.00 for 10 consecutive trading days during the five year period following the closing of the Proposed Business Combination. 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 August 31, 2021. As such, the Closing cannot be assured. 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”); • 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 30-trading | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 13, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities and any other equity securities that such persons may hold from time to time for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of 20% of these securities will be entitled to make up to four demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $25,357,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Consulting Arrangements In September 2020, the Company entered into an acquisition support agreement with an unrelated party. Under the terms of the agreement, the Company will pay $215,000 a week plus expenses for services rendered. Payment for such services will become due and payable only upon the closing of the Company’s initial Business Combination. Interest will be charged at a rate of 8% per annum on fees incurred under the terms of the agreement. There have been no services provided under the agreement for the period ended December 31, 2020. For the period from January 1, 2021 through March 3, 2021 fees for services provided are approximately $450,000. |
Micromidas, Inc. | ||
COMMITMENTS | NOTE 15 – COMMITMENTS AND CONTINGENCIES Commitments 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 $93,508 and $68,492 for the three months ended March 31, 2021 and 2020, respectively. 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 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 March 31, 2021 or 2020. Patent licenses In July 2017, the Company entered into a patent license agreement for $50,000, 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 $500,000, 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 $500,000 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 $10,000,000 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 March 31, 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 $1,000,000. 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 March 31, 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 $2,000,000 per year and $10,000,000 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 March 31, 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. For the three months ended March 31, 2021 and 2020, royalties expense was $40,353 and $41,347, respectively, under the license agreements. 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 March 31, 2021 and December 31, 2020, there were no claims or legal proceedings. | NOTE 15 – COMMITMENTS AND CONTINGENCIES Commitments 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 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. During 2020 and 2019, general and administrative expenses under the agreement totaled approximately zero and $2,876, respectively. Patent licenses In December 2016, the Company entered into a patent license agreement for $500,000, 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 $500,000 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 $10,000,000 per facility. Certain products that the Company is currently developing and anticipate selling are expected to utilize these patents. No payments were made during 2020 or 2019. 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 $1,000,000. The pipeline of Company products and sales are not currently expected to be subject to this patent. No payments were made during 2020 or 2019. 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 $2,000,000 per year and $10,000,000 in the aggregate. Certain products that the Company is currently developing and anticipate selling are expected to utilize these patents. No payments were made during 2020 or 2019. 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. During 2020 and 2019, royalties expense was $41,346 and $46,491, respectively, under the license agreements. Contingencies |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SHAREHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B Shares will automatically convert into Class A ordinary shares at the time of a Business Combination, on a one-for-one as-converted | NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B Shares will automatically convert into Class A ordinary shares at the time of a Business Combination, on a one-for-one as-converted Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered, qualified or deemed to be exempt under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price and the “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be 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, (y) 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 (z) 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 724,779,404 $ 724,716,476 Liabilities: Warrant liability – Public Warrants 1 41,538,000 53,130,000 Warrant Liability – Private Placement Warrants 2 19,481,868 24,918,668 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Warrants were valued as of July 16, 2020 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability adjusted volatility considering the probability of consummation of a Business Combination. The probability adjusted volatility as of the IPO date was derived from observable public warrant pricing on comparable `blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker AACQW. For the subsequent measurements of the Private Warrants after the detachment of the Public Warrants from the Units, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. As such, the Private Placement Warrants are classified as Level 2. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ 24,918,668 $ 53,130,000 $ 78,048,668 Change in valuation (5,436,800 ) (11,592,000 ) (17,028,800 ) Fair value as of March 31, 2021 $ 19,481,868 $ 41,538,000 $ 61,019,868 | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 724,716,476 Liabilities: Warrant Liability – Public Warrants 1 53,130,000 Warrant Liability – Private Placement Warrants 2 24,918,668 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Warrants were valued as of July 16, 2020 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability adjusted volatility considering the probability of consummation of a Business Combination. The probability adjusted volatility as of the IPO date was derived from observable public warrant pricing on comparable `blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker AACQW. For the subsequent measurements of the Private Warrants after the detachment of the Public Warrants from the Units, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. As such, the Private Placement Warrants are classified as Level 2. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of January 24, 2020 $ — $ — $ — Initial measurement on July 16, 2020 17,556,334 37,432,500 54,988,834 Change in valuation inputs or other 1 7,362,334 15,697,500 23,059,834 Fair value as of December 31, 2020 $ 24,918,668 $ 53,130,000 $ 78,048,668 1. Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $23,059,834 during the period from July 16, 2020 through December 31, 2020. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 10. SUBSEQUENT EVENTS On February 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and between the Company, Zero Carbon Merger Inc., a Delaware corporation and our direct, wholly owned subsidiary (“Merger Sub”), and Micromidas, Inc., a Delaware corporation doing business as Origin Materials (“Micromidas”). Pursuant to the Merger Agreement, (i) the Company will domesticate from a Cayman Islands exempted company to a Delaware corporation (the “Domestication”) and (ii) Merger Sub will merge with and into Micromidas with Micromidas continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Proposed Business Combination”). In connection with the Domestication, the Company will change its name to “Origin Materials, Inc.” We refer to the Company following the Business Combination as “Origin.” 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 and Class B common stock of Artius, respectively, and then such shares will each convert into a share of common stock of Origin (“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 Common Stock following the Business Combination. 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 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 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 (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 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 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 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 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 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, 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 Common Stock (the “Earnout Shares”) as follows: (i) one third of the Earnout Shares will be issued when the volume weighted average price of Common Stock (“VWAP”) equals or exceeds $15.00 for 10 consecutive trading days during the three year period following the closing of the Proposed Business Combination, (ii) one third of the Earnout Shares will be issued when VWAP equals or exceeds $20.00 for 10 consecutive trading days during the four year period following the closing of the Proposed Business Combination, and (iii) one third of the Earnout Shares will be issued when VWAP equals or exceeds $25.00 for 10 consecutive trading days during the five year period following the closing of the Proposed Business Combination. 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 August 31, 2021. As such, the Closing cannot be assured. 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 Common Stock in connection with the closing of the Proposed Business Combination for aggregate gross proceeds of $200,000,000 (the “PIPE Placement”); • 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 30-trading |
Micromidas, Inc. | ||
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS 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 $50,000,000 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 In February of 2021 the Company issued $10,000,000 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 $50,000,000 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. On February 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Artius Acquisition Inc. (See Note 1). |
WARRANT LIABILITY
WARRANT LIABILITY | 3 Months Ended |
Mar. 31, 2021 | |
Text Block [Abstract] | |
WARRANT LIABILITY | NOTE 8. WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered, qualified or deemed to be exempt under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder and • if, and only if, the last reported sale price of the Company’s Class A ordinary shares for any 20 trading days within a 30-trading sub-divisions, The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; • if, and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price and the “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
PROPERTY, PLANT AND EQUIPMENT, NET | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, NET Property, plant, and equipment, net consisted of the following: March 31, 2021 December 31, 2020 Land $ 39,950 $ 39,480 Pilot plant 5,282,159 5,236,939 Lab equipment 1,959,016 1,958,290 Machinery and equipment 655,350 655,350 Computer and other equipment 295,066 294,973 Construction in process 45,277,774 43,961,280 53,509,315 52,146,312 Less accumulated depreciation and amortization (7,152,988 ) (7,042,455 ) Total property, plant, and equipment, net $ 46,356,326 $ 45,103,857 For the three months ended March 31, 2021 and 2020, depreciation expense totaled $103,894 and $100,313, respectively. At March 31, 2021 and December 31, 2020, the Company capitalized $780,237 and $719,890, respectively, of interest cost into Origin 1. | NOTE 4 – PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment consisted of the following at December 31: 2020 2019 Land $ 39,480 $ 96,267 Pilot plant 5,236,939 5,209,333 Lab equipment 1,958,290 1,957,002 Machinery and equipment 655,350 655,350 Computer and other equipment 294,973 294,806 Construction in process 43,961,280 40,929,442 52,146,312 49,142,200 Less accumulated depreciation and amortization (7,042,455 ) (6,590,670 ) Total property, plant, and equipment, net $ 45,103,857 $ 42,551,530 Depreciation expense totaled $437,399 and $601,464 during 2020 and 2019, respectively. At December 31, 2020 and 2019, the Company capitalized $719,890 and $442,301, respectively, of interest cost into Origin 1. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following: March 31, 2021 December 31, 2020 Patents $ 435,096 $ 429,977 Less accumulated amortization (185,437 ) (172,305 ) $249,659 $257,672 The weighted average useful life of the intangible assets was 9.87 years. For the three months ended March 31, 2021 and 2020, amortization expense was $11,018 and $3,962, respectively. | NOTE 5 – INTANGIBLE ASSETS Intangible assets consisted of the following at December 31: 2020 2019 Patents $ 429,977 $ 420,893 Less accumulated amortization (172,305 ) (125,788 ) $ 257,672 $ 295,105 The weighted average useful life of the intangible assets was 9.87 years. Amortization expense was $41,956 and $44,292 during 2020 and 2019, respectively. The Company’s estimated future intangible assets amortization expense is as follows: Years Ending December 31, 2021 $ 42,954 2022 42,954 2023 42,954 2024 42,954 2025 42,954 Thereafter 42,902 $ 257,672 |
CONSORTIUM AGREEMENT
CONSORTIUM AGREEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
CONSORTIUM AGREEMENT | NOTE 6 – CONSORTIUM AGREEMENT In December 2016, the Company entered into a consortium agreement with two Series B preferred stock investors to collaborate on development of a process to commercialize bio-based, In August 2018, the agreement was amended, whereby a Series C preferred stock investor (the “Series C Investor”, and collectively with the two Series B investors, the “Investors”) was added to the agreement and committed to invest $1,500,000 of research and development in the consortium. As of March 31, 2021, the 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 the three months ended March 31, 2021 and 2020, the Company received $450,000 and $0, respectively, under the consortium agreement which was recorded as other income, net in the consolidated statement of operations and comprehensive loss. | NOTE 6 – CONSORTIUM AGREEMENT In December 2016, the Company entered into a consortium agreement with two Series B preferred stock investors to collaborate on development of a process to commercialize bio-based, In August 2018, the agreement was amended, whereby a Series C preferred stock investor (the “Series C Investor”, and collectively with the two Series B investors, the “Investors”) was added to the agreement and committed to invest $1,500,000 of research and development in the consortium. As of December 31, 2020, the 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 2020 and 2019, the Company received $550,000 and zero, respectively, under the consortium agreement which was recorded as other income, net in the consolidated statement of operations and comprehensive income and loss. |
OFFTAKE ARRANGEMENTS
OFFTAKE ARRANGEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
OFFTAKE ARRANGEMENTS | NOTE 7 – 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 8). These outstanding obligations, together with accrued interest, totaled an aggregate of $10,757,361 and $10,706,147 as of March 31, 2021 and December 31, 2020 respectively (see Notes 8 and 10). These agreements also require the Company to pay liquidated damages up to an aggregate of $856,080 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 amendment to the agreements, including the milestone achievement dates. 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, 2021. Origin 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, Origin 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 consolidated financial statements from this stipulation. | NOTE 7– OFFTAKE AGREEMENTS 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 8). These outstanding obligations, together with accrued interest, totaled an aggregate of $10,706,147 as of December 31, 2020 (see Notes 8 and 10). These agreements also require the Company to pay liquidated damages up to an aggregate of $856,080 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 amendment to the agreements, including the milestone achievement dates. 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, 2021. Origin 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, Origin 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 financial statements from this stipulation. |
DEBT
DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
DEBT | NOTE 8 – DEBT PPP Loan In April 2020, the Company executed a promissory note (the “PPP Note”) evidencing an unsecured loan in the amount of $905,838 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 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. Stockholder Convertible Notes Payable In November 2019, the Company entered into secured convertible note agreements (“Bridge Notes”) with certain preferred stockholders, whereby the Company can borrow up to $6,000,000. 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 March 31, 2021 and December 31, 2020, there was $4,966,857 and $3,260,208, respectively, outstanding on the Bridge Notes. The conversion and liquidation features were deemed to be derivatives under ASC 815 (see Note 9) and separately measured and recognized from the Bridge Notes through a debt discount. The balance of the debt discount was $14,088 and $28,175 at March 31, 2021 and December 31, 2020, respectively. 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 $50,000,000 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 In February of 2021 the Company issued $10,000,000 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 $50,000,000 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. Those costs at March 31, 2021 were $14,793. Stockholder Note In November 2016, the Company received a $5,000,000 prepayment from a stockholder for product from Origin 1 pursuant to an Offtake Agreement (see Note 7). 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 $189,169 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 $2,204,733, $2,139,611, and $2,069,806 (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 March 31, 2021 and December 31, 2020, the total debt outstanding was $5,189,169. The Promissory Note is subordinate to the Bridge Notes. At March 31, 2021 and December 31, 2020 accrued interest totaled $340,035 and $294,630, respectively, and is included in accrued expenses in the unaudited consolidated balance sheets. | NOTE 8 – DEBT PPP Loan In April 2020, the Company executed a promissory note (the “PPP Note”) evidencing an unsecured loan in the amount of $905,838 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 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. Stockholder Convertible Notes Payable In November 2019, the Company entered into secured convertible note agreements (“Bridge Notes”) with certain preferred stockholders, whereby the Company can borrow up to $6,000,000. 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 and 2019 there were $3,260,208 and $1,000,000, respectively, outstanding on the Bridge Notes. Debt issuance costs are recorded against the outstanding payable balances. Those costs at December 31, 2020 and 2019 were zero and $90,267, respectively. The conversion and liquidation features were deemed to be derivatives under ASC 815 (see Note 9) and separately measured and recognized from the Bridge Notes through a debt discount. The balance of the debt discount was $28,175 and $128,875 at December 31, 2020 and 2019, respectively. The Bridge Notes were amended in January 2021 to extend the maturity date and add a SPAC transaction as a conversion event (see Note 16). Stockholder Note In November 2016, the Company received a $5,000,000 prepayment from a stockholder for product from Origin 1 pursuant to an Offtake Agreement (see Note 7). 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 $189,169 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 $2,204,733, $2,139,611, and $2,069,806 (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 December 31, 2020 and 2019, the total debt outstanding was $5,189,169. The Promissory Note is subordinate to the Bridge Notes. At December 31, 2020 and 2019 accrued interest totaled $294,630 and $113,009, respectively, and is included in other liabilities, long-term, on the consolidated balance sheets. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
DERIVATIVE LIABILITY | NOTE 9 – DERIVATIVE LIABILITY The Company evaluated the Bridge Notes 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. For the three months ended March 31, 2021 and 2020, the Company recorded a loss on the change in the fair value of derivative liability of $391,251 and a gain of $2,669, respectively. For the three months ended March 31, 2021 and 2020 an additional derivative liability was recorded for $2,196,469 and $0, respectively. At March 31, 2021 and December 31, 2020, the Company recorded a derivative liability of $3,826,232 and $1,238,511, respectively. | NOTE 9– DERIVATIVE LIABILITY The Company evaluated the Bridge Notes 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. For the years ended December 31, 2020 and 2019, the Company recorded a loss on the change in the fair value of derivative liability of $1,088,136 and zero, respectively. At December 31, 2020 and 2019, the Company recorded a derivative liability of $1,238,511 and $150,375, respectively. |
OTHER LIABILITIES, LONG-TERM AN
OTHER LIABILITIES, LONG-TERM AND RELATED PARTY OTHER LIABILITIES, LONG-TERM | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
OTHER LIABILITIES, LONG-TERM AND RELATED PARTY OTHER LIABILITIES, LONG-TERM | NOTE 10 – OTHER LIABILITIES, LONG-TERM AND RELATED PARTY OTHER LIABILITIES, LONG-TERM Other Liabilities, Long-term In September 2019, the Company entered into a $5,000,000 prepayment agreement for the purchase of products from Origin 2. The prepayment is to be made in two equal installments: the first $2,500,000 was in October 2019 and the remaining $2,500,000 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 March 31, 2021 and December 31, 2020, the total amount outstanding on this agreement was $2,500,000. Related Party Other Liabilities, Long-term In November 2016, the Company received a $5,000,000 prepayment from a stockholder for product from Origin 1 pursuant to an Offtake Agreement (see Note 7). 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 $7,500,000, 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% (0.44% at March 31, 2021) and matures five years from the commercial operation date of Origin 1, 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. The note is subordinated to the Bridge Notes. At March 31, 2021 and December 31, 2020 the total note principal outstanding was $5,105,055 and accrued interest outstanding was $123,102 and $117,292 respectively. | NOTE 10 – OTHER LIABILITIES, LONG-TERM AND RELATED PARTY OTHER LIABILITIES, LONG-TERM Other Liabilities, Long-term In September 2019, the Company entered into a $5,000,000 prepayment agreement for the purchase of products from Origin 2. The prepayment is to be made in two equal installments: the first $2,500,000 was in October 2019 and the remaining $2,500,000 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 December 31, 2020 and 2019, the total amount outstanding on this agreement was $2,500,000. Related Party Other Liabilities, Long-term In November 2016, the Company received a $5,000,000 prepayment from a stockholder for product from Origin 1 pursuant to an Offtake Agreement (see Note 7). 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% (2.16% at December 31, 2020) and matures five years from the commercial operation date of Origin 1. The note is subordinated to the Bridge Notes. At December 31, 2020 and 2019 the total note principal outstanding was $5,105,055 and $5,000,000 plus accrued interest of $117,293 and $42,462, respectively. |
CANADIAN GOVERNMENT RESEARCH AN
CANADIAN GOVERNMENT RESEARCH AND DEVELOPMENT PROGRAM LIABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
CANADIAN GOVERNMENT RESEARCH AND DEVELOPMENT PROGRAM LIABILITY | NOTE 11 – 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 $23,000,000 (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 $500,000,000 (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 March 31, 2021 and December 31, 2020, the Company recorded a liability for the amount received of $6,270,836 and $6,197,053, respectively. | NOTE 11 – 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 $23,000,000 (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 $500,000,000 (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 December 31, 2020 and 2019, the Company recorded a liability for the amount received of $6,197,053 and $3,534,814, respectively. |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANTS LIABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANTS LIABILITY | NOTE 12 – REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANTS 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 8), 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 8), 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. As of March 31, 2021, 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 June through July 2026 and June 2036 through January 2037. As of March 31, 2021, the Company had 2,257,053 Series A preferred stock warrants and 367,339 Series B preferred stock warrants, respectively, outstanding. The following schedule rolls forward the fair value of the redeemable convertible preferred stock warrants liability: March 31, 2021 December 31, 2020 Balance at beginning of the year $ 19,232,628 $ 734,830 Change in fair value of preferred stock warrants 48,109,271 18,497,798 Balance at end of the year $ 67,341,899 $ 19,232,628 At March 31, 2021 and 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 March 31, 2021, 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: December 31, 2020 Expected life (years) 3.00 Risk-free interest rate 0.17 % Expected volatility 70.00 % Dividend yield 0 % | NOTE 12 – REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANTS 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 8), 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 8), 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. As of December 31, 2020, 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 June through July 2026 and June 2036 through January 2037. As of December 31, 2020, the Company had 2,257,053 Series A preferred stock warrants and 367,339 Series B preferred stock warrants, respectively, outstanding. The following schedule rolls forward the fair value of the redeemable convertible preferred stock warrants liability during 2020 and 2019: 2020 2019 Balance at beginning of the year $ 734,830 $ 11,022,446 Change in fair value of preferred stock warrants 18,497,798 (10,287,616 ) Balance at end of the year $ 19,232,628 $ 734,830 At December 31, 2020 and 2019, the fair value of the preferred stock warrants was determined using a Black-Scholes option pricing model (OPM). The Company estimates the fair value of these liabilities using an OPM and assumptions that are based on the individual characteristics of the warrants on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield, and risk-free interest rate. A summary of key assumptions for determining the fair value of redeemable convertible preferred stock warrants at December 31, 2020 and 2019 include: 2020 2019 Expected life (years) 3.00 4.00 Risk-free interest rate 0.17 % 1.66 % Expected volatility 70.00 % 50.00 % Dividend yield 0 % 0 % |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | NOTE 13 – REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT The Company is authorized to issue two classes of stock, which are designated as common and preferred stock. There are three types of redeemable convertible preferred stock – Series A, Series B, and Series C. Common stock The Company has reserved shares of common stock for future issuances as follows: March 31, 2021 December 31, 2020 Series A preferred stock $ 13,204,284 $ 13,204,284 Series B preferred stock 6,275,704 6,275,704 Series C preferred stock 1,590,675 1,590,675 Series A preferred stock warrants 2,257,053 2,257,053 Series B preferred stock warrants 367,339 367,339 Options outstanding 3,829,351 3,885,113 $27,524,406 $27,580,168 Dividends After payment of the full amount of any dividends to holders of Series A, Series B, and Series C preferred stock, any additional dividends are distributed among all holders of common stock and Series A, Series B, Series C preferred stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of such series of Series A, Series B, and Series C preferred stock were converted to common stock at the then effective conversion rate for such series of preferred stock. Liquidation rights After the payment to the holders of Series A, Series B, and Series C preferred stock of the full amounts specified, the entire remaining assets of the Company legally available for distribution are distributed to the holders of the common stock. Conversion rights – Voting – Stock option plan – The following tables summarize the activity under the Stock Plan: Outstanding Weighted Weighted Average Balance at December 31, 2020 3,885,113 $ 0.40 8.30 Granted — — Exercised (55,762 ) 0.98 Forfeited / canceled — — Balance as of March 31, 2021 3,829,351 $ 0.40 8.06 Vested and expected to vest at March 31, 2021 3,438,992 During the quarter ended March 31, 2021, the Company did not grant any stock options. As of March 31, 2021 and December 31, 2020, there were 1,199,029 options available for grant under the Stock Plan. As of March 31, 2021 and December 31, 2020 there were 1,083,619 and 1,016,289 exercisable options, respectively. The aggregate intrinsic value of options vested and expected to vest at March 31, 2021 is $57,670,897. The Company issued 1,380,000 of performance and market based stock options during 2020. During the quarter ended March 31, 2021, the Company modified the vesting schedule of 250,000 of these performance and market based stock options such that vesting would commence upon signing of a business combination agreement or similar agreement in connection with a business combination of the Company with a special purpose acquisition company pursuant to which all or substantially all of the outstanding shares of capital stock of the Company and all or substantially all other securities of the Company issuable or convertible into such capital stock are converted into cash and/or shares of such Special Purpose Acquisition Company. The Company entered into the Merger Agreement on February 16, 2021 resulting in the commencement of expense recognition related to these 250,000 options. For the remaining 1,130,000 performance and market based stock options, no expense has been recorded as the performance event was deemed not probable of being achieved. During the three months ended March 31, 2021 and 2020, stock compensation expense of $474,860 and $4,848, respectively, was recognized in general and administrative expenses on the unaudited consolidated statements of operations and comprehensive income and loss. During the three months ended March 31, 2021 and 2020 stock compensation expense of $152,121 and $4,178, 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 $9,267,930 as of March 31, 2021 and will be amortized on a straight-line basis over the remaining vesting periods of approximately four years. | NOTE 13 – REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT The Company is authorized to issue two classes of stock, which are designated as common and preferred stock. There are three types of redeemable convertible preferred stock – Series A, Series B, and Series C. Common stock 2020 2019 Series A preferred stock 13,204,284 13,204,284 Series B preferred stock 6,275,704 6,275,704 Series C preferred stock 1,590,675 1,590,675 Series A preferred stock warrants 2,257,053 2,257,053 Series B preferred stock warrants 367,339 367,339 Options outstanding 3,885,113 1,041,855 27,580,168 24,736,910 Dividends – After payment of the full amount of any dividends to holders of Series A, Series B, and Series C preferred stock, any additional dividends are distributed among all holders of common stock and Series A, Series B, Series C preferred stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of such series of Series A, Series B, and Series C preferred stock were converted to common stock at the then effective conversion rate for such series of preferred stock. Liquidation rights After the payment to the holders of Series A, Series B, and Series C preferred stock of the full amounts specified, the entire remaining assets of the Company legally available for distribution are distributed to the holders of the common stock. Conversion rights Voting Stock option plan th The following tables summarize the activity under the Stock Plan for 2020 and 2019: Outstanding Weighted Weighted Balance at January 1, 2019 1,049,353 $ 0.70 4.36 Granted 365,000 $ 2.56 Exercised (1,200 ) $ 2.26 Forfeited / canceled (371,298 ) $ 2.32 Balance at December 31, 2019 1,041,855 $ 0.77 3.89 Granted 2,974,895 $ 0.30 Exercised (1,376 ) $ 0.78 Forfeited / canceled (130,261 ) $ 0.90 Balance as of December 31, 2020 3,885,113 $ 0.40 8.30 Vested and expected to vest at December 31, 3,472,989 A summary of key assumptions for determining the fair value of stock option grants at December 31, 2020 and 2019 include: 2020 2019 Expected life (years) 6.25 6.08 Risk-free interest rate 0.38% - 0.72 % 1.53% - 2.36% Expected volatility 71.9% - 77.0 % 86.6% - 90.3% Dividend yield 0 % 0% As of December 31, 2020 and 2019, there were 1,199,029 and 1,050,813 options, respectively, available for grant under the Stock Plan. As of December 31, 2020 and 2019, there were 1,016,289 and 1,019,305 exercisable options, respectively. The aggregate intrinsic value of options vested and expected to vest at December 31, 2020 is $16,067,662. The weighted-average grant date fair value per share for stock options granted during the year ended December 31, 2020 and 2019 was $7.24 and $0.43, respectively. The total fair value of options granted was $11,547,389 and $156,087 in 2020 and 2019, respectively. The Company issued 1,380,000 of performance and market based stock options during 2020. No expense has been recorded for these options as the performance event was deemed not probable of being achieved. During 2020 and 2019 stock compensation expense of $1,493,035 and $27,306, respectively, was recognized in general and administrative expenses on the consolidated statements of operations and comprehensive income and loss. During 2020 and 2019 stock compensation expense of $137,214 and $16,459, respectively, was recognized in research and development expenses on the consolidated statements of operations and comprehensive income and loss. Total remaining compensation expense to be recognized under the Stock Plan is $8,345,850 as of December 31, 2020, and will be amortized on a straight-line basis over the remaining vesting periods of approximately four years. |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
INCOME TAXES | NOTE 14 – 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 three months ended March 31, 2021 and 2020 and the realization of any deferred tax assets is not more likely than not. | NOTE 14 – INCOME TAXES A reconciliation of the income tax provision to that computed by applying the statutory federal income tax rate to the income before the provision for income taxes is as follows for the years ended December 31: 2020 2019 Federal income tax benefit at statutory federal rate $ (6,363,637 ) $ (100,676 ) State income tax expense, net of federal taxes 25,306 (14,674 ) Permanent differences 3,983,030 (2,155,884 ) Valuation allowance 1,943,881 2,328,324 Foreign Rate Differential (62,730 ) (81,953 ) Stock based compensation 449,720 — Other 24,430 24,863 Total income tax expense $ — $ — Deferred income tax amounts result from temporary differences between financial statements and income tax reporting. Components of the Company’s net deferred tax assets at December 31 are as follows: 2020 2019 Deferred income tax assets Net operating loss carryforwards $ 18,400,304 $ 16,546,428 Other 149,027 33,011 Depreciation and amortization 113,873 139,885 Total deferred income tax assets 18,663,204 16,719,324 Valuation allowance (18,663,204 ) (16,719,324 ) Total deferred income tax assets, net of valuation allowance $ — $ — Loss before provision for income taxes on the accompanying statement of operations and comprehensive income and loss included the following: 2020 2019 Domestic (29,162,313 ) 1,009,544 Foreign (1,140,535 ) (1,488,953 ) Total worldwide (30,302,848 ) (479,409 ) As of December 31, 2020 and 2019, deferred income tax assets of $18,663,204 and $16,719,324, respectively, arising principally as a result of the Company’s net operating loss carryforwards, property, plant, and equipment tax basis differences, non-qualified At December 31, 2020, the Company had federal net operating loss carryforwards of approximately $71,600,000 to offset future federal taxable income, with $45,000,000 available through 2037 and $26,600,000 available indefinitely. At December 31, 2020, the Company had state and foreign net operating loss carryforward of approximately $40,300,000 and $4,800,000, respectively, that may offset future state and foreign taxable income through 2040. The Company has research and development credit carryforwards for foreign income tax purposes of approximately $27,800 as of December 31, 2020 and 2019. If not utilized, the foreign credit carryforwards of $27,800 will expire in 2038. Under certain provisions of the Internal Revenue Code of 1986, as amended, a portion of the federal and state net operating loss carryforwards may be subject to an annual utilization limitation as a result of a change in ownership of the Company. Federal and California tax laws impose significant restrictions on the utilization of net operating loss carryforwards in the event of a change in ownership of the Company, as defined by Internal Revenue Code Section 382 (“Section 382”). The Company believes a change in ownership, as defined by Section 382, has occurred but a formal study has not been completed. In addition, in the future the Company may experience ownership changes, which may limit the utilization of net operating loss carryforwards or other tax attributes. There were no unrecognized tax benefits in the years ended December 31, 2020, and 2019. The Company files income tax returns in the United States, various US states, and Canada. All tax years remain open in all jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other foreign jurisdictions. The Company does not anticipate any significant changes within 12 months of this reporting date of its uncertain tax positions. |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
BASIC AND DILUTED NET LOSS PER SHARE | NOTE 16 – BASIC AND DILUTED NET LOSS PER SHARE Basic net loss per share includes no dilution and is computed by dividing income (loss) by the weighted average number of common shares outstanding for the periods presented. The calculation of basic net loss per share for the three months ended March 31, 2021 and 2020, includes the weighted average of common shares outstanding. Diluted net loss per share reflect the potential dilution of securities that could share in the earnings of an entity, such as convertible preferred stock, stock options, warrants or convertible securities. Due to their anti-dilutive effect, the calculation of diluted net loss per share for the three months ended March 31, 2021 and 2020 excludes: 1) options to purchase 3,829,351 and 1,007,059 shares, respectively, of common stock, 2) warrants to purchase 2,257,053 shares of series A redeemable convertible preferred stock, 3) warrants to purchase 367,339 shares of series B redeemable convertible preferred stock, 4) redeemable convertible series A preferred stock which is convertible into 13,189,261 shares of common stock, 4) redeemable convertible series B preferred stock which is convertible into 5,107,614 shares of common stock, and 5) redeemable convertible series C preferred stock which is convertible into 1,590,675 shares of common stock. | NOTE 17 – NET LOSS PER SHARE Basic earnings per share includes no dilution and is computed by dividing income (loss) by the weighted average number of common shares outstanding for the periods presented. The calculation of basic earnings per share for the years ended December 31, 2020 and December 31, 2019, respectively, includes the weighted average of common shares outstanding. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, such as convertible preferred stock, stock options, warrants or convertible securities. Due to their anti-dilutive effect, the calculation of diluted earnings per share for the years ended December 31, 2020 and December 31, 2019 excludes: 1) options to purchase 3,885,113 and 1,047,855 shares, respectively, of common stock, 2) warrants to purchase 2,257,053 shares of series A redeemable convertible preferred stock, 3) warrants to purchase 367,339 shares of series B redeemable convertible preferred stock, 4) redeemable convertible series A preferred stock which is convertible into 13,189,261 shares of common stock, 4) redeemable convertible series B preferred stock which is convertible into 5,107,614 shares of common stock, and 5) redeemable convertible series C preferred stock which is convertible into 1,590,675 shares of common stock. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K/A | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash | Warrant Liability The Company accounts 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, the Company classifies 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. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s 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 the Company’s condensed balance sheets. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s 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 the Company’s balance sheet. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Basic and Diluted Net Loss Per Share | Net Loss Per Ordinary Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 35,476,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months For the Class A ordinary shares subject to possible redemption Numerator: Earnings attributable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 55,031 $ — Unrealized gain (loss) on marketable securities held in Trust Account — — Less: interest available to be withdrawn for payment of taxes — — Net income attributable $ 55,031 $ — Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 61,746,986 — Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ 16,179,940 $ (9,069 ) Less: Net income allocable to Class A ordinary shares subject to possible redemption (55,031 ) — Non-Redeemable $ 16,124,909 $ (9,069 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 28,815,514 15,750,000 Basic and diluted net loss per share, Non-redeemable $ 0.56 $ (0.00 ) | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class |
Net Loss Per Common Share | Net Loss Per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 35,476,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Period from (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account 181,127 Unrealized gain on marketable securities held in Trust Account 3,375 Net income allocable to shares subject to possible redemption $ 184,502 Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 63,958,721 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (25,872,350 ) Net income allocable to Class A Common stock subject to possible redemption 184,502 Non-Redeemable Net Loss $ (26,056,852 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 21,242,273 Basic and diluted net loss per share $ (1.23 ) | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash | |
Micromidas, Inc. | ||
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 Securities and Exchange Commission (“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, (collectively the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. | Principles of consolidation |
Basis of Presentation | Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and on a basis consistent with the annual consolidated financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual consolidated financial statements for the fiscal year ended December 31, 2020 included elsewhere in this filing. There has been no material change to the Company’s significant accounting policies during the three months ended March 31, 2021, as compared to the significant accounting policies described in Note 3 of the “Notes to Consolidated Financial Statements” in the Company’s annual consolidated financial statements for the fiscal year ended December 31, 2020 included elsewhere in this filing. | Basis of presentation |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. Any effects on the business, financial position or results of operations from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to estimates and assumptions include the carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, stockholder convertible notes, redeemable convertible preferred stock warrants, income taxes, and stock-based compensation expense. | Use of estimates Significant items subject to estimates and assumptions include the carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, stockholder convertible notes, redeemable convertible preferred stock warrants, income taxes, and share-based compensation expense. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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. | Cash and cash equivalents |
Restricted Cash | Restricted Cash 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 consolidated balance sheets based on the respective maturity dates. At March 31, 2021 and December 31, 2020, the Company had $75,000, of restricted cash held as collateral for the Company’s credit card services. In October 2019, the Company entered into an escrow agreement for $1,341,725, whereby the funds would be used for construction and transportation services in connection with Origin 1. At March 31, 2021 and December 31, 2020, the escrow account had a balance of $313,820. 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 March 31, 2021 and December 31, 2020, the standby letter of credit was $175,700. Cash, cash equivalents, and restricted cash consisted of the following: March 31, 2021 December 31, 2020 Cash and cash equivalents $ 8,872,007 $ 1,309,183 Restricted cash 564,520 564,519 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows 9,436,527 1,873,703 | Restricted cash At December 31, 2020 and 2019, the Company had $75,000, of restricted cash held as collateral for the Company’s credit card services. In October 2019, the Company entered into an escrow agreement for $1,341,725, whereby the funds would be used for construction and transportation services in connection with Origin 1. At December 31, 2020 and 2019, the escrow account had a balance of $313,820. 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 December 31, 2020 and 2019, the standby letter of credit was $175,700. Cash, cash equivalents, and restricted cash consisted of the following at December 31: 2020 2019 Cash and cash equivalents $ 1,309,183 $ 3,047,208 Restricted cash 564,520 564,520 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 1,873,703 $ 3,611,728 |
Other Receivable | Other Receivable Other receivable consists 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. | Other receivable |
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 $2,700,000 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 three months ended March 31, 2021 and 2020 the Company received $80,173 and $0 in grants, recorded in other income, net on the consolidated statements of operations and comprehensive loss. | AgriScience grant – |
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. | Income taxes 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 |
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 three 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: Computer Equipment 3 years Office Furniture 5 years Machinery and Equipment 5 years Leasehold Improvements 1-5 years | Property, plant, and equipment Computer equipment 3 Years Office furniture 5 Years Machinery and equipment 5 Years Leasehold Improvements 1-5 Years |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic earnings per share is computed by dividing income (loss) by the weighted average number of common shares outstanding for the periods presented. The calculation of basic earnings per share for the three months ended March 31, 2021 and 2020, includes the weighted average of common shares outstanding. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common and common equivalent shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, such as convertible preferred stock, common stock options, convertible preferred stock warrants or convertible notes. | Net loss per share – |
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 three months ended March 31, 2021 and 2020, accretion expense for debt issuance cost was $4,931 and $120,356, respectively. | Debt issuance costs |
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 three-month period ended March 31, 2021 and 2020, no impairment was identified. | Impairment of long-lived assets – |
Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants The Company accounts for its warrants to purchase shares of redeemable convertible preferred stock as liabilities based upon the characteristics and provisions of each instrument. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as liabilities are recorded on the Company’s unaudited consolidated balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded in the unaudited consolidated statements of operations and comprehensive loss. | Redeemable convertible preferred stock warrants – |
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. | Intangible assets |
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. | Concentration of credit risk |
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: • Expected term • Expected volatility • Expected dividend • Forfeiture • Risk-free interest rate zero-coupon | Stock-based compensation Assumptions used to value the equity instruments are as follows: Expected term – Expected volatility – Expected dividend – Forfeiture Risk-free interest rate – zero-coupon |
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 derivative liability and redeemable convertible preferred stock warrant liability were estimated using Level 3 inputs. | Fair value of financial instruments 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 derivative liability and redeemable convertible preferred stock warrant liability were estimated using Level 3 inputs. |
Recent Accounting Standards | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, step-up 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 | Recently Adopted Accounting Pronouncements – In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation – Stock Compensation 2018-07”). non-employees Compensation—Stock Compensation non-employees non-employees 2018-07 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement 2018-13 In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows (Topic 230) 2016-18 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 December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740), step-up year-to-date |
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 | Functional currency translation period-end |
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. | Comprehensive loss |
Segment Reporting | Segment Reporting The Company operates in a single 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 As of March 31, 2021 and December 31, 2020, the Company had $46,669,780 and $45,417,949, respectively, of assets located outside of the United States. | Segment Reporting Co-Chief As of December 31, 2020 and 2019, the Company had $45,417,949 and $43,813,351, respectively, of assets located outside of the United States. |
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. | Government loans |
Subsequent events | Subsequent events Subsequent events are events or transactions that occur after the consolidated balance sheet date but before the consolidated financial statements are issued. The Company recognizes in the consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the consolidated balance sheet, including the estimates inherent in the process of preparing the consolidated financial statements. The Company’s consolidated financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the consolidated balance sheet but arose after the consolidated balance sheet date and before consolidated financial statements were available to be issued. The Company has evaluated subsequent events through May 18, 2021, which is the date the unaudited consolidated financial statements were available to be issued. | Subsequent events |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of restatement of warrants in financial statements | The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash. As Previously Adjustments As Restated Balance sheet as of July 16, 2020 (audited) Warrant Liability $ — $ 54,988,834 $ 54,988,834 Class A Common Stock Subject to Possible Redemption 695,806,610 (54,988,834 ) 640,817,776 Class A Common Stock 287 550 837 Additional Paid-in Capital 5,019,473 2,686,814 7,706,287 Accumulated Deficit (21,169 ) (2,687,365 ) (2,708,534 ) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 57,117,434 $ 57,117,434 Class A Common Stock Subject to Possible Redemption 695,756,921 (57,117,434 ) 638,639,487 Class A Common Stock 288 571 859 Additional Paid-in Capital 5,069,161 4,815,393 9,884,554 Accumulated Deficit (71,254 ) (4,815,964 ) (4,887,218 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 78,048,668 $ 78,048,668 Class A Common Stock Subject to Possible Redemption 695,703,020 (78,048,664 ) 617,654,356 Common Stock 290 780 1,070 Additional Paid-in Capital 5,123,060 25,746,415 30,869,475 Accumulated Deficit (125,151 ) (25,747,199 ) (25,872,350 ) Stockholders’ Equity 5,000,010 (4 ) 5,000,006 Statement of Operations for the Period from January 24, 2020 (inception) to September 30, 2020 (unaudited) Formation and operational costs (149,341 ) (2,687,365 ) (2,836,706 ) Change in fair value of warrant liability $ — $ (2,128,600 ) $ (2,128,600 ) Net loss (71,254 ) (4,815,964 ) (4,887,218 ) Weighted average shares outstanding, Common stock subject to possible redemption 64,081,778 Basic and diluted net income per share, Common stock subject to possible redemption — 0.00 Weighted average shares outstanding, Common stock 17,406,749 1,741,313 19,148,062 Basic and diluted net loss per share, Common stock (0.01 ) (0.12 ) (0.13 ) Statement of Operations for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) Formation and operational costs (341,627 ) (2,687,365 ) (3,028,992 ) Change in fair value of warrant liability $ — $ (23,059,834 ) $ (23,059,834 ) Net loss (125,151 ) (25,747,199 ) (25,872,350 ) Weighted average shares outstanding, Common stock subject to possible redemption 63,958,721 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 Weighted average shares outstanding, Common stock 18,400,891 2,841,382 21,242,273 Basic and diluted net loss per share, Common stock (0.02 ) (1.21 ) (1.23 ) Cash Flow Statement for the Period from January 24, 2020 (inception) to September 30, 2020 (unaudited) Net loss (71,254 ) (4,815,964 ) (4,887,218 ) Non-cash compensation expense related to private placement warrants — 566,333 566,333 Allocation of initial public offering costs to derivative liability — 2,121,032 2,121,032 Change in fair value of warrant liability — 2,128,600 2,128,600 Initial classification of warrant liability — 54,988,834 54,988,834 Initial classification of common stock subject to possible redemption 695,806,610 (54,988,834 ) 640,817,776 Change in value of common stock subject to possible redemption (49,689 ) (2,128,600 ) (2,178,289 ) Cash Flow Statement for the Period from January 24, 2020 (inception) to December 31, 2020 (audited) Net loss $ (125,151 ) $ (25,747,199 ) $ (25,872,350 ) Non-cash compensation expense related to private placement warrants — 566,333 566,333 Allocation of initial public offering costs to derivative liability — 2,121,032 2,121,032 Change in fair value of warrant liability — 23,059,834 23,059,834 Initial classification of warrant liability — 54,988,834 54,988,834 Initial classification of common stock subject to possible redemption 695,806,610 (54,988,834 ) 640,817,776 Change in value of common stock subject to possible redemption (103,590 ) (23,059,830 ) (23,163,420 ) | |
Micromidas, Inc. | ||
Schedule of Condensed Financial Statements | The following tables summarize the adjustments to the specific line items presented in the Company’s consolidated financial statements: December 31, (As previously Effect of December 31, (As restated) Consolidated balance sheet as of December 31, 2020 Redeemable convertible preferred stock, Series A, $0.0001 par value, 15,500,000 shares authorized; 13,204,284 issued and outstanding, redemption value of $35,959,227 as of March 31, 2021 and December 31, 2020, respectively $ 1,320 $ 31,476,242 $ 31,477,562 Redeemable convertible preferred stock, Series B, $0.0001 par value, 7,000,000 shares authorized; 6,275,704 issued and outstanding, redemption value of $46,979,920 as of March 31, 2021 and December 31, 2020, respectively 628 41,125,693 41,125,321 Redeemable convertible preferred stock, Series C, $0.0001 par value, 6,800,000 shares authorized; 1,590,675 issued and outstanding redemption value of $23,499,996 as of March 31, 2021 and December 31, 2020, respectively 159 23,379,821 23,379,980 Total redeemable convertible preferred stock 2,107 95,980,756 95,982,863 Additional paid-in 98,623,356 (95,980,756 ) 2,642,600 Total stockholders’ deficit 119,709 (95,980,756 ) (95,861,047 ) December 31, (As previously Effect of December 31, (As restated) Consolidated statement of redeemable convertible preferred stock and stockholders’ deficit as of December 31, 2020 Redeemable convertible preferred stock, Series A $ 1,320 $ 31,476,242 $ 31,477,562 Redeemable convertible preferred stock, Series B 628 41,125,321 41,125,321 Redeemable convertible preferred stock, Series C 159 23,379,980 23,379,980 Additional paid-in 98,623,356 (95,980,756 ) 2,642,600 Total stockholders’ deficit 119,709 (95,980,756 ) (95,861,047 ) | The following tables summarize the adjustments to the specific line items presented in the Company’s consolidated financial statements: December 31, 2019 Effect of December 31, 2019 Consolidated balance sheet as of December 31, 2019 Redeemable convertible preferred stock, Series A, $0.0001 par value, 15,500,000 shares authorized; 13,204,284 issued and outstanding, redemption value of $35,959,227 as of December 31, 2020 and 2019, respectively 1,320 31,476,242 31,477,562 Redeemable convertible preferred stock, Series B, $0.0001 par value, 7,000,000 shares authorized; 6,275,704 issued and outstanding redemption value of $46,979,920 as of December 31, 2020 and 2019, respectively 628 41,124,693 41,125,321 Redeemable convertible preferred stock, Series C, $0.0001 par value, 6,800,000 shares authorized; 1,590,675 issued and outstanding redemption value of $23,499,996 as of December 31, 2020 and 2019, respectively 159 23,379,821 23,379,980 Total redeemable convertible preferred stock — 95,982,863 95,982,863 Additional paid-in capital 96,992,034 (95,980,756 ) 1,011,278 Total stockholders’ deficit 27,997,315 (95,980,756 ) (67,983,441 ) Consolidated statement of redeemable convertible preferred stock and stockholders’ deficit as of December 31, 2019 Redeemable convertible preferred stock, Series A 1,320 31,476,242 31,477,562 Redeemable convertible preferred stock, Series B 628 41,124,693 41,125,321 Redeemable convertible preferred stock, Series C 159 23,379,821 23,379,980 Additional paid-in capital 96,992,034 (95,980,756 ) 1,011,278 Total stockholders’ deficit 27,997,315 (95,980,756 ) (67,983,441 ) December 31, 2020 Effect of December 31, 2020 Consolidated balance sheet as of December 31, 2020 Redeemable convertible preferred stock, Series A, $0.0001 par value, 15,500,000 shares authorized; 13,204,284 issued and outstanding, redemption value of $35,959,227 as of December 31, 2020 and 2019, respectively 1,320 31,476,242 31,477,562 Redeemable convertible preferred stock, Series B, $0.0001 par value, 7,000,000 shares authorized; 6,275,704 issued and outstanding redemption value of $46,979,920 as of December 31, 2020 and 2019, respectively 628 41,124,693 41,125,321 Redeemable convertible preferred stock, Series C, $0.0001 par value, 6,800,000 shares authorized; 1,590,675 issued and outstanding redemption value of $23,499,996 as of December 31, 2020 and 2019, respectively 159 23,379,821 23,379,980 Total redeemable convertible preferred stock — 95,982,863 95,982,863 Additional paid-in capital 98,623,356 (95,980,756 ) 2,642,600 Total stockholders’ deficit 119,709 (95,980,756 ) (95,861,047 ) Consolidated statement of redeemable convertible preferred stock and stockholders’ deficit as of December 31, 2020 Redeemable convertible preferred stock, Series A 1,320 31,476,242 31,477,562 Redeemable convertible preferred stock, Series B 628 41,124,693 41,125,321 Redeemable convertible preferred stock, Series C 159 23,379,821 23,379,980 Additional paid-in capital 98,623,356 (95,980,756 ) 2,642,600 Total stockholders’ deficit 119,709 (95,980,756 ) (95,861,047 ) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of basic and diluted loss per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months For the Class A ordinary shares subject to possible redemption Numerator: Earnings attributable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 55,031 $ — Unrealized gain (loss) on marketable securities held in Trust Account — — Less: interest available to be withdrawn for payment of taxes — — Net income attributable $ 55,031 $ — Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 61,746,986 — Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ 16,179,940 $ (9,069 ) Less: Net income allocable to Class A ordinary shares subject to possible redemption (55,031 ) — Non-Redeemable $ 16,124,909 $ (9,069 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 28,815,514 15,750,000 Basic and diluted net loss per share, Non-redeemable $ 0.56 $ (0.00 ) | Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Period from (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account 181,127 Unrealized gain on marketable securities held in Trust Account 3,375 Net income allocable to shares subject to possible redemption $ 184,502 Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 63,958,721 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (25,872,350 ) Net income allocable to Class A Common stock subject to possible redemption 184,502 Non-Redeemable Net Loss $ (26,056,852 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 21,242,273 Basic and diluted net loss per share $ (1.23 ) |
Micromidas, Inc. | ||
Schedule of Cash, Cash Equivalents, and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following: March 31, 2021 December 31, 2020 Cash and cash equivalents $ 8,872,007 $ 1,309,183 Restricted cash 564,520 564,519 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows 9,436,527 1,873,703 | Cash, cash equivalents, and restricted cash consisted of the following at December 31: 2020 2019 Cash and cash equivalents $ 1,309,183 $ 3,047,208 Restricted cash 564,520 564,520 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 1,873,703 $ 3,611,728 |
Schedule of Estimated Useful Lives of Assets | The estimated useful lives of assets are as follows: Computer Equipment 3 years Office Furniture 5 years Machinery and Equipment 5 years Leasehold Improvements 1-5 years | The estimated useful lives of assets are as follows: Computer equipment 3 Years Office furniture 5 Years Machinery and equipment 5 Years Leasehold Improvements 1-5 Years |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Summary Of Assets And Laibilities Measured At Fair Value | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 724,779,404 $ 724,716,476 Liabilities: Warrant liability – Public Warrants 1 41,538,000 53,130,000 Warrant Liability – Private Placement Warrants 2 19,481,868 24,918,668 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 724,716,476 Liabilities: Warrant Liability – Public Warrants 1 53,130,000 Warrant Liability – Private Placement Warrants 2 24,918,668 |
Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ 24,918,668 $ 53,130,000 $ 78,048,668 Change in valuation (5,436,800 ) (11,592,000 ) (17,028,800 ) Fair value as of March 31, 2021 $ 19,481,868 $ 41,538,000 $ 61,019,868 | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of January 24, 2020 $ — $ — $ — Initial measurement on July 16, 2020 17,556,334 37,432,500 54,988,834 Change in valuation inputs or other 1 7,362,334 15,697,500 23,059,834 Fair value as of December 31, 2020 $ 24,918,668 $ 53,130,000 $ 78,048,668 1. Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $23,059,834 during the period from July 16, 2020 through December 31, 2020. |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Micromidas, Inc. | ||
Schedule of Property Plant and equipment | Property, plant, and equipment, net consisted of the following: March 31, 2021 December 31, 2020 Land $ 39,950 $ 39,480 Pilot plant 5,282,159 5,236,939 Lab equipment 1,959,016 1,958,290 Machinery and equipment 655,350 655,350 Computer and other equipment 295,066 294,973 Construction in process 45,277,774 43,961,280 53,509,315 52,146,312 Less accumulated depreciation and amortization (7,152,988 ) (7,042,455 ) Total property, plant, and equipment, net $ 46,356,326 $ 45,103,857 | Property, plant, and equipment consisted of the following at December 31: 2020 2019 Land $ 39,480 $ 96,267 Pilot plant 5,236,939 5,209,333 Lab equipment 1,958,290 1,957,002 Machinery and equipment 655,350 655,350 Computer and other equipment 294,973 294,806 Construction in process 43,961,280 40,929,442 52,146,312 49,142,200 Less accumulated depreciation and amortization (7,042,455 ) (6,590,670 ) Total property, plant, and equipment, net $ 45,103,857 $ 42,551,530 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) - Micromidas, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Intangible Assets | Intangible assets, net consisted of the following: March 31, 2021 December 31, 2020 Patents $ 435,096 $ 429,977 Less accumulated amortization (185,437 ) (172,305 ) $249,659 $257,672 | Intangible assets consisted of the following at December 31: 2020 2019 Patents $ 429,977 $ 420,893 Less accumulated amortization (172,305 ) (125,788 ) $ 257,672 $ 295,105 |
Schedule of Estimated Future Intangible Assets Amortization Expense | The Company’s estimated future intangible assets amortization expense is as follows: Years Ending December 31, 2021 $ 42,954 2022 42,954 2023 42,954 2024 42,954 2025 42,954 Thereafter 42,902 $ 257,672 |
REDEEMABLE CONVERTIBLE PREFER_3
REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANTS LIABILITY (Tables) - Micromidas, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Fair Value of Redeemable Convertible Preferred Stock Warrants Liability | The following schedule rolls forward the fair value of the redeemable convertible preferred stock warrants liability: March 31, 2021 December 31, 2020 Balance at beginning of the year $ 19,232,628 $ 734,830 Change in fair value of preferred stock warrants 48,109,271 18,497,798 Balance at end of the year $ 67,341,899 $ 19,232,628 | The following schedule rolls forward the fair value of the redeemable convertible preferred stock warrants liability during 2020 and 2019: 2020 2019 Balance at beginning of the year $ 734,830 $ 11,022,446 Change in fair value of preferred stock warrants 18,497,798 (10,287,616 ) Balance at end of the year $ 19,232,628 $ 734,830 |
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: December 31, 2020 Expected life (years) 3.00 Risk-free interest rate 0.17 % Expected volatility 70.00 % Dividend yield 0 % | A summary of key assumptions for determining the fair value of redeemable convertible preferred stock warrants at December 31, 2020 and 2019 include: 2020 2019 Expected life (years) 3.00 4.00 Risk-free interest rate 0.17 % 1.66 % Expected volatility 70.00 % 50.00 % Dividend yield 0 % 0 % |
REDEEMABLE CONVERTIBLE PREFER_4
REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (Tables) - Micromidas, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Common Stock Shares Reserved for Future Issuance | The Company has reserved shares of common stock for future issuances as follows: March 31, 2021 December 31, 2020 Series A preferred stock $ 13,204,284 $ 13,204,284 Series B preferred stock 6,275,704 6,275,704 Series C preferred stock 1,590,675 1,590,675 Series A preferred stock warrants 2,257,053 2,257,053 Series B preferred stock warrants 367,339 367,339 Options outstanding 3,829,351 3,885,113 $27,524,406 $27,580,168 | Common stock 2020 2019 Series A preferred stock 13,204,284 13,204,284 Series B preferred stock 6,275,704 6,275,704 Series C preferred stock 1,590,675 1,590,675 Series A preferred stock warrants 2,257,053 2,257,053 Series B preferred stock warrants 367,339 367,339 Options outstanding 3,885,113 1,041,855 27,580,168 24,736,910 |
Summary of Stock Option Activity | The following tables summarize the activity under the Stock Plan: Outstanding Weighted Weighted Average Balance at December 31, 2020 3,885,113 $ 0.40 8.30 Granted — — Exercised (55,762 ) 0.98 Forfeited / canceled — — Balance as of March 31, 2021 3,829,351 $ 0.40 8.06 Vested and expected to vest at March 31, 2021 3,438,992 | The following tables summarize the activity under the Stock Plan for 2020 and 2019: Outstanding Weighted Weighted Balance at January 1, 2019 1,049,353 $ 0.70 4.36 Granted 365,000 $ 2.56 Exercised (1,200 ) $ 2.26 Forfeited / canceled (371,298 ) $ 2.32 Balance at December 31, 2019 1,041,855 $ 0.77 3.89 Granted 2,974,895 $ 0.30 Exercised (1,376 ) $ 0.78 Forfeited / canceled (130,261 ) $ 0.90 Balance as of December 31, 2020 3,885,113 $ 0.40 8.30 Vested and expected to vest at December 31, 3,472,989 |
Schedule of Key Assumptions for Determining Fair Value of Stock Options | A summary of key assumptions for determining the fair value of stock option grants at December 31, 2020 and 2019 include: 2020 2019 Expected life (years) 6.25 6.08 Risk-free interest rate 0.38% - 0.72 % 1.53% - 2.36% Expected volatility 71.9% - 77.0 % 86.6% - 90.3% Dividend yield 0 % 0% |
INCOME TAXES (Tables)
INCOME TAXES (Tables) - Micromidas, Inc. | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of reconciliation of federal income tax rate | A reconciliation of the income tax provision to that computed by applying the statutory federal income tax rate to the income before the provision for income taxes is as follows for the years ended December 31: 2020 2019 Federal income tax benefit at statutory federal rate $ (6,363,637 ) $ (100,676 ) State income tax expense, net of federal taxes 25,306 (14,674 ) Permanent differences 3,983,030 (2,155,884 ) Valuation allowance 1,943,881 2,328,324 Foreign Rate Differential (62,730 ) (81,953 ) Stock based compensation 449,720 — Other 24,430 24,863 Total income tax expense $ — $ — |
Schedule of net deferred tax assets | Components of the Company’s net deferred tax assets at December 31 are as follows: 2020 2019 Deferred income tax assets Net operating loss carryforwards $ 18,400,304 $ 16,546,428 Other 149,027 33,011 Depreciation and amortization 113,873 139,885 Total deferred income tax assets 18,663,204 16,719,324 Valuation allowance (18,663,204 ) (16,719,324 ) Total deferred income tax assets, net of valuation allowance $ — $ — |
Schedue of income tax provision | Loss before provision for income taxes on the accompanying statement of operations and comprehensive income and loss included the following: 2020 2019 Domestic (29,162,313 ) 1,009,544 Foreign (1,140,535 ) (1,488,953 ) Total worldwide (30,302,848 ) (479,409 ) |
Description of Organization and
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jul. 16, 2022 | Feb. 16, 2021 | Jul. 16, 2020 | Nov. 30, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Feb. 28, 2021 | Sep. 30, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Entity incorporation, date of incorporation | Jan. 24, 2020 | Jan. 24, 2020 | ||||||||
Issue of common stocks, Initial public offering | 72,450,000 | |||||||||
Proceeds from Issuance of Initial Public Offering | $ 724,500,000 | |||||||||
Warrants issued, price per warrants | $ 10 | |||||||||
Proceeds from Issuance of Warrants | $ 724,500,000 | |||||||||
Transaction costs | 40,686,819 | |||||||||
Underwriting fees Paid | 14,490,000 | |||||||||
Deferred underwriting fees | 25,357,500 | $ 25,357,500 | $ 25,357,500 | |||||||
Other offering costs | $ 839,319 | |||||||||
Percentage of fair market value of target business to net assets held in the trust account | 80.00% | |||||||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15.00% | |||||||||
Percentage of timing of the company's obligation to redeem public shares before business combination | 100.00% | |||||||||
Operating bank accounts | 359,067 | 1,123,407 | $ 1,123,407 | |||||||
Accumulated deficit | $ (2,708,534) | (9,692,410) | (25,872,350) | $ (25,872,350) | $ (4,887,218) | |||||
Going Concern Consideration [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Operating bank accounts | 359,067 | |||||||||
Securities held in trust account | 725,779,404 | |||||||||
Working capital | $ 432,266 | |||||||||
Forecast | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Percentage of timing of the company's obligation to redeem public shares before business combination | 100.00% | |||||||||
Estimated costs of winding up | $ 100,000 | |||||||||
Redemption Of Common Stock [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Net tangible assets | $ 5,000,001 | |||||||||
Assets Held in Trust | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Redemption of share, price per share | $ 10 | |||||||||
Minimum | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Business combination issued and outstanding voting securities | 50.00% | |||||||||
Business combination, net tangible assets acquired | $ 5,000,001 | |||||||||
Private Placement Warrants | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Warrants issued during the period | 11,326,667 | |||||||||
Warrants issued, price per warrants | $ 1.50 | |||||||||
Proceeds from Issuance of Warrants | $ 16,990,000 | |||||||||
Zero Carbon Merger Sub Inc [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Entity incorporation, date of incorporation | Feb. 11, 2021 | |||||||||
IPO [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Issue of common stocks, Initial public offering | 35,476,667 | |||||||||
Over-Allotment Option | IPO [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Common stock shares subject to forfeiture | 9,450,000 | |||||||||
Class A ordinary shares | IPO [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Issue of common stocks, Initial public offering | 72,450,000 | |||||||||
Shares issued, price per share | $ 10 | |||||||||
Class A ordinary shares | Over-Allotment Option | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Issue of common stocks, Initial public offering | 72,450,000 | |||||||||
Micromidas, Inc. | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Entity incorporation, date of incorporation | Nov. 30, 2008 | |||||||||
Percentage of outstanding securities subject to certain assumptions of net cash balances | 42.00% | |||||||||
Percentage of outstanding securities subject to adjustment pre-closing of net cash balances | 47.00% | |||||||||
Working capital | $ 11,131,127 | 5,698,047 | $ 5,698,047 | |||||||
Accumulated deficit | (152,458,837) | $ (98,888,188) | (98,888,188) | $ (68,585,340) | ||||||
Outstanding indebtedness | $ 18,836,514 | 9,327,040 | ||||||||
Proceeds from issuance of equity | 550,000 | |||||||||
Proceeds from Canadian Government Research and Development Program | 2,662,239 | |||||||||
Proceeds from convertible bridge notes | 2,260,208 | |||||||||
Proceeds from Payroll Protection Program loan | 905,838 | |||||||||
Proceeds from additional bridge notes | $ 1,706,649 | |||||||||
Micromidas, Inc. | Consortium Agreement [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Proceeds from issuance of equity | $ 550,000 | |||||||||
Micromidas, Inc. | Convertible Notes | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Unsecured convertible notes | $ 10,000,000 | |||||||||
Micromidas, Inc. | Convertible Notes | COVID19 [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Unsecured convertible notes | $ 10,000,000 | |||||||||
Micromidas, Inc. | Merger Agreement | ||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||
Percentage of outstanding securities subject to certain assumptions of net cash balances | 42.00% | |||||||||
Percentage of outstanding securities subject to adjustment pre-closing of net cash balances | 47.00% |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Warrants In Financial Statements (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 11 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 16, 2020 | Jan. 24, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Warrant liability | $ 61,019,868 | $ 57,117,434 | $ 78,048,668 | $ 54,988,834 | ||
Additional Paid-in Capital | 14,689,698 | 9,884,554 | 30,869,475 | 7,706,287 | ||
Accumulated deficit | (9,692,410) | (4,887,218) | (25,872,350) | (2,708,534) | ||
Stockholders' Equity | $ 15,931 | 5,000,008 | 5,000,006 | $ 0 | ||
Formation and operational costs | 9,069 | 911,788 | (2,836,706) | 3,028,992 | ||
Change in fair value of warrant liability | 17,028,800 | (2,128,600) | (23,059,834) | |||
Net income(loss) | $ (9,069) | 16,179,940 | $ (4,887,218) | $ (25,872,350) | ||
Weighted average shares outstanding, Common stock subject to possible redemption | 19,148,062 | 21,242,273 | ||||
Non-cash compensation expense related to private placement warrants | $ 566,333 | $ 566,333 | ||||
Basic and diluted net income per share, Common stock subject to possible redemption | $ (0.13) | $ (1.23) | ||||
Allocation of initial public offering costs to derivative liability | $ 2,121,032 | $ 2,121,032 | ||||
Initial classification of warrant liability | 54,988,834 | 54,988,834 | ||||
Initial classification of common stock subject to possible redemption | 640,817,776 | 640,817,776 | ||||
Change in value of common stock subject to possible redemption | 16,179,938 | $ (2,178,289) | $ (23,163,420) | |||
Common Stock Subject to Mandatory Redemption [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Weighted average shares outstanding, Common stock subject to possible redemption | 64,081,778 | 63,958,721 | ||||
Basic and diluted net income per share, Common stock subject to possible redemption | $ 0 | $ 0 | ||||
Class A ordinary shares | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Class A Common Stock Subject to Possible Redemption | 633,834,294 | $ 638,639,487 | $ 617,654,356 | 640,817,776 | ||
Common stock | 909 | 859 | 1,070 | 837 | ||
Class A ordinary shares | Common Stock Subject to Mandatory Redemption [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net income(loss) | $ 55,031 | $ 184,502 | ||||
Weighted average shares outstanding, Common stock subject to possible redemption | 61,746,986 | 63,958,721 | ||||
Basic and diluted net income per share, Common stock subject to possible redemption | $ 0 | $ 0 | $ 0 | |||
Previously Reported [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Warrant liability | 0 | $ 0 | 0 | |||
Additional Paid-in Capital | 5,069,161 | 5,123,060 | 5,019,473 | |||
Accumulated deficit | (71,254) | (125,151) | (21,169) | |||
Stockholders' Equity | 5,000,010 | |||||
Formation and operational costs | (149,341) | 341,627 | ||||
Change in fair value of warrant liability | 0 | $ 0 | ||||
Net income(loss) | $ (71,254) | |||||
Weighted average shares outstanding, Common stock subject to possible redemption | 17,406,749 | 18,400,891 | ||||
Basic and diluted net income per share, Common stock subject to possible redemption | $ (0.01) | $ (0.02) | ||||
Initial classification of warrant liability | $ 0 | $ 0 | ||||
Initial classification of common stock subject to possible redemption | 695,806,610 | 695,806,610 | ||||
Change in value of common stock subject to possible redemption | (49,689) | (103,590) | ||||
Previously Reported [Member] | Class A ordinary shares | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Class A Common Stock Subject to Possible Redemption | 695,756,921 | 695,703,020 | 695,806,610 | |||
Common stock | 288 | 290 | 287 | |||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Warrant liability | 57,117,434 | 78,048,668 | 54,988,834 | |||
Additional Paid-in Capital | 4,815,393 | 25,746,415 | 2,686,814 | |||
Accumulated deficit | (4,815,964) | (25,747,199) | (2,687,365) | |||
Stockholders' Equity | (4) | |||||
Formation and operational costs | (2,687,365) | 2,687,365 | ||||
Change in fair value of warrant liability | (2,128,600) | $ (23,059,834) | ||||
Net income(loss) | $ (4,815,964) | |||||
Weighted average shares outstanding, Common stock subject to possible redemption | 1,741,313 | 2,841,382 | ||||
Non-cash compensation expense related to private placement warrants | $ 566,333 | $ 566,333 | ||||
Basic and diluted net income per share, Common stock subject to possible redemption | $ (0.12) | $ (1.21) | ||||
Allocation of initial public offering costs to derivative liability | $ 2,121,032 | $ 2,121,032 | ||||
Initial classification of warrant liability | 54,988,834 | 54,988,834 | ||||
Initial classification of common stock subject to possible redemption | (54,988,834) | (54,988,834) | ||||
Change in value of common stock subject to possible redemption | (2,128,600) | $ (23,059,830) | ||||
Revision of Prior Period, Reclassification, Adjustment [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Basic and diluted net income per share, Common stock subject to possible redemption | $ 0 | |||||
Revision of Prior Period, Reclassification, Adjustment [Member] | Class A ordinary shares | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Class A Common Stock Subject to Possible Redemption | (57,117,434) | $ (78,048,664) | (54,988,834) | |||
Common stock | $ 571 | $ 780 | $ 550 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Mar. 31, 2022CAD ($) | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Oct. 31, 2019USD ($) | |
Significant Accounting Policies [Line Items] | |||||||
Cash and cash equivalents, at carrying value | $ 0 | $ 0 | $ 0 | ||||
Weighted average number of ordinary shares outstanding | shares | 35,476,667 | ||||||
Federal depository insurance coverage | 250,000 | $ 250,000 | |||||
Stock issued during period, new issues | shares | 72,450,000 | ||||||
Impairment of long-lived assets | 0 | $ 0 | |||||
Assets | $ 725,380,284 | $ 726,060,750 | 726,060,750 | ||||
IPO [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Stock issued during period, new issues | shares | 35,476,667 | ||||||
Standby Letters of Credit [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Letter of credit | 175,700 | ||||||
Micromidas, Inc. | |||||||
Significant Accounting Policies [Line Items] | |||||||
Cash and cash equivalents, at carrying value | $ 8,872,007 | 1,309,183 | 1,309,183 | 3,047,208 | |||
Restricted cash | 75,000 | 75,000 | 75,000 | 75,000 | |||
Escrow deposit fair value | $ 1,341,725 | ||||||
Escrow deposit | 313,820 | 313,820 | 313,820 | 313,820 | |||
Reimbursement for eligible expenditure | $ 2,700,000 | ||||||
Grants receivable | 0 | 0 | 86,908 | ||||
Accretion expense | 90,267 | 30,089 | |||||
Foreign currency transaction gain(loss) | $ (3,391) | 24,460 | |||||
Number of operating segments | Segment | 1 | ||||||
Assets | 56,216,462 | 47,427,735 | $ 47,427,735 | 47,797,765 | |||
Grants received | 80,173 | $ 0 | |||||
Impairment of long lived assets | $ 0 | 0 | |||||
Number of equity incentive plans | 2 | ||||||
Accretion expense for debt issuance cost | $ 4,931 | $ 120,356 | |||||
Micromidas, Inc. | Maximum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Estimated useful lives | 5 years | 5 years | |||||
Intangible assets, estimated useful lives | 15 years | 15 years | |||||
Micromidas, Inc. | Minimum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Estimated useful lives | 3 years | 3 years | |||||
Intangible assets, estimated useful lives | 7 years | 7 years | |||||
Micromidas, Inc. | Outside United States | |||||||
Significant Accounting Policies [Line Items] | |||||||
Assets | 45,417,949 | $ 45,417,949 | $ 43,813,351 | ||||
Micromidas, Inc. | Outside United States [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Assets | $ 46,669,780 | 45,417,949 | $ 45,417,949 | ||||
Micromidas, Inc. | Forecast | Maximum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Reimbursement for eligible expenditure | $ 2,700,000 | ||||||
Micromidas, Inc. | Standby Letters of Credit [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Letter of credit, description | 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. | 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. | |||||
Letter of credit | $ 175,700 | $ 175,700 | $ 175,700 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Summary of Basic and Diluted Loss Per Ordinary Share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 11 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | ||||
Interest earned on marketable securities held in Trust Account | $ 62,928 | $ 212,516 | ||
Unrealized gain (loss) on marketable securities held in Trust Account | 3,960 | |||
Net income allocable to shares subject to possible redemption | $ (9,069) | $ 16,179,940 | $ (4,887,218) | $ (25,872,350) |
Basic and diluted weighted average shares outstanding | 19,148,062 | 21,242,273 | ||
Basic and diluted net income (loss) per share | $ (0.13) | $ (1.23) | ||
Common Stock Subject to Mandatory Redemption [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Basic and diluted weighted average shares outstanding | 64,081,778 | 63,958,721 | ||
Basic and diluted net income (loss) per share | $ 0 | $ 0 | ||
Non Redeemable Common Stock [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Basic and diluted weighted average shares outstanding | 15,750,000 | 28,815,514 | ||
Basic and diluted net income (loss) per share | $ 0 | $ 0.56 | ||
Class A ordinary shares | Common Stock Subject to Mandatory Redemption [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Interest earned on marketable securities held in Trust Account | $ 55,031 | $ 181,127 | ||
Unrealized gain (loss) on marketable securities held in Trust Account | 0 | 3,375 | ||
Net income allocable to shares subject to possible redemption | $ 55,031 | $ 184,502 | ||
Basic and diluted weighted average shares outstanding | 61,746,986 | 63,958,721 | ||
Basic and diluted net income (loss) per share | $ 0 | $ 0 | $ 0 | |
Class A ordinary shares | Non Redeemable Common Stock [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Net income allocable to shares subject to possible redemption | $ (9,069) | $ 16,179,940 | $ (25,872,350) | |
Less: Net income allocable to Class A ordinary shares subject to possible redemption | (55,031) | 184,502 | ||
Non-Redeemable Net Loss | $ (9,069) | $ 16,124,909 | $ (26,056,852) | |
Basic and diluted weighted average shares outstanding | 15,750,000 | 28,815,514 | 21,242,273 | |
Basic and diluted net income (loss) per share | $ 0 | $ 0.56 | $ (1.23) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Jul. 16, 2022 | Jul. 16, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Issue of common stocks, Initial public offering | 72,450,000 | |||
Public Warrants | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants | $ 11.50 | |||
IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Issue of common stocks, Initial public offering | 35,476,667 | |||
IPO [Member] | Class A ordinary shares | ||||
Class of Stock [Line Items] | ||||
Issue of common stocks, Initial public offering | 72,450,000 | |||
Share issue price | $ 10 | |||
Over-Allotment Option | Class A ordinary shares | ||||
Class of Stock [Line Items] | ||||
Issue of common stocks, Initial public offering | 9,450,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | Jul. 16, 2020USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Proceeds from issue of warrants | $ | $ 724,500,000 |
Warrants issued, price per warrants | $ 10 |
Sponsor | |
Class of Warrant or Right [Line Items] | |
Proceeds from issue of warrants | $ | $ 16,990,000 |
Exercise price of warrants | $ 11.50 |
Warrants issued during the period | shares | 11,326,667 |
Warrants issued, price per warrants | $ 1.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jul. 14, 2020 | Jul. 13, 2020 | Feb. 04, 2020 | Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 13, 2020 |
Related Party Transaction [Line Items] | |||||||
Repayment of notes payable to related party current | $ 215,215 | $ 215,215 | |||||
Debt instrument convertible portion | $ 1,500,000 | $ 1,500,000 | |||||
Debt instrument conversion price per unit | $ 1.50 | $ 1.50 | |||||
Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of founder shares to total issued and outstanding shares | 20.00% | 20.00% | |||||
Sponsor | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument face value | $ 300,000 | ||||||
Sponsor | Administrative Services | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction amounts of transaction | $ 25,000 | $ 0 | $ 75,000 | $ 137,500 | |||
Sponsor | Offering Costs | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction amounts of transaction | $ 25,000 | $ 25,000 | |||||
Sponsor | Founder Shares | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during the period for services | 11,500,000 | ||||||
Common stock shares outstanding | 18,112,500 | ||||||
Common stock shares subject to forfeiture | 2,362,500 | 2,362,500 | |||||
Share transfer, trigger price price per share | $ 12 | $ 12 | |||||
Number of consecutive trading days for determining share price | 20 days | 20 days | |||||
Number of trading days for determining share price | 30 days | 30 days |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | Feb. 16, 2021USD ($)Trading_Days$ / sharesshares | Sep. 30, 2020USD ($) | Jul. 16, 2020USD ($) | Mar. 03, 2021USD ($) | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 13, 2020 |
Percentage of holders entitled to make demands | 20.00% | ||||||
Underwriting fee, per unit | $ / shares | $ 0.35 | $ 0.35 | |||||
Deferred underwriting fees | $ | $ 25,357,500 | $ 25,357,500 | $ 25,357,500 | ||||
Deferred compensation expense for services rendered | $ | $ 450,000 | ||||||
Issue of common stocks, Initial public offering | 72,450,000 | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ | $ 710,010,000 | ||||||
Subsequent Event | |||||||
Deferred compensation expense for services rendered | $ | $ 450,000 | ||||||
Acquisition Support Agreement | |||||||
Deferred compensation expense for services rendered | $ | $ 215,000 | ||||||
Deferred interest rate on fees | 8.00% | ||||||
Merger Agreement | |||||||
Business acquisition, equity interest issued or issuable, number of shares | 78,213,000 | ||||||
Merger Agreement | Subsequent Event | |||||||
Business acquisition, equity interest issued or issuable, number of shares | 78,213,000 | ||||||
Earnout Consideration | Merger Agreement | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Additional Number of Shares | 25,000,000 | ||||||
Earnout Consideration | Merger Agreement | Subsequent Event | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Additional Number of Shares | 25,000,000 | ||||||
Subscription Agreements | Investor | |||||||
Issue of common stocks, Initial public offering | 20,000,000 | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ | $ 200,000,000 | ||||||
Subscription Agreements | Investor | Subsequent Event | |||||||
Issue of common stocks, Initial public offering | 20,000,000 | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ | $ 200,000,000 | ||||||
Sponsor Letter Agreement | Class B ordinary shares | |||||||
Shares subject to vesting and forfeiture provisions | 4,500,000 | ||||||
Sponsor Letter Agreement | Class B ordinary shares | Subsequent Event | |||||||
Shares subject to vesting and forfeiture provisions | 4,500,000 | ||||||
Share Price Greater Than Or Equals To Dollar Twelve | Lockup Agreement | |||||||
Share Transfer Restrictions, Lock In Period | 365 days | ||||||
Share transfer restrictions, trigger price per share | $ / shares | $ 12 | ||||||
Share Transfer Restrictions, Threshold Consecutive Trading Days | Trading_Days | 20 | ||||||
Share transfer restrictions, threshold trading days | Trading_Days | 30 | ||||||
Share Transfer Restrictions, Threshold Number Of Days After Closing Of Business Combination | 150 days | ||||||
Share Price Greater Than Or Equals To Dollar Twelve | Lockup Agreement | Subsequent Event | |||||||
Share Transfer Restrictions, Lock In Period | 365 days | ||||||
Share transfer restrictions, trigger price per share | $ / shares | $ 12 | ||||||
Share Transfer Restrictions, Threshold Consecutive Trading Days | Trading_Days | 20 | ||||||
Share transfer restrictions, threshold trading days | Trading_Days | 30 | ||||||
Share Transfer Restrictions, Threshold Number Of Days After Closing Of Business Combination | 150 days |
Shareholder' s Equity - Additio
Shareholder' s Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | 11 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Jan. 24, 2020 | |
Class of Stock [Line Items] | |||
Preferred shares authorised | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Percentage of the common stock outstanding when common stock is converted from class to another | 20.00% | 20.00% | |
Share price | $ 9.20 | $ 9.20 | |
Public Warrants | |||
Class of Stock [Line Items] | |||
Term of warrants | 5 years | 5 years | |
Private Warrant | |||
Class of Stock [Line Items] | |||
Warrant instrument redemption threshold consecutive trading days | 20 days | ||
Share price | $ 12 | ||
Minimum lock In period required for warrant exercise from the date of business combination | 30 days | 365 days | |
Number of days for a particular event to get over for determining trading period | 150 days | ||
Minimum | |||
Class of Stock [Line Items] | |||
Class of warrants, exercise price adjustment percentage | 115.00% | 115.00% | |
Maximum | |||
Class of Stock [Line Items] | |||
Class of warrants, exercise price adjustment percentage | 180.00% | 180.00% | |
Event Triggering Warrant Redemption When The Share Issue Price Is Less Than The Threshold | |||
Class of Stock [Line Items] | |||
Percentage of capital raised for business combination to total equity proceeds | 60.00% | 60.00% | |
Number of trading days for determining volume weighted average share price | 20 days | 20 days | |
Share Trigger Price One | |||
Class of Stock [Line Items] | |||
Warrant instrument redemption threshold consecutive trading days | 30 days | 20 days | |
Warrant instrument redemption threshold trading days | 20 days | 30 days | |
Share Trigger Price One | Public Warrants | |||
Class of Stock [Line Items] | |||
Class of warrants redemption notice period | 30 days | 30 days | |
Class of warrants redemption price per unit | $ 0.01 | $ 0.01 | |
Share Trigger Price Two | Public Warrants | |||
Class of Stock [Line Items] | |||
Class of warrants redemption notice period | 30 days | ||
Class of warrants redemption price per unit | $ 0.10 | $ 0.10 | |
Class A ordinary shares | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 9,091,005 | 10,703,014 | |
Common stock, shares outstanding | 9,091,005 | 10,703,014 | |
Temporary Equity, shares outstanding | 63,358,995 | 61,746,986 | |
Common stock description of voting rights | One vote for each share | one vote for each share | |
Class A ordinary shares | Share Trigger Price One | |||
Class of Stock [Line Items] | |||
Share redemption trigger price per share | $ 18 | $ 18 | |
Class A ordinary shares | Share Trigger Price Two | |||
Class of Stock [Line Items] | |||
Share redemption trigger price per share | $ 10 | $ 10 | |
Class B ordinary shares | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 18,112,500 | 18,112,500 | |
Common stock, shares outstanding | 18,112,500 | 18,112,500 | |
Common stock description of voting rights | One vote for each share. | one vote for each share |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 16, 2020 |
Liabilities: | ||||
Warrant liability | $ 61,019,868 | $ 78,048,668 | $ 57,117,434 | $ 54,988,834 |
Fair Value, Recurring [Member] | ||||
Assets: | ||||
Marketable securities held in Trust Account | 724,779,404 | 724,716,476 | ||
Fair Value, Recurring [Member] | Public Warrants | ||||
Liabilities: | ||||
Warrant liability | 41,538,000 | 53,130,000 | ||
Fair Value, Recurring [Member] | Private Placement Warrants | ||||
Liabilities: | ||||
Warrant liability | $ 19,481,868 | $ 24,918,668 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Warrant Liabilities Measured at Fair Value (Detail) - Fair Value, Recurring [Member] - USD ($) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of Beginning | $ 78,048,668 | |
Initial measurement on July 16, 2020 | $ 54,988,834 | |
Change in valuation | (17,028,800) | 23,059,834 |
Fair value as of Ending | 61,019,868 | 78,048,668 |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of Beginning | 24,918,668 | |
Initial measurement on July 16, 2020 | 17,556,334 | |
Change in valuation | (5,436,800) | 7,362,334 |
Fair value as of Ending | 19,481,868 | 24,918,668 |
Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of Beginning | 53,130,000 | |
Initial measurement on July 16, 2020 | 37,432,500 | |
Change in valuation | (11,592,000) | 15,697,500 |
Fair value as of Ending | $ 41,538,000 | $ 53,130,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Reconciliation of Warrant Liabilities Measured at Fair Value (Parenthetical) (Detail) | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 | $ 23,059,834 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Feb. 16, 2021USD ($)Trading_Days$ / sharesshares | Feb. 28, 2021USD ($)shares | Jan. 31, 2021USD ($)shares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Subsequent Event [Line Items] | ||||||||
Issue of common stocks, Initial public offering | 72,450,000 | |||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ | $ 710,010,000 | |||||||
Subscription Agreements | Investor | ||||||||
Subsequent Event [Line Items] | ||||||||
Issue of common stocks, Initial public offering | 20,000,000 | |||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ | $ 200,000,000 | |||||||
Sponsor Letter Agreement | Class B ordinary shares | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares subject to vesting and forfeiture provisions | 4,500,000 | |||||||
Share Price Greater Than Or Equals To Dollar Twelve | Lockup Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Share Transfer Restrictions, Lock In Period | 365 days | |||||||
Share transfer restrictions, trigger price per share | $ / shares | $ 12 | |||||||
Share Transfer Restrictions, Threshold Consecutive Trading Days | Trading_Days | 20 | |||||||
Share transfer restrictions, threshold trading days | Trading_Days | 30 | |||||||
Share Transfer Restrictions, Threshold Number Of Days After Closing Of Business Combination | 150 days | |||||||
Micromidas, Inc. | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ | $ 54,622 | $ 1,073 | $ 1,073 | $ 2,716 | ||||
Merger Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Business acquisition, equity interest issued or issuable, number of shares | 78,213,000 | |||||||
Merger Agreement | Earnout Consideration | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Additional Number of Shares | 25,000,000 | |||||||
Subsequent Event | Subscription Agreements | Investor | ||||||||
Subsequent Event [Line Items] | ||||||||
Issue of common stocks, Initial public offering | 20,000,000 | |||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ | $ 200,000,000 | |||||||
Subsequent Event | Sponsor Letter Agreement | Class B ordinary shares | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares subject to vesting and forfeiture provisions | 4,500,000 | |||||||
Subsequent Event | Share Price Greater Than Or Equals To Dollar Twelve | Lockup Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Share Transfer Restrictions, Lock In Period | 365 days | |||||||
Share transfer restrictions, trigger price per share | $ / shares | $ 12 | |||||||
Share Transfer Restrictions, Threshold Consecutive Trading Days | Trading_Days | 20 | |||||||
Share transfer restrictions, threshold trading days | Trading_Days | 30 | |||||||
Share Transfer Restrictions, Threshold Number Of Days After Closing Of Business Combination | 150 days | |||||||
Subsequent Event | Earnout Consideration | VWAP Greater Than Or Equals To Dollar Fifteen | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Acquisition, Earnout Shares Issuance Ratio | 33.33 | |||||||
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares | $ / shares | $ 15 | |||||||
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares | 10 days | |||||||
Business Acquisition, Earnout Shares Issuance Term | 3 years | |||||||
Subsequent Event | Earnout Consideration | VWAP Greater Than Or Equals To Dollar Twenty | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Acquisition, Earnout Shares Issuance Ratio | 33.33 | |||||||
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares | $ / shares | $ 20 | |||||||
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares | 10 days | |||||||
Business Acquisition, Earnout Shares Issuance Term | 4 years | |||||||
Subsequent Event | Earnout Consideration | VWAP Greater Than Or Equals To Dollar Twenty Five | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Acquisition, Earnout Shares Issuance Ratio | 33.33 | |||||||
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares | $ / shares | $ 25 | |||||||
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares | 10 days | |||||||
Business Acquisition, Earnout Shares Issuance Term | 5 years | |||||||
Subsequent Event | Micromidas, Inc. | Bridge Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt maturity date | Sep. 30, 2021 | |||||||
Debt conversion provision, percentage of cash price paid per share | 70.00% | |||||||
SPAC Transaction value | $ | $ 700,000,000 | |||||||
Bridge Notes, amended conversion feature | 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 $50,000,000 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 $700,000,000. | |||||||
Subsequent Event | Micromidas, Inc. | Bridge Notes | Minimum | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt conversion provision, number of preferred stock to be issued | 50,000,000 | |||||||
Subsequent Event | Micromidas, Inc. | Convertible Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt maturity date | Sep. 30, 2021 | |||||||
Debt conversion provision, percentage of cash price paid per share | 80.00% | |||||||
Convertible Notes issued | $ | $ 10,000,000 | |||||||
Debt, interest rate | 8.00% | |||||||
Change of control, percentage of Outstanding Principal Equals to Interest and Repayment Premium | 100.00% | |||||||
Subsequent Event | Micromidas, Inc. | Convertible Notes | Minimum | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt conversion provision, number of preferred stock to be issued | 50,000,000 | |||||||
Subsequent Event | Merger Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Business acquisition, equity interest issued or issuable, number of shares | 78,213,000 | |||||||
Subsequent Event | Merger Agreement | Earnout Consideration | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Additional Number of Shares | 25,000,000 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - $ / shares | 3 Months Ended | 11 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Jan. 24, 2020 | |
Class of Stock [Line Items] | |||
Share price | $ 9.20 | $ 9.20 | |
Maximum | |||
Class of Stock [Line Items] | |||
Class of warrants, exercise price adjustment percentage | 180.00% | 180.00% | |
Minimum | |||
Class of Stock [Line Items] | |||
Class of warrants, exercise price adjustment percentage | 115.00% | 115.00% | |
Share Trigger Price One | |||
Class of Stock [Line Items] | |||
Warrant instrument redemption threshold trading days | 20 days | 30 days | |
Warrant instrument redemption threshold consecutive trading days | 30 days | 20 days | |
Share Trigger Price One | Class A ordinary shares | |||
Class of Stock [Line Items] | |||
Share redemption trigger price per share | $ 18 | $ 18 | |
Share Trigger Price Two | Class A ordinary shares | |||
Class of Stock [Line Items] | |||
Share redemption trigger price per share | $ 10 | $ 10 | |
Event Triggering Warrant Redemption When The Share Issue Price Is Less Than The Threshold | |||
Class of Stock [Line Items] | |||
Number of trading days for determining volume weighted average share price | 20 days | 20 days | |
Percentage of capital raised for business combination to total equity proceeds | 60.00% | 60.00% | |
Public Warrants | |||
Class of Stock [Line Items] | |||
Term of warrants | 5 years | 5 years | |
Public Warrants | Share Trigger Price One | |||
Class of Stock [Line Items] | |||
Class of warrants redemption price per unit | $ 0.01 | $ 0.01 | |
Class of warrants redemption notice period | 30 days | 30 days | |
Public Warrants | Share Trigger Price Two | |||
Class of Stock [Line Items] | |||
Class of warrants redemption price per unit | $ 0.10 | $ 0.10 | |
Class of warrants redemption notice period | 30 days | ||
Private Warrant | |||
Class of Stock [Line Items] | |||
Minimum lock In period required for warrant exercise from the date of business combination. | 30 days | 365 days | |
Warrant instrument redemption threshold consecutive trading days | 20 days | ||
Share price | $ 12 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Schedule of Condensed Financial Statements - Balance Sheet (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 16, 2020 | Mar. 31, 2020 | Jan. 24, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Additional Paid-in Capital | $ 14,689,698 | $ 30,869,475 | $ 9,884,554 | $ 7,706,287 | ||||
Total stockholders' deficit | 5,000,008 | 5,000,006 | $ 15,931 | $ 0 | ||||
Previously Reported [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Additional Paid-in Capital | 5,123,060 | 5,069,161 | 5,019,473 | |||||
Total stockholders' deficit | 5,000,010 | |||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Additional Paid-in Capital | 25,746,415 | $ 4,815,393 | $ 2,686,814 | |||||
Total stockholders' deficit | (4) | |||||||
Micromidas, Inc. | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Total redeemable convertible preferred stock | 95,982,863 | 95,982,863 | $ 95,982,863 | |||||
Additional Paid-in Capital | 3,324,197 | 2,642,600 | 1,011,278 | |||||
Total stockholders' deficit | (148,283,939) | (95,861,047) | (73,142,653) | (67,983,441) | $ (69,297,462) | |||
Micromidas, Inc. | Previously Reported [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Additional Paid-in Capital | 98,623,356 | 96,992,034 | ||||||
Total stockholders' deficit | 119,709 | 27,997,315 | ||||||
Micromidas, Inc. | Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Total redeemable convertible preferred stock | 95,980,756 | 95,982,863 | ||||||
Additional Paid-in Capital | (95,980,756) | (95,980,756) | ||||||
Total stockholders' deficit | (95,980,756) | (95,980,756) | ||||||
Micromidas, Inc. | Redeemable Convertible Preferred Stock Series A | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Redeemable convertible preferred stock,value | 31,477,562 | 31,477,562 | 31,477,562 | 31,477,562 | 31,477,562 | |||
Micromidas, Inc. | Redeemable Convertible Preferred Stock Series A | Previously Reported [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Redeemable convertible preferred stock,value | 1,320 | 1,320 | ||||||
Micromidas, Inc. | Redeemable Convertible Preferred Stock Series A | Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Redeemable convertible preferred stock,value | 31,476,242 | 31,476,242 | ||||||
Micromidas, Inc. | Redeemable Convertible Preferred Stock Series B | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Redeemable convertible preferred stock,value | 41,125,321 | 41,125,321 | 41,125,321 | 41,125,321 | 41,125,321 | |||
Micromidas, Inc. | Redeemable Convertible Preferred Stock Series B | Previously Reported [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Redeemable convertible preferred stock,value | 628 | 628 | ||||||
Micromidas, Inc. | Redeemable Convertible Preferred Stock Series B | Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Redeemable convertible preferred stock,value | 41,124,693 | 41,124,693 | ||||||
Micromidas, Inc. | Redeemable Convertible Preferred Stock Series C | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Redeemable convertible preferred stock,value | $ 23,379,980 | 23,379,980 | $ 23,379,980 | 23,379,980 | $ 23,379,980 | |||
Micromidas, Inc. | Redeemable Convertible Preferred Stock Series C | Previously Reported [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Redeemable convertible preferred stock,value | 159 | 159 | ||||||
Micromidas, Inc. | Redeemable Convertible Preferred Stock Series C | Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Redeemable convertible preferred stock,value | $ 23,379,821 | $ 23,379,821 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Schedule of Condensed Financial Statements - Balance Sheet (Parenthetical) (Detail) - Micromidas, Inc. - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Redeemable Convertible Preferred Stock Series A | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Temporary Equity, shares authorized | 15,500,000 | 15,500,000 | 15,500,000 | ||
Temporary Equity, shares issued | 13,204,284 | 13,204,284 | 13,204,284 | ||
Temporary Equity, shares outstanding | 13,204,284 | 13,204,284 | 13,204,284 | 13,204,284 | 13,204,284 |
Redeemable convertible preferred stock, redemption value | $ 35,959,227 | $ 35,959,227 | $ 35,959,227 | ||
Redeemable Convertible Preferred Stock Series B | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Temporary Equity, shares authorized | 7,000,000 | 7,000,000 | 7,000,000 | ||
Temporary Equity, shares issued | 6,275,704 | 6,275,704 | 6,275,704 | ||
Temporary Equity, shares outstanding | 6,275,704 | 6,275,704 | 6,275,704 | 6,275,704 | 6,275,704 |
Redeemable convertible preferred stock, redemption value | $ 46,979,920 | $ 46,979,920 | $ 46,979,920 | ||
Redeemable Convertible Preferred Stock Series C | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Temporary Equity, shares authorized | 6,800,000 | 6,800,000 | 6,800,000 | ||
Temporary Equity, shares issued | 1,590,675 | 1,590,675 | 1,590,675 | ||
Temporary Equity, shares outstanding | 1,590,675 | 1,590,675 | 1,590,675 | 1,590,675 | 1,590,675 |
Redeemable convertible preferred stock, redemption value | $ 23,499,996 | $ 23,499,996 | $ 23,499,996 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 359,067 | $ 1,123,407 | |||
Micromidas, Inc. | |||||
Cash and cash equivalents | 8,872,007 | 1,309,183 | $ 3,047,208 | ||
Restricted cash | 564,520 | 564,520 | 564,520 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 9,436,527 | $ 1,873,703 | $ 3,535,880 | $ 3,611,728 | $ 13,247,015 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Detail) - Micromidas, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Office Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Leasehold Improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 1 year | 1 year |
Leasehold Improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Property Plant and Equipment Ne
Property Plant and Equipment Net - Schedule of Property Plant and Equipment (Detail) (Detail) - Micromidas, Inc. - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 53,509,315 | $ 52,146,312 | $ 49,142,200 |
Less accumulated depreciation and amortization | (7,152,988) | (7,042,455) | (6,590,670) |
Total property, plant, and equipment, net | 46,356,326 | 45,103,857 | 42,551,530 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 39,950 | 39,480 | 96,267 |
Pilot Plant | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 5,282,159 | 5,236,939 | 5,209,333 |
Lab Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,959,016 | 1,958,290 | 1,957,002 |
Machinery and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 655,350 | 655,350 | 655,350 |
Computer And Other Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 295,066 | 294,973 | 294,806 |
Construction in Progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 45,277,774 | $ 43,961,280 | $ 40,929,442 |
Property Plant and Equipment -
Property Plant and Equipment - Additional Information (Detail) (Detail) - Micromidas, Inc. - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 103,894 | $ 100,313 | $ 437,399 | $ 601,464 |
Capitalized interest cost | $ 780,237 | $ 719,890 | $ 442,301 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - Micromidas, Inc. - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Patents | $ 435,096 | $ 429,977 | $ 420,893 |
Less accumulated amortization | (185,437) | (172,305) | (125,788) |
Intangible assets, net | $ 249,659 | $ 257,672 | $ 295,105 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - Micromidas, Inc. - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets weighted average useful life | 9 years 10 months 13 days | 9 years 10 months 13 days | ||
Amortization expense | $ 11,018 | $ 3,962 | $ 41,956 | $ 44,292 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Future Intangible Assets Amortization Expense (Detail) - Micromidas, Inc. - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
2021 | $ 42,954 | ||
2022 | 42,954 | ||
2023 | 42,954 | ||
2024 | 42,954 | ||
2025 | 42,954 | ||
Thereafter | 42,902 | ||
Intangible assets, net | $ 249,659 | $ 257,672 | $ 295,105 |
Consortium Agreement - Addition
Consortium Agreement - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2018 | Dec. 31, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | $ 450,000 | $ 0 | $ 550,000 | $ 0 |
Offtake Arrangements - Addition
Offtake Arrangements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangements [Abstract] | ||
Accrued interest | $ 10,757,361 | $ 10,706,147 |
Liquidated damages | $ 856,080 | $ 856,080 |
Debt - Additional Information (
Debt - Additional Information (Detail) - Micromidas, Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Nov. 30, 2019 | May 31, 2019 | Nov. 30, 2016 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Line Items] | |||||||||
Prepayment from stockholder | $ 5,000,000 | ||||||||
Debt instrument, increase, accrued interest | $ 189,169 | ||||||||
Total debt outstanding | $ 5,189,169 | $ 5,189,169 | $ 5,189,169 | ||||||
Other liabilities, long-term [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, increase, accrued interest | 340,035 | 294,630 | 113,009 | ||||||
Unsecured Convertible Notes [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Debt instrument, maturity date | Sep. 30, 2021 | ||||||||
Debt issuance costs | 14,793 | ||||||||
Debt conversion, converted instrument, amount | $ 50,000,000 | ||||||||
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 $50,000,000 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 | $ 10,000,000 | ||||||||
Promissory Note [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, interest rate | 350.00% | ||||||||
Debt instrument, maturity date | Dec. 31, 2021 | ||||||||
Long-term debt, maturity, December 20, 2024 | 2,204,733 | 2,204,733 | |||||||
Long-term debt, maturity, December 19, 2025 | 2,139,611 | 2,139,611 | |||||||
Long-term debt, maturity, December 18, 2026 | 2,069,806 | 2,069,806 | |||||||
Bridge Notes [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 6,000,000 | ||||||||
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 | 4,966,857 | 3,260,208 | 1,000,000 | ||||||
Debt issuance costs | 0 | 90,267 | |||||||
Debt Instrument, discount | $ 14,088 | $ 28,175 | $ 128,875 | ||||||
Debt conversion, converted instrument, amount | $ 50,000,000 | ||||||||
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 $50,000,000 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 $700,000,000. | ||||||||
SPAC transaction | $ 700,000,000 | ||||||||
Pay Check Protection Program [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Unsecured loan | $ 905,838 | ||||||||
Debt instrument, term | 2 years | ||||||||
Debt instrument, interest rate | 1.00% |
Derivative Liability - Addition
Derivative Liability - Additional Information (Detail) - Micromidas, Inc. - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Liabilities [Line Items] | ||||
Derivative loss | $ 391,251 | $ 1,088,136 | $ 0 | |
Derivative liability | 3,826,231 | $ 1,238,511 | $ 150,375 | |
Derivative gain | $ 2,669 | |||
Increase in derivative liability | $ 2,196,469 | $ 0 |
Other Liabilities, Long-term _2
Other Liabilities, Long-term and Related Party Other Liabilities, Long-term - Additional Information (Detail) - Micromidas, Inc. - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | May 31, 2019 | Nov. 30, 2016 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Liabilities [Line Items] | ||||||
Prepayment from stockholder | $ 5,000,000 | |||||
Debt instrument, accrued interest | $ 189,169 | |||||
Stockholder [Member] | ||||||
Other Liabilities [Line Items] | ||||||
Other long-term debt | $ 5,105,055 | $ 5,105,055 | $ 5,000,000 | |||
Prepayment from stockholder | $ 5,000,000 | |||||
Repayment period | 5 years | |||||
Amount of repayment under prepayment agreement | $ 7,500,000 | |||||
Repayment percentage of prepayment agreement amount | 150.00% | |||||
Loan facility interest rate | 0.25% | 2.16% | 2.16% | |||
Loan facility term | 5 years | |||||
Debt instrument, accrued interest | $ 123,102 | $ 117,293 | 42,462 | |||
Prepayment Agreement [Member] | ||||||
Other Liabilities [Line Items] | ||||||
Other long-term debt | $ 5,000,000 | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | ||
Percentage of prepayment applied against future purchases | 100.00% | |||||
Period of customer capacity reservation | 10 years | |||||
Prepayment Agreement [Member] | Installment One [Member] | ||||||
Other Liabilities [Line Items] | ||||||
Debt instrument periodic payment | $ 2,500,000 | |||||
Date of payment of prepayment agreement | 2019-10 | |||||
Prepayment Agreement [Member] | Installment Two [Member] | ||||||
Other Liabilities [Line Items] | ||||||
Debt instrument periodic payment | $ 2,500,000 | |||||
Period of payment of prepayment agreement | 30 days |
Canadian Government Research _2
Canadian Government Research and Development Program Liability - Additional Information (Detail) - Micromidas, Inc. | 1 Months Ended | ||||
Apr. 30, 2019USD ($) | Apr. 30, 2019CAD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Schedule Of Research And Development [Line Items] | |||||
Lesser eligible costs, percentage | 22.14% | 22.14% | |||
Date of receive funding for eligible expenditures | Mar. 31, 2023 | Mar. 31, 2023 | |||
lesser eligible costs | $ 23,000,000 | ||||
Funding repayment period | 15 years | 15 years | |||
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 $500,000,000 (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. | 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 $500,000,000 (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. | |||
Commercial plants constructed and operational period | 30 months | 30 months | |||
Funding liability | $ 6,270,836 | $ 6,197,053 | $ 3,534,814 | ||
CANADA | |||||
Schedule Of Research And Development [Line Items] | |||||
Minimum costs of commercial plants | $ 500,000,000 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock Warrants Liability - Additional Information (Detail) - Micromidas, Inc. - $ / shares | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2019 | Apr. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | Mar. 31, 2021 | Dec. 31, 2020 | |
Series A Preferred Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued | 122,400 | |||||||
Warrants exercise price | $ 2.7233 | |||||||
Warrants expiration period | 2036-04 | |||||||
Warrants outstanding | 2,257,053 | 2,257,053 | ||||||
Series A Preferred Stock Warrants | Warrant Issued Two Thousand Twelve | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued | 1,000,000 | |||||||
Warrants exercise price | $ 2.7233 | |||||||
Warrants exercise period | 10 years | |||||||
Warrants exercise period, extended | 10 years | |||||||
Warrants contractual exercise period | 2032-10 | |||||||
Series A Preferred Stock Warrants | Warrant Issued Two Thousand Fifteen | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued | 1,134,653 | |||||||
Warrants exercise price | $ 2.7233 | |||||||
Warrants exercise period | 10 years | |||||||
Warrants exercise period, extended | 10 years | |||||||
Warrants contractual exercise period | 2035-10 | |||||||
Series B Preferred Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued | 35,412 | 331,927 | ||||||
Warrants exercise price | $ 7.486 | $ 7.486 | ||||||
Warrants outstanding | 367,339 | 367,339 | ||||||
Series B Preferred Stock Warrants | Minimum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants expiration period | 2036-06 | 2026-06 | ||||||
Series B Preferred Stock Warrants | Maximum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants expiration period | 2037-01 | 2026-07 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock Warrants Liability - Schedule of Fair Value of Redeemable Convertible Preferred Stock Warrants Liability (Detail) - Micromidas, Inc. - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | |||
Change in fair value of preferred stock warrants | $ 48,109,271 | $ 18,497,798 | $ (10,287,616) |
Redeemable Convertible Preferred Stock Warrants | |||
Class of Warrant or Right [Line Items] | |||
Balance at beginning of the year | 19,232,628 | 734,830 | 11,022,446 |
Change in fair value of preferred stock warrants | 48,109,271 | 18,497,798 | (10,287,616) |
Balance at end of the year | $ 67,341,899 | $ 19,232,628 | $ 734,830 |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Stock Warrants Liability - Summary of Key Assumptions for Determining Fair Value of Redeemable Convertible Preferred Stock Warrants (Detail) - Micromidas, Inc. - Redeemable Convertible Preferred Stock Warrants | Dec. 31, 2020 | Dec. 31, 2019 |
Expected Life (Years) | ||
Class of Warrant or Right [Line Items] | ||
Fair value measurements inputs | 3 | 4 |
Risk-Free Interest Rate | ||
Class of Warrant or Right [Line Items] | ||
Fair value measurements inputs | 0.0017 | 0.0166 |
Expected Volatility | ||
Class of Warrant or Right [Line Items] | ||
Fair value measurements inputs | 0.7000 | 0.5000 |
Dividend Yield | ||
Class of Warrant or Right [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Redeemable Convertible Prefer_8
Redeemable Convertible Preferred Stock and Stockholders' Deficit - Schedule of Common Stock Shares Reserved for Future Issuance (Detail) - Micromidas, Inc. - shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Total shares of common stock reserved for future issuance | 27,524,406 | 27,580,168 | 24,736,910 |
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved for future issuance | 13,204,284 | 13,204,284 | 13,204,284 |
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved for future issuance | 6,275,704 | 6,275,704 | 6,275,704 |
Series C Preferred Stock | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved for future issuance | 1,590,675 | 1,590,675 | 1,590,675 |
Series A Preferred Stock Warrants | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved for future issuance | 2,257,053 | 2,257,053 | 2,257,053 |
Series B Preferred Stock Warrants | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved for future issuance | 367,339 | 367,339 | 367,339 |
Share-based Payment Arrangement, Option [Member] | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved for future issuance | 3,829,351 | 3,885,113 | 1,041,855 |
Redeemable Convertible Prefer_9
Redeemable Convertible Preferred Stock and Stockholders' Deficit - Additional Information (Detail) | Feb. 16, 2021shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||
Stock issue price | $ / shares | $ 9.20 | $ 9.20 | |||
Micromidas, Inc. | |||||
Class of Stock [Line Items] | |||||
Common stock, entitled votes per share | 1 | 1 | |||
Common stock shares reserved | 27,524,406 | 27,580,168 | 24,736,910 | ||
Stock Option available for grant | 1,199,029 | 1,199,029 | 1,050,813 | ||
Stock Option, exercisable | 1,083,619 | 1,016,289 | 1,019,305 | ||
Stock Option, aggregate intrinsic value | $ | $ 57,670,897 | $ 16,067,662 | |||
Stock options granted, weighted average grant date fair value | $ / shares | $ 7.24 | $ 0.43 | |||
Fair value of options granted | $ | $ 11,547,389 | $ 156,087 | |||
Stock options issued during the period | 2,974,895 | 365,000 | |||
Stock compensation expense | $ | 626,981 | $ 9,026 | $ 1,630,249 | $ 43,765 | |
Stock compensation not yet recognized | $ | $ 9,267,930 | $ 8,345,850 | |||
Stock compensation not yet recognized, vesting period | 4 years | 4 years | |||
Micromidas, Inc. | General and Administrative Expense [Member] | |||||
Class of Stock [Line Items] | |||||
Stock compensation expense | $ | $ 474,860 | 4,848 | $ 1,493,035 | 27,306 | |
Micromidas, Inc. | Research and Development Expense [Member] | |||||
Class of Stock [Line Items] | |||||
Stock compensation expense | $ | $ 152,121 | $ 4,178 | $ 137,214 | 16,459 | |
Micromidas, Inc. | Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividend payment per share | $ / shares | $ 0.2179 | $ 0.2179 | |||
Dividend payment amount | $ | $ 21,059,796 | $ 20,521,000 | $ 17,636,000 | ||
Stock issue price | $ / shares | $ 2.7233 | $ 2.7233 | |||
Conversion price | $ / shares | $ 2.7233 | $ 2.7233 | |||
Common stock shares reserved | 13,204,284 | 13,204,284 | 13,204,284 | ||
Micromidas, Inc. | Series B Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividend payment per share | $ / shares | $ 0.5989 | $ 0.5989 | |||
Dividend payment amount | $ | $ 16,075,467 | $ 15,381,000 | $ 11,612,000 | ||
Stock issue price | $ / shares | $ 7.4860 | $ 7.4860 | |||
Conversion price | $ / shares | 7.4860 | $ 7.4860 | |||
Common stock shares reserved | 6,275,704 | 6,275,704 | 6,275,704 | ||
Micromidas, Inc. | Series C Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividend payment per share | $ / shares | $ 1.1819 | $ 1.1819 | |||
Dividend payment amount | $ | $ 4,856,715 | $ 4,538,000 | $ 2,653,000 | ||
Stock issue price | $ / shares | $ 14.7736 | $ 14.7736 | |||
Conversion price | $ / shares | $ 14.7736 | $ 14.7736 | |||
Common stock shares reserved | 1,590,675 | 1,590,675 | 1,590,675 | ||
Micromidas, Inc. | Performance And Market Based Awards [Member] | |||||
Class of Stock [Line Items] | |||||
Stock options issued during the period | 1,380,000 | ||||
Stock compensation expense | $ | $ 0 | $ 0 | |||
Stock options vested | 250,000 | ||||
Micromidas, Inc. | Stock Options, Vesting One [Member] | Performance And Market Based Awards [Member] | |||||
Class of Stock [Line Items] | |||||
Stock options, outstanding | 250,000 | ||||
Micromidas, Inc. | Stock Options, Vesting Two [Member] | Performance And Market Based Awards [Member] | |||||
Class of Stock [Line Items] | |||||
Stock options, outstanding | 1,130,000 | ||||
Micromidas, Inc. | Stock Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares reserved | 5,166,276 | 5,166,276 | |||
Stock option plan, exercisable period | 10 years | 10 years | |||
Stock option plan, description | 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 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. | |||
Micromidas, Inc. | Stock Plan [Member] | Share-based Payment Arrangement, Nonemployee [Member] | |||||
Class of Stock [Line Items] | |||||
Stock option plan, exercisable period | 4 years | 4 years | |||
Micromidas, Inc. | Stock Plan [Member] | One year from the vesting commencement date | |||||
Class of Stock [Line Items] | |||||
Stock option plan, vesting percentage | 25.00% | 25.00% | |||
Micromidas, Inc. | Stock Plan [Member] | Thereafter | |||||
Class of Stock [Line Items] | |||||
Stock option plan, vesting percentage per month | 1/36th per month | 1/36th per month | |||
Micromidas, Inc. | Previously Reported [Member] | Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividend payment amount | $ | $ 20,512,000 |
Redeemable Convertible Prefe_10
Redeemable Convertible Preferred Stock and Stockholders' Deficit - Summary of Stock Options Activity (Detail) - Micromidas, Inc. - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Outstanding beginning balance | 3,885,113 | 1,041,855 | 1,049,353 | |
Granted | 2,974,895 | 365,000 | ||
Exercised | (55,762) | (1,376) | (1,200) | |
Forfeited / canceled | 130,261 | 371,298 | ||
Number of Shares, Outstanding ending balance | 3,829,351 | 3,885,113 | 1,041,855 | 1,049,353 |
Number of Shares, Vested and expected to vest | 3,438,992 | 3,472,989 | ||
Weighted Average Exercise Price Per share, Outstanding beginning balance | $ 0.40 | $ 0.77 | $ 0.70 | |
Granted | 0.30 | 2.56 | ||
Exercised | 0.98 | 0.78 | 2.26 | |
Forfeited / canceled | 0.90 | 2.32 | ||
Weighted Average Exercise Price Per share, Outstanding ending balance | $ 0.40 | $ 0.40 | $ 0.77 | $ 0.70 |
Weighted Average Remaining Contractual Term, Outstanding | 8 years 21 days | 8 years 3 months 18 days | 3 years 10 months 20 days | 4 years 4 months 9 days |
Redeemable Convertible Prefe_11
Redeemable Convertible Preferred Stock and Stockholders' Deficit - Schedule of Key Assumptions for Determining Fair Value of Stock Options (Detail) - Micromidas, Inc. | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 6 years 3 months | 6 years 29 days |
Risk-free interest rate, minimum | 0.38% | 1.53% |
Risk-free interest rate, maximum | 0.72% | 2.36% |
Expected volatility, minimum | 71.90% | 86.60% |
Expected volatility, minimum | 77.00% | 90.30% |
Dividend yield | 0.00% | 0.00% |
Income Tax - Schedule of reconc
Income Tax - Schedule of reconciliation of federal income tax rate (Detail) - Micromidas, Inc. - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal income tax benefit at statutory federal rate | $ (6,363,637) | $ (100,676) |
State income tax expense, net of federal taxes | 25,306 | (14,674) |
Permanent differences | 3,983,030 | (2,155,884) |
Valuation allowance | 1,943,881 | 2,328,324 |
Foreign Rate Differential | (62,730) | (81,953) |
Stock based compensation | 449,720 | |
Other | 24,430 | 24,863 |
Total income tax expense | $ 0 | $ 0 |
Income Tax - Schedule of net de
Income Tax - Schedule of net deferred tax assets (Detail) - Micromidas, Inc. - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets | ||
Net operating loss carryforwards | $ 18,400,304 | $ 16,546,428 |
Other | 149,027 | 33,011 |
Depreciation and amortization | 113,873 | 139,885 |
Total deferred income tax assets | 18,663,204 | 16,719,324 |
Valuation allowance | (18,663,204) | (16,719,324) |
Total deferred income tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Tax - Schedule of income
Income Tax - Schedule of income tax provision (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (9,069) | $ 16,179,940 | $ (4,887,218) | $ (25,872,350) | |||
Micromidas, Inc. | |||||||
Net loss | $ (53,570,649) | $ (1,969,740) | $ (30,302,848) | $ (479,409) | |||
Micromidas, Inc. | Domestic Tax Authority [Member] | |||||||
Net loss | (29,162,313) | 1,009,544 | |||||
Micromidas, Inc. | Foreign Tax Authority [Member] | |||||||
Net loss | $ (1,140,535) | $ (1,488,953) |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - Micromidas, Inc. - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred income tax assets | $ 18,663,204 | $ 16,719,324 | ||
Change in valuation allowance | 1,900,000 | 2,400,000 | ||
Net operating loss carry forward | 18,400,304 | 16,546,428 | ||
Unrecognized tax benefits | $ 0 | 0 | ||
Effective income tax rate | 0.00% | 0.00% | ||
Research Tax Credit Carryforward [Member] | ||||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2038 | |||
Research and development credit carryforwards | $ 27,800 | $ 27,800 | ||
Federal Income Tax [Member] | ||||
Net operating loss carry forward | $ 71,600,000 | |||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2037 | |||
Federal Income Tax [Member] | Available through 2037 [Member] | ||||
Net operating loss carry forward | $ 45,000,000 | |||
Federal Income Tax [Member] | Available indefinitely [Member] | ||||
Net operating loss carry forward | 26,600,000 | |||
State and Local Jurisdiction [Member] | ||||
Net operating loss carry forward | 40,300,000 | |||
Foreign Tax Authority [Member] | ||||
Net operating loss carry forward | $ 4,800,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Micromidas, Inc. | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
May 31, 2019MMBTU | May 31, 2018CAD ($) | Jul. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 30, 2016USD ($) | Aug. 31, 2015USD ($) | Jun. 30, 2011USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Commitments and Contingencies [Line Items] | |||||||||||
Rental expense | $ 93,508 | $ 68,492 | $ 265,671 | $ 274,547 | |||||||
Property, plant and equipment, net | 46,356,326 | 45,103,857 | 42,551,530 | ||||||||
Royalties expense | 40,353 | 41,347 | 41,346 | 46,491 | |||||||
Maximum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Future minimum lease payments, 2021 | 252,000 | ||||||||||
Future minimum lease payments, 2022 | 252,000 | ||||||||||
Future minimum lease payments, 2023 | 252,000 | ||||||||||
Future minimum lease payments, 2024 | 252,000 | ||||||||||
Future minimum lease payments, 2025 | 252,000 | ||||||||||
Minimum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Future minimum lease payments, 2021 | 216,000 | ||||||||||
Future minimum lease payments, 2022 | 216,000 | ||||||||||
Future minimum lease payments, 2023 | 216,000 | ||||||||||
Future minimum lease payments, 2024 | 216,000 | ||||||||||
Future minimum lease payments, 2025 | 216,000 | ||||||||||
Operating and Maintenance Agreement [Member] | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
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 | 116,855 | 109,354 | 257,910 | 210,577 | |||||||
Operating and Maintenance Agreement [Member] | Minimum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Operating and maintenance agreements, fixed payments per year | $ 350,000 | ||||||||||
Take Or Pay Steam Supply Agreement Member] | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
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 | 58,851 | 0 | 110,140 | 0 | |||||||
Service agreement, percentage of steam receivable thereafter | 50.00% | ||||||||||
Take Or Pay Steam Supply Agreement Member] | Maximum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Service agreement, percentage of steam receivable during first year | 25.00% | ||||||||||
Service agreement, MMBtus per year generated | MMBTU | 140,000 | ||||||||||
Patent License Agreement [Member] | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
License agreement, description | In July 2017, the Company entered into a patent license agreement for $50,000, which expires upon expiration of the last patent in December 2025. | ||||||||||
License agreement term | 2025-12 | ||||||||||
License agreement amount | $ 50,000 | $ 500,000 | $ 35,000 | ||||||||
Royalty payment per year | 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 | 0 | 0 | 0 | |||||||
Patent License Agreement [Member] | Maximum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Royalty payment per year | 25,000 | $ 2,000,000 | |||||||||
Royalty payment, cumulative amount | $ 1,000,000 | ||||||||||
Patent License Agreement [Member] | Minimum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Royalty payment per year | $ 5,000 | ||||||||||
Nonexclusive Patents Llicense Agreement [Member] | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Royalty payment per year | $ 5,000 | ||||||||||
Percentage of net sales Percentage | 0.40% | ||||||||||
Joint Development Agreements [Member] | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
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 | $ 0 | $ 2,876 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share - Additional Information (Detail) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series A Redeemable Convertible Preferred Stock [Member] | ||||
Potentially Dilutive Securities Outstanding [Line Items] | ||||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share Amount | 13,189,261 | 13,189,261 | ||
Series B Redeemable Convertible Preferred Stock [Member] | ||||
Potentially Dilutive Securities Outstanding [Line Items] | ||||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share Amount | 5,107,614 | 5,107,614 | ||
Series C Redeemable Convertible Preferred Stock [Member] | ||||
Potentially Dilutive Securities Outstanding [Line Items] | ||||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share Amount | 1,590,675 | 1,590,675 | ||
Share-based Payment Arrangement, Option [Member] | ||||
Potentially Dilutive Securities Outstanding [Line Items] | ||||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share Amount | 3,829,351 | 1,007,059 | 3,885,113 | 1,047,855 |
Warrant [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||||
Potentially Dilutive Securities Outstanding [Line Items] | ||||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share Amount | 2,257,053 | 2,257,053 | ||
Warrant [Member] | Series B Redeemable Convertible Preferred Stock [Member] | ||||
Potentially Dilutive Securities Outstanding [Line Items] | ||||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share Amount | 367,339 | 367,339 |