Origin Materials (ORGN) 8-K Origin Materials, Inc. Reports Financial Results for Second Quarter 2021

Exhibit 99.2

TABLE OF FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets	F-2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	F-3
Consolidated Statements of Cash Flows	F-4

F-1

Origin Materials, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)	June 30, 2021 (Unaudited)			December 31, 2020
ASSETS
Current assets
Cash and cash equivalents	$	470,312		$	1,309
Restricted cash		565			565
Other receivables		160			48
Grants receivable		17			—
Prepaid expenses and other current assets		214			144
Total current assets		471,268			2,066
Property, plant, and equipment, net		48,854			45,104
Intangible assets, net		242			258
Total assets	$	520,364		$	47,428
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	966		$	2,700
Accrued expenses		861			593
Derivative liability		—			1,239
Stockholder convertible notes payable		—			3,232
Total current liabilities		1,827			7,764
PPP Loan		—			906
Earnout liability		157,585			—
Canadian Government Research and Development Program Liability		6,370			6,197
Redeemable convertible preferred stock warrants		—			19,233
Assumed common stock warrants liability		69,180			—
Stockholder note		5,189			5,189
Related party other liabilities, long-term		5,615			5,517
Other liabilities, long-term		3,109			2,500
Total liabilities		248,875			47,306
Commitments and contingencies (See Note 18)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2021 and December 31, 2020		—			—
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 136,748,470 and 70,266,925, issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		13			6
Additional paid-in capital		359,928			98,620
Accumulated deficit		(89,928	)		(98,888	)
Accumulated other comprehensive income		1,476			384
Total stockholders’ equity		271,489			122
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	520,364		$	47,428

F-2

Origin Materials, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands, except share and per share data)	2021			2020			2021			2020
Operating Expenses
Research and development	$	2,339		$	904		$	3,648		$	2,122
General and administrative		4,219			703			8,167			1,302
Depreciation and amortization		121			100			236			204
Total operating expenses and loss from operations		6,679			1,707			12,051			3,628
Other (income) expenses
Interest expense, net of capitalized interest		2,560			50			2,839			113
Change in fair value of derivative liability		1,035			(12	)		1,426			(15	)
Change in fair value of warrants liability		(27,265	)		105			20,844			105
Change in fair value of earnout liability		(45,497	)		—			(45,497	)		—
Other income, net		(43	)		(157	)		(623	)		(168	)
Total other (income) expenses, net		(69,210	)		(14	)		(21,011	)		35
Net income (loss)		62,531			(1,693	)		8,960			(3,663	)
Other comprehensive income (loss)
Foreign currency translation adjustment, net of tax		626			5,803			1,092			2,603
Total comprehensive income (loss)		63,157			4,110			10,052			(1,060	)
Net income (loss) per share, basic	$	0.93		$	(0.03	)	$	0.14		$	(0.06	)
Net income (loss) per share, diluted	$	0.63		$	(0.03	)	$	0.13		$	(0.06	)
Weighted-average common shares outstanding, basic		67,548,052			62,545,293			65,098,310			62,544,604
Weighted-average common shares outstanding, diluted		78,628,591			62,545,293			70,794,743			62,544,604

F-3

Origin Materials, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
(in thousands)	2021			2020
Cash flows from operating activities
Net income (loss)	$	8,960		$	(3,663	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		236			204
Stock-based compensation		4,172			18
Amortization of debt issuance costs		14			130
Accretion of debt discount		2,211			40
Change in fair value of derivative liability		1,426			(15	)
Change in fair value of warrants liability		20,844			105
Change in fair value of earnout liability		(45,497	)		—
Changes in operating assets and liabilities:
Other receivables		(112	)		960
Grants receivable		(17	)		4
Prepaid expenses and other current assets		(29	)		86
Accounts payable		(1,880	)		(536	)
Accrued expenses		2,899			396
Related party payable		98			—
Net cash used in operating activities		(6,675	)		(2,271	)
Cash flows from investing activities
Purchases of property, plant, and equipment, net of grants		(2,703	)		(1,267	)
Net cash used in investing activities		(2,703	)		(1,267	)
Cash flows from financing activities
Proceeds from notes payable, net of debt issuance costs		11,707			906
Payment of short-term debt		(906	)		—
Proceeds from Canadian Government Research and Development Program		173			1,055
Issuance of common stock		55			1
Business combination, net of issuance costs paid		467,530			—
Net cash provided by financing activities		478,559			1,962
Effects of foreign exchange rate changes on the balance of cash and cash equivalents, and restricted cash held in foreign currencies		(178	)		184
Net increase (decrease) in cash and cash equivalents, and restricted cash		469,003			(1,392	)
Cash and cash equivalents, and restricted cash, beginning of the period		1,874			3,612
Cash and cash equivalents, and restricted cash, end of the period	$	470,877		$	2,220
Supplemental disclosure of cash flow information
Conversion of stockholder convertible notes payable to common stock	$	20,493		$	—
Reclassification of redeemable convertible preferred stock warrants to common stock	$	54,267		$	—
Reclassification of contingently issued equity to liability	$	209,380		$	—
Net assets assumed from business combination	$	83,330		$	—
Debt discount related to derivative liability	$	2,196		$	—
Business combination transaction costs, accrued but not paid	$	748		$	—

F-4