Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Registrant Name | ORIGIN MATERIALS, INC. | |
Entity Central Index Key | 0001802457 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 141,248,470 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | ORGN | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity File Number | 001-39378 | |
Entity Tax Identification Number | 87-1388928 | |
Entity Address, Address Line One | 930 Riverside Parkway | |
Entity Address, Address Line Two | Suite 10 | |
Entity Address, City or Town | West Sacramento | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95605 | |
City Area Code | 916 | |
Local Phone Number | 231-9329 | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | ORGNW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
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 |
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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 136,748,470 | 70,266,925 |
Common stock, shares outstanding | 136,748,470 | 70,266,925 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations And Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 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 | [1] | 67,548,052 | 62,545,293 | 65,098,310 | 62,544,604 |
Weighted-average common shares outstanding, diluted | [1] | 78,628,591 | 62,545,293 | 70,974,743 | 62,544,604 |
[1] | Excludes weighted-average Sponsor Vesting Shares subject to return of 296,703 and 149,171 shares as of the three months and six months ended June 30, 2021, respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] | Redeemable Convertible Preferred Stock Series APreviously Reported [Member] | Redeemable Convertible Preferred Stock Series ARevision of Prior Period, Adjustment [Member] | Redeemable Convertible Preferred Stock Series BPreviously Reported [Member] | Redeemable Convertible Preferred Stock Series BRevision of Prior Period, Adjustment [Member] | Redeemable Convertible Preferred Stock Series CPreviously Reported [Member] | Redeemable Convertible Preferred Stock Series CRevision of Prior Period, Adjustment [Member] | Legacy Origin Common StockPreviously Reported [Member] | Legacy Origin Common StockRevision of Prior Period, Adjustment [Member] | Common Stock | Common StockRevision of Prior Period, Adjustment [Member] | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported [Member] | Additional Paid-in CapitalRevision of Prior Period, Adjustment [Member] | Accumulated Deficit | Accumulated DeficitPreviously Reported [Member] | Accumulated Other Comprehensive Income (loss) | Accumulated Other Comprehensive Income (loss)Previously Reported [Member] |
Temporary equity, Balance at Dec. 31, 2019 | $ 31,478 | $ (31,478) | $ 41,125 | $ (41,125) | $ 23,380 | $ (23,380) | ||||||||||||||
Temporary equity, Balance (Shares) at Dec. 31, 2019 | 13,204,284 | (13,204,284) | 6,275,704 | (6,275,704) | 1,590,675 | (1,590,675) | ||||||||||||||
Balance beginning at Dec. 31, 2019 | $ 27,999 | $ (67,984) | $ 95,983 | $ 6 | $ 6 | $ 96,988 | $ 1,011 | $ 95,977 | $ (68,585) | $ (68,585) | $ (410) | $ (410) | ||||||||
Balance beginning (Shares) at Dec. 31, 2019 | 1,283,788 | (1,283,788) | 62,542,363 | 62,542,363 | ||||||||||||||||
Common stock issued upon exercise of stock options | 1 | 1 | ||||||||||||||||||
Common stock issued upon exercise of stock options (Shares) | 2,912 | |||||||||||||||||||
Stock-based compensation | 9 | 9 | ||||||||||||||||||
Net income (loss) | (1,970) | (1,970) | ||||||||||||||||||
Other comprehensive income (loss) | (3,200) | (3,200) | ||||||||||||||||||
Balance ending at Mar. 31, 2020 | 22,839 | $ 6 | 96,998 | (70,555) | (3,610) | |||||||||||||||
Balance ending (Shares) at Mar. 31, 2020 | 62,545,275 | |||||||||||||||||||
Temporary equity, Balance at Dec. 31, 2019 | $ 31,478 | $ (31,478) | $ 41,125 | $ (41,125) | $ 23,380 | $ (23,380) | ||||||||||||||
Temporary equity, Balance (Shares) at Dec. 31, 2019 | 13,204,284 | (13,204,284) | 6,275,704 | (6,275,704) | 1,590,675 | (1,590,675) | ||||||||||||||
Balance beginning at Dec. 31, 2019 | 27,999 | (67,984) | 95,983 | $ 6 | $ 6 | 96,988 | 1,011 | 95,977 | (68,585) | (68,585) | (410) | (410) | ||||||||
Balance beginning (Shares) at Dec. 31, 2019 | 1,283,788 | (1,283,788) | 62,542,363 | 62,542,363 | ||||||||||||||||
Net income (loss) | (3,663) | |||||||||||||||||||
Balance ending at Jun. 30, 2020 | 26,958 | $ 6 | 97,007 | (72,248) | 2,193 | |||||||||||||||
Balance ending (Shares) at Jun. 30, 2020 | 62,545,275 | |||||||||||||||||||
Balance beginning at Mar. 31, 2020 | 22,839 | $ 6 | 96,998 | (70,555) | (3,610) | |||||||||||||||
Balance beginning (Shares) at Mar. 31, 2020 | 62,545,275 | |||||||||||||||||||
Stock-based compensation | 9 | 9 | ||||||||||||||||||
Net income (loss) | (1,693) | (1,693) | ||||||||||||||||||
Other comprehensive income (loss) | 5,803 | 5,803 | ||||||||||||||||||
Balance ending at Jun. 30, 2020 | 26,958 | $ 6 | 97,007 | (72,248) | 2,193 | |||||||||||||||
Balance ending (Shares) at Jun. 30, 2020 | 62,545,275 | |||||||||||||||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 31,478 | $ (31,478) | $ 41,125 | $ (41,125) | $ 23,380 | $ (23,380) | ||||||||||||||
Temporary equity, Balance (Shares) at Dec. 31, 2020 | 13,204,284 | (13,204,284) | 6,275,704 | (6,275,704) | 1,590,675 | (1,590,675) | ||||||||||||||
Balance beginning at Dec. 31, 2020 | 122 | (95,861) | 95,983 | $ 6 | $ 6 | 98,620 | 2,643 | 95,977 | (98,888) | (98,888) | 384 | 384 | ||||||||
Balance beginning (Shares) at Dec. 31, 2020 | 1,285,164 | (1,285,164) | 62,545,275 | 62,545,275 | ||||||||||||||||
Common stock issued upon exercise of stock options | $ 55 | 55 | ||||||||||||||||||
Common stock issued upon exercise of stock options (Shares) | 118,019 | 118,019 | ||||||||||||||||||
Stock-based compensation | $ 627 | 627 | ||||||||||||||||||
Net income (loss) | (53,571) | (53,571) | ||||||||||||||||||
Other comprehensive income (loss) | 466 | 466 | ||||||||||||||||||
Balance ending at Mar. 31, 2021 | (52,301) | $ 6 | 99,302 | (152,459) | 850 | |||||||||||||||
Balance ending (Shares) at Mar. 31, 2021 | 62,663,294 | |||||||||||||||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 31,478 | $ (31,478) | $ 41,125 | $ (41,125) | $ 23,380 | $ (23,380) | ||||||||||||||
Temporary equity, Balance (Shares) at Dec. 31, 2020 | 13,204,284 | (13,204,284) | 6,275,704 | (6,275,704) | 1,590,675 | (1,590,675) | ||||||||||||||
Balance beginning at Dec. 31, 2020 | 122 | $ (95,861) | $ 95,983 | $ 6 | $ 6 | 98,620 | $ 2,643 | $ 95,977 | (98,888) | $ (98,888) | 384 | $ 384 | ||||||||
Balance beginning (Shares) at Dec. 31, 2020 | 1,285,164 | (1,285,164) | 62,545,275 | 62,545,275 | ||||||||||||||||
Net income (loss) | 8,960 | |||||||||||||||||||
Balance ending at Jun. 30, 2021 | 271,489 | $ 13 | 359,928 | (89,928) | 1,476 | |||||||||||||||
Balance ending (Shares) at Jun. 30, 2021 | 136,748,470 | |||||||||||||||||||
Balance beginning at Mar. 31, 2021 | $ (52,301) | $ 6 | 99,302 | (152,459) | 850 | |||||||||||||||
Balance beginning (Shares) at Mar. 31, 2021 | 62,663,294 | |||||||||||||||||||
Common stock issued upon exercise of stock options (Shares) | 0 | |||||||||||||||||||
Reclassification of stockholders' convertible notes payable | $ 20,493 | 20,493 | ||||||||||||||||||
Reclassification of stockholders' convertible notes payable (Shares) | 2,049,191 | |||||||||||||||||||
Reclassification of redeemable convertible preferred stock warrant liability | 54,267 | 54,267 | ||||||||||||||||||
Reclassification of redeemable convertible preferred stock warrant liability (Shares) | 5,554,440 | |||||||||||||||||||
Business Combination, net of redemptions and equity issuance costs of $37 million | 385,410 | $ 7 | 385,403 | |||||||||||||||||
Business Combination, net of redemptions and equity issuance costs of $37 million (Shares) | 66,481,545 | |||||||||||||||||||
Reclassification of equity to liability related to earn out provisions of Business Combination | (203,082) | (203,082) | ||||||||||||||||||
Stock-based compensation | 3,545 | 3,545 | ||||||||||||||||||
Net income (loss) | 62,531 | 62,531 | ||||||||||||||||||
Other comprehensive income (loss) | 626 | 626 | ||||||||||||||||||
Balance ending at Jun. 30, 2021 | $ 271,489 | $ 13 | $ 359,928 | $ (89,928) | $ 1,476 | |||||||||||||||
Balance ending (Shares) at Jun. 30, 2021 | 136,748,470 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Parenthetical) $ in Millions | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Equity issuance costs | $ 37 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 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 warrant 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 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Unless the context otherwise requires, references in these notes to “Origin”, “the Company”, “we”, “us” and “our” and any related terms are intended to mean the post-Business Combination Origin Materials, Inc. and its consolidated subsidiaries. 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. On June 25, 2021 (the “Closing Date”), Artius Acquisition Inc. (“Artius”), a special purpose acquisition company, consummated the Merger Agreement and other Related Agreements (the “Merger Agreement”) dated February 16, 2021, by and among Artius, Zero Carbon Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Artius (“Merger Sub”), and Micromidas, Inc. a Delaware corporation (“Legacy Origin”). Pursuant to the terms of the Merger Agreement, a business combination between Artius and Legacy Origin was effected through the merger of Merger Sub with and into Legacy Origin, with Legacy Origin surviving as the surviving company and as a wholly-owned subsidiary of Artius (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, Artius changed its name to Origin Materials Inc. (collectively with its subsidiaries, the “Company”). For additional information on the Business Combination, please refer to Note 4, Business Combination Beginning in March 2020, the COVID-19 COVID-19 |
Risks and Liquidity
Risks and Liquidity | 6 Months Ended |
Jun. 30, 2021 | |
Risks And Liquidity [Abstract] | |
Risks and Liquidity | 2. Risks and Liquidity Prior to the Business Combination, the Company primarily financed its operations through the sale of convertible preferred stock, borrowings under convertible promissory notes and borrowings under loan agreements. The Company now believes that the Business Combination has provided substantial liquidity and that its $471 million of cash and cash equivalents and restricted cash will enable it to fund its planned operations for at least twelve months from the issuance date of these condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy Origin was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Artius was treated as the “acquired” company and Legacy Origin is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Origin issuing stock for the net assets of Artius, accompanied by a recapitalization. The net assets of Artius are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Origin was determined to be the accounting acquirer based on the following predominant factors: • the Company’s Board of Directors (the “Board”) and management are primarily composed of individuals associated with Legacy Origin; • Legacy Origin’s senior management comprise the senior management roles of the Company and are responsible for the day-to-day • the Company assume the “doing business as” name of the Legacy Origin; and • The intended strategy and operations of the Company continue Legacy Origin’s current strategy and operations as a carbon negative materials company with a mission to enable the world’s transition to sustainable materials. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Origin. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio (as defined below) established in the Business Combination. Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination, valuation of convertible preferred stock warrants, and valuation of convertible preferred stock tranche liabilities, carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, stock-based compensation expense, among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of June 30, 2021, the interim condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity, the interim condensed consolidated statements of operations and comprehensive loss, and the interim condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021 and its results of operations and cash flows for the six months ended June 30, 2021 and 2020. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the six-month These unaudited interim condensed consolidated financial statements should be read in conjunction with the Legacy Origin’s audited financial statements and notes thereto for the year ended December 31, 2020 included the Company’s Form 8-K/A 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 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. All intercompany accounts and transactions have been eliminated in consolidation. 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 and Restricted Cash 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 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 condensed consolidated balance sheets based on the respective maturity dates. In October 2019, the Company entered into an escrow agreement for $1.3 million, whereby the funds would be used for construction and transportation services in connection with Origin 1. At June 30, 2021 and December 31, 2020, the escrow account had a balance of $0.3 million. 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 June 30, 2021 and December 31, 2020, the standby letter of credit was $0.2 million. Cash, cash equivalents, and restricted cash consisted of the following (in thousands): June 30, 2021 December 31, 2020 Cash and cash equivalents $ $470,312 $ 1,309 Restricted cash 565 565 Total cash, cash equivalents, and restricted cash 470,877 1,874 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 assumed common stock warrants which are publicly traded are level 1 inputs. The fair value of the assumed common stock warrants which are not publicly traded are level 2 inputs. The earnout liability, derivative liability and redeemable convertible preferred stock warrant liability were estimated using Level 3 inputs. Other Receivables Other receivables consist 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 $2.7 million 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 six months ended June 30, 2021 and 2020 the Company received $0.1 million and $0.1 million 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 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 six months period ended June 30, 2021 and 2020, no impairment was identified. 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. 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 six months ended June 30, 2021 and 2020, accretion expense for debt issuance cost was $2.4 million and $0 million, respectively. Redeemable Convertible Preferred Stock Warrants Liability Free-standing warrants issued by Legacy Origin for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the Business Combination, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as interest expense in the accompanying unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. As a result of the Business Combination, the Legacy Origin warrants each converted into a warrant to purchase shares of the Company’s Common Stock converted at the Exchange Ratio. The fair value of the warrants upon consummation of the Business Combination (see Note 4), as adjusted based on the price of the underlying Common Stock, was reclassified to additional paid-in Assumed Common Stock Warrants Liability The Company assumed 24,150,000 public warrants (the “Public Warrants”) and 11,326,667 private placement warrants (the “Private Placement Warrants”, and the Public Warrants together with the Private Placement Warrants, the “Assumed Common Stock Warrants”) upon the Business Combination, all of which were issued in connection with Artius’ non-redeemable The Company evaluated the Assumed Common Stock Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) Earnout Liability The Company has recorded an earnout liability related to future contingent equity shares related to the Business Combination (Note 13). The Company recorded these instruments as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in earnings at each reporting date. Research and Development Cost Costs related to research and development are expensed as incurred. 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 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. 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. Basic and Diluted Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net loss per share calculation, the convertible preferred stock, common stock options, convertible preferred stock warrants, common stock warrants, convertible notes, earnout shares, and sponsor vesting shares are considered to be potentially dilutive securities. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class two-class non-cumulative two-class Reclassifications Certain amounts in prior periods have been reclassified to conform with the report classifications of the three months and six months ended June 30, 2021, noting the Company has reflected the reverse recapitalization pursuant to the Business Combination for all periods presented within the unaudited condensed consolidated balance sheets and condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity. Segment Reporting The Company operates in a single Co-Chief As of June 30, 2021 and December 31, 2020, the Company had $48.8 million and $45.4 million, respectively, of assets located outside of the United States. Emerging Growth Company Status Following the closing of the Business Combination, the Company is an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the condensed consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. We will no longer qualify as an emerging growth company for Securities Act or Exchange Act reporting after December 31, 2021. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 4. Business Combination On June 25, 2021, Legacy Origin and Artius completed the Business Combination pursuant to the Merger Agreement with Legacy Origin (Micromidas, Inc.) surviving the merger as a wholly owned subsidiary of Artius, which became Origin Materials, Inc. Cash proceeds from the Business Combination totaled approximately $385.4 million, which included funds held in Artius’s trust account and the completion of the concurrent PIPE and Backstop Financing. In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, (i) all shares of Legacy Origin’s Series A, Series B, and Series C Preferred Stock, and Common Stock (collectively, “Legacy Origin Stock”) issued and outstanding immediately prior to the effective time of the Merger were converted into the right to receive their pro rata portion of shares of Company Common Stock (the “Common Stock”) issued as Merger consideration (the “Merger Consideration”); (ii) holders of Legacy Origin’s Convertible Notes Payable, plus accrued interest also received shares of Company common stock; (iii) each option exercisable for Legacy Origin Stock that was outstanding immediately prior to effective time of the Merger was assumed and continues in full force and effect on the same terms and conditions as were previously applicable to such options, subject to adjustments to exercise price and number of shares Common Stock issuable upon exercise based on the final conversion ratio calculated in accordance with the Merger Agreement. Additionally, as part of the consideration transferred, stockholders of Legacy Origin and Artius were given the right to additional shares in the Company. These shares vest to the holder upon the share price of the Company reaching certain targets over a future period (“Earnout Shares”, see Note 13). The Company accounted for the Business Combination as a reverse recapitalization, which is the equivalent of Legacy Origin issuing stock for the net assets of Artius, accompanied by a recapitalization, with Artius treated as the acquired company for accounting purposes. The determination of Artius as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the Business Combination, Legacy Origin will comprise all of the ongoing operations of the combined entity, a majority of the governing body of the combined company and Legacy Origin’s senior management will comprise all of the senior management of the combined company. The net assets of Artius were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the Business Combination are those of Legacy Origin. The shares and corresponding capital amounts and loss per share related to Legacy Origin’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the conversion ratio established in the Merger Agreement (1.00 Legacy Origin share for approximately 2.11 shares of New Origin, the “Conversion Ratio”) In connection with the Business Combination, the Company incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $36.7 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in PIPE Financing Concurrent with the execution of the Business Combination, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors subscribed for and purchased an aggregate of 20,000,000 shares of Common Stock for an aggregate purchase price of $200 million. Backstop Agreement Concurrent with the execution of the Business Combination, the Company entered into various subscription agreements (the “Subscription Agreements”) with certain current shareholders of the Company or their affiliates (collectively, the “Subscribers”), pursuant to which the Subscribers agreed, subject to certain conditions in the Subscription Agreements, to purchase an aggregate amount of 4,300,001 shares of common stock of the Company, par value $0.0001 per share (the “Subscription Shares”), at $10.00 per share. Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination as of June 30, 2021 (in thousands): Cash—Trust Account (net of redemptions of $439 million) $ 260,448 Cash 60 Cash—PIPE & Backstop Financing 243,000 Non-cash 40 Less: Fair value of assumed common stock warrants (83,370 ) Less: Underwriting fees and other issuance costs paid prior to June 30, 2021 (34,773 ) Additional Paid-in-Capital from Business Combination, net of issuance costs paid $ 385,405 Less: Non-cash (40 ) Add: Non-cash 83,370 Add: Other issuance costs included in accounts payable and accrued liabilities 761 Less: Accrued liabilities extinguished through proceeds from Business Combination (1,966 ) Cash proceeds from the Business Combination $ 467,530 Summary of Shares Issued The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination: Artius shares outstanding prior to the Business Combination, excluding 4,500,000 Sponsor Vesting Shares 86,062,500 Less: redemption of Artius shares 43,880,956 Shares issued pursuant to the PIPE and Backstop Financing 24,300,001 Business Combination and PIPE Financing shares, excluding 4,500,000 Sponsor Vesting Shares 66,481,545 Conversion of Legacy Origin Series A preferred stock for common stock 33,783,099 Conversion of Legacy Origin Series B preferred stock for common stock 19,755,784 Conversion of Legacy Origin Series C preferred stock for common stock 6,286,349 Conversion of Legacy Origin convertible notes for common stock 2,049,212 Conversion of Legacy Origin common stock for common stock 2,838,041 Issuance of common stock upon exercise of warrants 5,554,440 Total shares of New Origin common stock outstanding immediately following the Business Combination 136,748,470 The 4,500,000 of Sponsor Vesting Shares (Note 13) are not issued shares and are not included in the table, above. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2021 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | 5. Recent Accounting Pronouncements 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 |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 6. Fair Value Measurement The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands): Fair Value as of June 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds in cash and cash equivalents $ 2,513 $ — $ — $ 2,513 Total fair value $ 2,513 $ $ $ 2,513 Liabilities: Assumed common stock warrants (Public) $ 47,093 $ — $ — $ 47,093 Assumed common stock warrants (Private Placement) — 22,087 — 22,087 Earnout liability — — 157,585 157,585 Total fair value $ 47,093 $ 22,087 $ 157,585 $ 226,765 Fair Value as of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds in cash and cash equivalents $ 936 $ — $ — $ 936 Total fair value $ 936 $ — $ — $ 936 Liabilities: Redeemable convertible preferred stock warrants liability $ — $ — $ 19,233 $ 19,233 Derivative liability — — 1,239 1,239 $ — $ — $ 20,472 $ 20,472 The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. Because the transfer of Private Placement Warrants to anyone outside of certain permitted transferees of Artius Acquisition Partners LLC (the “Sponsor”) would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments. The value of the redeemable convertible preferred stock warrants liability and the derivative liability are classified as Level 3 measurements under the fair value hierarchy, as these liabilities have been valued based on significant inputs not observable in the market. As of June 30, 2021 and December 31, 2020, the carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to their short-term nature. Redeemable Convertible Preferred Stock Warrant 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 11), 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 11), 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. 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 At 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 December 31, 2020, 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 % The preferred stock warrants were reclassified to equity through the closing of the business combination (see Note 4). Derivative Liability The Company evaluated the stockholder convertible notes payable 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. The following table sets forth a summary of the activities of the Company’s redeemable convertible preferred stock warrant liability and derivative liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs: Three Months Ended June 30, (in thousands) 2021 2020 Beginning warrant liability balance $ 67,342 $ 735 Change in fair value (12,201 ) 105 Reclassification to APIC upon recapitalization (55,141 ) — Ending warrant liability balance $ — $ 840 Three Months Ended March 31, (in thousands) 2021 2020 Beginning derivative liability balance $ 3,826 $ 147 Change in fair value (3,826 ) (12 ) Ending derivative liability balance $ — $ 135 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant, and equipment consisted of the following: June 30, 2021 December 31, 2020 Land $ 41 $ 39 Pilot plant 5,305 5,237 Lab equipment 2,142 1,958 Machinery and equipment 655 655 Computer and other equipment 319 295 Construction in process 47,664 43,962 56,126 52,146 Less accumulated depreciation and amortization (7,272 ) (7,042 ) Total property, plant, and equipment, net $ 48,854 $ 45,104 For the three months ended June 30, 2021 and 2020, depreciation expense totaled $0.1 million. At June 30, 2021 and December 31, 2020, the Company capitalized $0.8 million and $0.7 million, respectively, of interest cost into Origin 1. At June 30, 2021 and December 31, 2020 a cumulative translation adjustment of $0.7 million and $0.9 million, respectively, is included in total property, plant, and equipment as a result of foreign currency transaction gains and losses. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 8. Intangible Assets Intangible assets consisted of the following: June 30, 2021 December 31, 2020 Patents $ 442 $ 430 Less accumulated amortization (200 ) (172 ) $ 242 $ 258 The weighted average useful life of the intangible assets was 9.87 years. For the three months ended June 30, 2021 and 2020, amortization expense was $14,189 and $5,222, respectively. |
Consortium Agreement
Consortium Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Pledged Financial Instruments, Not Separately Reported, Securities, by Type of Agreement [Abstract] | |
Collaborative Arrangement Disclosure [Text Block] | 9. Consortium Agreement In December 2016, the Company entered into a consortium agreement with two Legacy Origin 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 Legacy Origin Series C preferred stock investor (the “Legacy Origin Series C Investor”, and collectively with the two Legacy Origin Series B investors, the “Legacy Origin Investors”) was added to the agreement and committed to invest $1,500,000 of research and development in the consortium. As of June 30, 2021, the Legacy Origin 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 three months ended June 30, 2021 and 2020, the Company received $0 and $0.1 million, respectively, under the consortium agreement which was recorded as other income, net in the consolidated statement of operations and comprehensive loss. |
Offtake Arrangements
Offtake Arrangements | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Compensation Arrangements [Abstract] | |
Offtake Arrangements | 10. 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 11). These outstanding obligations, together with accrued interest, totaled an aggregate of $10.8 million and $10.7 million as of June 30, 2021 and December 31, 2020 respectively (see Notes 11 and 12). These agreements also require the Company to pay liquidated damages up to an aggregate of $0.9 million 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 amendments to the agreements, including the milestone achievement dates. In June 2021, one of the counterparties agreed to further extend this deadline through September 30, 2021. 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, 2022. The Company 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, the Company 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 condensed consolidated financial statements from this stipulation. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt [Abstract] | |
Debt | 11. Debt PPP Loan In April 2020, the Company executed a promissory note (the “PPP Note”) evidencing an unsecured loan in the amount of $0.9 million 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. The PPP Loan was paid in full during the 3 months ended June 30, 2021. Stockholder Convertible Notes Payable In November 2019, the Company entered into secured convertible note agreements (“Bridge Notes”) with certain Legacy Origin preferred stockholders, whereby the Company can borrow up to $6 million. 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, there was $3.3 million, outstanding on the Bridge Notes. The conversion and liquidation features were deemed to be derivatives under ASC 815 (see Note 6) and separately measured and recognized from the Bridge Notes through a debt discount. 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 million 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 million 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 million 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. These notes fully converted into New Origin common stock upon consummation of the business combination (see Note 4). Stockholder Note In November 2016, the Company received a $5 million prepayment from a stockholder for product from Origin 1 pursuant to an Offtake Agreement (see Note 10). 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 $0.2 million 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 $2.2 million, $2.1 million, and $2.1 million (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 June 30, 2021 and December 31, 2020, the total debt outstanding was $5.2 million. |
Other Liabilities, Long-Term An
Other Liabilities, Long-Term And Related Party Other Liabilities, Long-Term | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other liabilities, long-term and related party other liabilities, long-term | 12. Other liabilities, long-term and related party other liabilities, long-term Other Liabilities, Long-term In September 2019, the Company entered into a $5.0 million prepayment agreement for the purchase of products from Origin 2. The prepayment is to be made in two equal installments: the first $2.5 million was in October 2019 and the remaining $2.5 million 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 June 30, 2021 and December 31, 2020, the total amount outstanding on this agreement was $2.5 million. Related Party Other Liabilities, Long-term In November 2016, the Company received a $5 million prepayment from a stockholder for product from Origin 1 pursuant to an Offtake Agreement (see Note 10). 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% (0.38% at June 30, 2021) and matures five years from the commercial operation date of Origin 1. At June 30, 2021 and December 31, 2020 the total note principal outstanding was $5.1 million and accrued interest outstanding was $0.1 million. |
Earnout Liability
Earnout Liability | 6 Months Ended |
Jun. 30, 2021 | |
Earnout Liability Disclosure [Abstract] | |
Earnout Liability | 13. Earnout liability As additional consideration for the Merger, within ten (10) Business Days after the occurrence of a Triggering Event, Artius shall issue or cause to be issued to each Pre-Closing Pre-Closing (a) a $15.00 Stock Price Level is reached during the three (3) year period following the Closing Date; (b) a $20.00 Stock Price Level is reached during the four (4) year period following the Closing Date; or (c) a $25.00 Stock Price Level is reached during the five (5) year period following the Closing Date. A Sponsor Letter Agreement was delivered in connection with the Merger such that 4,500,000 million of the shares held by Sponsor (“Sponsor Vesting Shares”) shall be subject forfeiture based on the same vesting requirements as the Earnout Shares. These shares shall not be transferred prior to the date in which they vest. Dividends and other distributions with respect to Sponsor Vesting Shares shall be set aside by Artius and shall be paid to the Sponsor upon the vesting of such Sponsor Vesting Shares. The Company evaluated the Earnout Liability under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) change-in-control change-in-control |
Canadian Government Research an
Canadian Government Research and Development Program Liability | 6 Months Ended |
Jun. 30, 2021 | |
Research and Development [Abstract] | |
Canadian Government Research and Development Program Liability | 14. 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 million (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 million (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 June 30, 2021 and December 31, 2020, the Company recorded a liability for the amount received of $6.4 million and $6.2 million, respectively. |
Assumed Common Stock Warrants
Assumed Common Stock Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Assumed Common Stock Warrants [Abstract] | |
Assumed common stock warrants | 15. Assumed Common Stock Warrants As of June 30, 2021 there are 35,476,667 warrants outstanding. As part of Artius’s initial public offering, 24,150,000 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of Common Stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants will expire on June 25, 2026 at 5:00p.m., New York City time, or earlier upon redemption or liquidation. The Public Warrants are listed on the Nasdaq under the symbol “ORGNW”. The Company may redeem the Public Warrants when exercisable, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrant holder, and if, and only if, the reported last sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading Simultaneously with Artius’s initial public offering, Artius consummated a private placement of 11,326,667 Private Placement Warrants with the Sponsor. The Private Placement Warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants, except that: (1) the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants are not 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 non-redeemable, The Company concluded the Public Warrants and Private Placement Warrants, or Assumed Common Stock Warrants, meet the definition of a derivative under ASC 815 and are recorded as liabilities. Upon consummation of the Business Combination, the fair value of the Assumed Common Stock Warrants was recorded on the Condensed Consolidated Balance Sheet. The fair value of the Assumed Common Stock Warrants was remeasured on the June 30, 2021 Condensed Consolidated Balance Sheet at $69.2 million with a gain of $14.2 million recorded in the three months and six months ended Condensed Consolidated Statement of Operations. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 16. Stockholders’ Equity As of June 30, 2021, 1,010,000,000 shares, $0.0001 par value per share are authorized, of which, 1,000,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as Preferred Stock. Common Stock Holders of the common stock are entitled to dividends when, as, and if, declared by the Board, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of June 30, 2021, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote. There were 136,746,470 and 70,266,925 shares of common stock outstanding as of June 30, 2021 and December 31, 2020, respectively . Stock option plan Prior to Business combination, the Company maintained its 2010 Stock Incentive Plan and 2020 Equity Incentive Plan, each as amended (together, the “Stock Plan”). Upon closing of the Business Combination, awards under the 2010 and 2020 Plan were converted at the Exchange Ratio and the 2021 Equity Incentive Plan was adopted and approved. As of June 30, 2021 there were 18,467,109 shares of common stock reserved under the Stock Option Plan. Under the Stock Plan, options must be issued at prices no less than the estimated fair value of the stock on the date of grant and are exercisable for a period not exceeding 10 years from the date of grant. 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 nonemployees under the Stock Plan vest over periods determined by the Board (generally immediate to four years). The following tables summarize the activity under the Stock Plan: Outstanding Weighted Weighted Average Balance at December 31, 2020 8,222,710 $ 0.19 8.30 Granted — $ — Exercised (118,019 ) 0.46 Forfeited / canceled — — Balance as of March 31, 2021 8,104,691 $ 0.19 8.06 Granted — Exercised — Forfeited / Canceled (158,735 ) $ 0.14 Balance as of June 30, 2021 7,945,956 $ 0.19 7.78 Vested and expected to vest at June 30, 2021 7,346,541 During the quarter ended June 30, 2021, the Company did not grant any stock options. As of June 30, 2021 and December 31, 2020, there were 2,696,439 and 2,537,704 options, respectively, available for grant under the Stock Plan. As of June 30, 2021 and December 31, 2020 there were 3,729,763 and 2,150,941 exercisable options, respectively. The aggregate intrinsic value of options vested and expected to vest at June 30, 2021 is $58,811,532. The Company issued 2,920,732 of performance and market-based stock options during 2020. During the quarter ended March 31, 2021, the Company modified the vesting schedule of 529,119 of these performance and market based stock options such that vesting would be commence upon signing of the business combination. The Company entered into the Merger Agreement on February 16, 2021 resulting in the commencement of expense recognition related to these 529,119 options during the quarter ended March 31, 2021. For the remaining 2,391,613 performance and market-based stock options, expense commenced on the close date of the Merger, June 25, 2021, as that is the date when the performance condition was achieved. During the three months ended June 30, 2021 and 2020, stock compensation expense of $3.5 million and $0, respectively, was recognized in general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive income and loss. During the three months ended June 30, 2021 and 2020 stock compensation expense of $0.8 million and $0, 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 $8.0 million as of June 30, 2021 and will be amortized on a straight-line basis over the remaining vesting periods of approximately four years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. 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 six months ended June 30, 2021 and 2020 and the realization of any deferred tax assets is not more likely than not. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. Commitments and Contingencies Commitments In connection with the closing of the Business Combination, the Company entered into the Investor Rights Agreement on June 25, 2021 (the “Investor Rights Agreement”), pursuant to which the holders of Registrable Securities (as defined therein) became entitled to, among other things, customary registration rights, including demand, piggy-back and shelf registration rights. The Investor Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. On July 15, 2021, the Company registered the Registrable Securities for resale pursuant to a registration statement on Form S-1, as amended (File No. 333-257931) that became effective on July 30, 2021. 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 $0.1 million for the three months ended June 30, 2021 and 2020. 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 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 June 30, 2021 or 2020. Patent licenses In July 2017, the Company entered into a patent license agreement for $0.1 million, 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 $0.5 million, 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 $0.5 million 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 million 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 June 30, 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 million. The pipeline of Company products and sales are not currently expected to be subject to this patent. No 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 million per year and $10 million in the aggregate. Certain products that the Company is currently developing and anticipates selling are expected to utilize these patents. No 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. 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 June 30, 2021 and December 31, 2020, there were no |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | 19. Basic and Diluted Net Loss Per Share The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders, which excludes sponsor vesting shares which are legally outstanding, but subject to return to the Company. Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of the convertible preferred stock warrants, as applicable pursuant to the treasury stock method, and the convertible notes, as applicable pursuant to the if-converted (In thousands, except for share and per share amounts) Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) attributable to common stockholders—Basic $ 62,531 $ (1,693 ) $ 8,960 $ (3,663 ) Remeasurement of preferred stock warrant liability (13,076 ) — — — Net income (loss) attributable to common stockholders—Diluted $ 49,455 $ (1,693 ) $ 8,960 $ (3,663 ) Denominator: Weighted-average common shares outstanding—Basic (1) 67,548,052 62,545,293 65,098,310 62,544,604 Stock options 5,831,260 — 5,876,446 — Warrants to purchase redeemable convertible preferred stock 5,249,279 — — — Weighted-average common shares outstanding—Diluted (1) 78,628,591 62,545,293 70,974,743 62,544,604 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 ) (1) Excludes weighted-average Sponsor Vesting Shares subject to return of 296,703 and 149,171 shares as of the three months and six months ended June 30, 2021, respectively. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. As of June 30, 2021, options for 1,481,531 shares of common stock, earnout shares for 25,000,000 shares of common stock, and Sponsor Vesting Shares for 4,500,000 shares of common stock were excluded from the table below because they are subject to performance conditions that were not achieved as of such date. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholder for the periods presented because including them would have been antidilutive: Three Months Ended Six Months Ended 2021 2020 2021 2020 Options to purchase common stock — 1,981,176 — 1,981,176 Warrants to purchase common stock 35,476,667 — 35,476,667 — Warrants to purchase redeemable convertible preferred stock, as-converted — 5,554,470 — 5,554,470 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy Origin was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Artius was treated as the “acquired” company and Legacy Origin is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Origin issuing stock for the net assets of Artius, accompanied by a recapitalization. The net assets of Artius are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Origin was determined to be the accounting acquirer based on the following predominant factors: • the Company’s Board of Directors (the “Board”) and management are primarily composed of individuals associated with Legacy Origin; • Legacy Origin’s senior management comprise the senior management roles of the Company and are responsible for the day-to-day • the Company assume the “doing business as” name of the Legacy Origin; and • The intended strategy and operations of the Company continue Legacy Origin’s current strategy and operations as a carbon negative materials company with a mission to enable the world’s transition to sustainable materials. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Origin. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio (as defined below) established in the Business Combination. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination, valuation of convertible preferred stock warrants, and valuation of convertible preferred stock tranche liabilities, carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, stock-based compensation expense, among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of June 30, 2021, the interim condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity, the interim condensed consolidated statements of operations and comprehensive loss, and the interim condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021 and its results of operations and cash flows for the six months ended June 30, 2021 and 2020. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the six-month These unaudited interim condensed consolidated financial statements should be read in conjunction with the Legacy Origin’s audited financial statements and notes thereto for the year ended December 31, 2020 included the Company’s Form 8-K/A |
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 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. All intercompany accounts and transactions have been eliminated in consolidation. |
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. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash 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 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 condensed consolidated balance sheets based on the respective maturity dates. In October 2019, the Company entered into an escrow agreement for $1.3 million, whereby the funds would be used for construction and transportation services in connection with Origin 1. At June 30, 2021 and December 31, 2020, the escrow account had a balance of $0.3 million. 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 June 30, 2021 and December 31, 2020, the standby letter of credit was $0.2 million. Cash, cash equivalents, and restricted cash consisted of the following (in thousands): June 30, 2021 December 31, 2020 Cash and cash equivalents $ $470,312 $ 1,309 Restricted cash 565 565 Total cash, cash equivalents, and restricted cash 470,877 1,874 |
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 assumed common stock warrants which are publicly traded are level 1 inputs. The fair value of the assumed common stock warrants which are not publicly traded are level 2 inputs. The earnout liability, derivative liability and redeemable convertible preferred stock warrant liability were estimated using Level 3 inputs. |
Other Receivables | Other Receivables Other receivables consist 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 | 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 $2.7 million 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 six months ended June 30, 2021 and 2020 the Company received $0.1 million and $0.1 million in grants, recorded in other income, net on the consolidated statements of operations and comprehensive loss. |
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 Computer Equipment 3 years Office Furniture 5 years Machinery and Equipment 5 years Leasehold Improvements 1-5 years |
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. |
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 six months period ended June 30, 2021 and 2020, no impairment was identified. |
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. |
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 six months ended June 30, 2021 and 2020, accretion expense for debt issuance cost was $2.4 million and $0 million, respectively. |
Redeemable Convertible Preferred Stock Warrants Liability | Redeemable Convertible Preferred Stock Warrants Liability Free-standing warrants issued by Legacy Origin for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the Business Combination, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as interest expense in the accompanying unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. As a result of the Business Combination, the Legacy Origin warrants each converted into a warrant to purchase shares of the Company’s Common Stock converted at the Exchange Ratio. The fair value of the warrants upon consummation of the Business Combination (see Note 4), as adjusted based on the price of the underlying Common Stock, was reclassified to additional paid-in |
Assumed Common Stock Warrants Liability | Assumed Common Stock Warrants Liability The Company assumed 24,150,000 public warrants (the “Public Warrants”) and 11,326,667 private placement warrants (the “Private Placement Warrants”, and the Public Warrants together with the Private Placement Warrants, the “Assumed Common Stock Warrants”) upon the Business Combination, all of which were issued in connection with Artius’ non-redeemable The Company evaluated the Assumed Common Stock Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) |
Earnout Liability | Earnout Liability The Company has recorded an earnout liability related to future contingent equity shares related to the Business Combination (Note 13). The Company recorded these instruments as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in earnings at each reporting date. |
Research and Development Cost | Research and Development Cost Costs related to research and development are expensed as incurred. |
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 |
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. |
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 |
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. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net loss per share calculation, the convertible preferred stock, common stock options, convertible preferred stock warrants, common stock warrants, convertible notes, earnout shares, and sponsor vesting shares are considered to be potentially dilutive securities. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class two-class non-cumulative two-class |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform with the report classifications of the three months and six months ended June 30, 2021, noting the Company has reflected the reverse recapitalization pursuant to the Business Combination for all periods presented within the unaudited condensed consolidated balance sheets and condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity. |
Segment Reporting | Segment Reporting The Company operates in a single Co-Chief As of June 30, 2021 and December 31, 2020, the Company had $48.8 million and $45.4 million, respectively, of assets located outside of the United States. |
Emerging Growth Company Status | Emerging Growth Company Status Following the closing of the Business Combination, the Company is an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the condensed consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. We will no longer qualify as an emerging growth company for Securities Act or Exchange Act reporting after December 31, 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of Cash, Cash Equivalents, and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following (in thousands): June 30, 2021 December 31, 2020 Cash and cash equivalents $ $470,312 $ 1,309 Restricted cash 565 565 Total cash, cash equivalents, and restricted cash 470,877 1,874 |
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 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Element of the Net Proceeds of Business Combination | The following table summarizes the elements of the net proceeds from the Business Combination as of June 30, 2021 (in thousands): Cash—Trust Account (net of redemptions of $439 million) $ 260,448 Cash 60 Cash—PIPE & Backstop Financing 243,000 Non-cash 40 Less: Fair value of assumed common stock warrants (83,370 ) Less: Underwriting fees and other issuance costs paid prior to June 30, 2021 (34,773 ) Additional Paid-in-Capital from Business Combination, net of issuance costs paid $ 385,405 Less: Non-cash (40 ) Add: Non-cash 83,370 Add: Other issuance costs included in accounts payable and accrued liabilities 761 Less: Accrued liabilities extinguished through proceeds from Business Combination (1,966 ) Cash proceeds from the Business Combination $ 467,530 |
Summary of Number Shares of Common Stock Outstanding | The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination: Artius shares outstanding prior to the Business Combination, excluding 4,500,000 Sponsor Vesting Shares 86,062,500 Less: redemption of Artius shares 43,880,956 Shares issued pursuant to the PIPE and Backstop Financing 24,300,001 Business Combination and PIPE Financing shares, excluding 4,500,000 Sponsor Vesting Shares 66,481,545 Conversion of Legacy Origin Series A preferred stock for common stock 33,783,099 Conversion of Legacy Origin Series B preferred stock for common stock 19,755,784 Conversion of Legacy Origin Series C preferred stock for common stock 6,286,349 Conversion of Legacy Origin convertible notes for common stock 2,049,212 Conversion of Legacy Origin common stock for common stock 2,838,041 Issuance of common stock upon exercise of warrants 5,554,440 Total shares of New Origin common stock outstanding immediately following the Business Combination 136,748,470 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets And Liabilities Measured At Fair Value | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands): Fair Value as of June 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds in cash and cash equivalents $ 2,513 $ — $ — $ 2,513 Total fair value $ 2,513 $ $ $ 2,513 Liabilities: Assumed common stock warrants (Public) $ 47,093 $ — $ — $ 47,093 Assumed common stock warrants (Private Placement) — 22,087 — 22,087 Earnout liability — — 157,585 157,585 Total fair value $ 47,093 $ 22,087 $ 157,585 $ 226,765 Fair Value as of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds in cash and cash equivalents $ 936 $ — $ — $ 936 Total fair value $ 936 $ — $ — $ 936 Liabilities: Redeemable convertible preferred stock warrants liability $ — $ — $ 19,233 $ 19,233 Derivative liability — — 1,239 1,239 $ — $ — $ 20,472 $ 20,472 |
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 % |
Summary of Fair Value of Redeemable Convertible Preferred Stock Warrants Liability and Derivative Liability | The following table sets forth a summary of the activities of the Company’s redeemable convertible preferred stock warrant liability and derivative liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs: Three Months Ended June 30, (in thousands) 2021 2020 Beginning warrant liability balance $ 67,342 $ 735 Change in fair value (12,201 ) 105 Reclassification to APIC upon recapitalization (55,141 ) — Ending warrant liability balance $ — $ 840 Three Months Ended March 31, (in thousands) 2021 2020 Beginning derivative liability balance $ 3,826 $ 147 Change in fair value (3,826 ) (12 ) Ending derivative liability balance $ — $ 135 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant, and equipment consisted of the following: June 30, 2021 December 31, 2020 Land $ 41 $ 39 Pilot plant 5,305 5,237 Lab equipment 2,142 1,958 Machinery and equipment 655 655 Computer and other equipment 319 295 Construction in process 47,664 43,962 56,126 52,146 Less accumulated depreciation and amortization (7,272 ) (7,042 ) Total property, plant, and equipment, net $ 48,854 $ 45,104 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following: June 30, 2021 December 31, 2020 Patents $ 442 $ 430 Less accumulated amortization (200 ) (172 ) $ 242 $ 258 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Stock Option Activity | The following tables summarize the activity under the Stock Plan: Outstanding Weighted Weighted Average Balance at December 31, 2020 8,222,710 $ 0.19 8.30 Granted — $ — Exercised (118,019 ) 0.46 Forfeited / canceled — — Balance as of March 31, 2021 8,104,691 $ 0.19 8.06 Granted — Exercised — Forfeited / Canceled (158,735 ) $ 0.14 Balance as of June 30, 2021 7,945,956 $ 0.19 7.78 Vested and expected to vest at June 30, 2021 7,346,541 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted loss per ordinary share | The following table sets forth the computation of basic and diluted net income (loss) per share: (In thousands, except for share and per share amounts) Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) attributable to common stockholders—Basic $ 62,531 $ (1,693 ) $ 8,960 $ (3,663 ) Remeasurement of preferred stock warrant liability (13,076 ) — — — Net income (loss) attributable to common stockholders—Diluted $ 49,455 $ (1,693 ) $ 8,960 $ (3,663 ) Denominator: Weighted-average common shares outstanding—Basic (1) 67,548,052 62,545,293 65,098,310 62,544,604 Stock options 5,831,260 — 5,876,446 — Warrants to purchase redeemable convertible preferred stock 5,249,279 — — — Weighted-average common shares outstanding—Diluted (1) 78,628,591 62,545,293 70,974,743 62,544,604 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 ) (1) Excludes weighted-average Sponsor Vesting Shares subject to return of 296,703 and 149,171 shares as of the three months and six months ended June 30, 2021, respectively. |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholder for the periods presented because including them would have been antidilutive: Three Months Ended Six Months Ended 2021 2020 2021 2020 Options to purchase common stock — 1,981,176 — 1,981,176 Warrants to purchase common stock 35,476,667 — 35,476,667 — Warrants to purchase redeemable convertible preferred stock, as-converted — 5,554,470 — 5,554,470 |
Risks and Liquidity - Additiona
Risks and Liquidity - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Risks And Liquidity [Abstract] | |
Proceeds for business combination | $ 471 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | |||
Mar. 31, 2022CAD ($) | Jun. 30, 2021USD ($)Segment$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Oct. 31, 2019USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Escrow deposit fair value | $ 1,300,000 | ||||
Escrow deposit | $ 300,000 | $ 300,000 | |||
Number of operating segments | Segment | 1 | ||||
Assets | $ 520,364,000 | 47,428,000 | |||
Grants received | 100,000 | $ 100,000 | |||
Impairment of long lived assets | $ 0 | 0 | |||
Number of equity incentive plans | 2 | ||||
Accretion expense for debt issuance cost | $ 2,400,000 | $ 0 | |||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.50 | ||||
Class of warrant or right, outstanding | shares | 35,476,667 | ||||
Percent of occurrence of a tender offer or exchange of our stockholders | 50.00% | ||||
Public Warrants | |||||
Significant Accounting Policies [Line Items] | |||||
Number of warrants assumed | shares | 24,150,000 | ||||
Class of warrant or right, outstanding | shares | 24,150,000 | ||||
Private Placement Warrants | |||||
Significant Accounting Policies [Line Items] | |||||
Number of warrants assumed | shares | 11,326,667 | ||||
Class of warrant or right, outstanding | shares | 11,326,667 | ||||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Intangible assets, estimated useful lives | 15 years | ||||
Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Intangible assets, estimated useful lives | 7 years | ||||
Outside United States | |||||
Significant Accounting Policies [Line Items] | |||||
Assets | $ 48,800,000 | 45,400,000 | |||
Forecast | Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Reimbursement for eligible expenditure | $ 2.7 | ||||
Standby Letters of Credit | |||||
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. | ||||
Letter of credit | $ 200,000 | $ 200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 470,312 | $ 1,309 | ||
Restricted cash | 565 | 565 | ||
Total cash, cash equivalents, and restricted cash | $ 470,877 | $ 1,874 | $ 2,220 | $ 3,612 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Detail) | 6 Months Ended |
Jun. 30, 2021 | |
Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Office Furniture | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Machinery and Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Minimum | Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 year |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Maximum | Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 25, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Proceeds from divestiture of businesses and interests in affiliates | $ 385,400 | |||
Common stock, conversion basis | 1.00 Legacy Origin share for approximately 2.11 shares of New Origin | |||
Business combination, acquisition related costs | $ 36,700 | |||
Proceeds from sale of units, net of underwriting discounts paid | $ 55 | $ 1 | ||
Common stock shares issued | 136,748,470 | 70,266,925 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Number of vesting shares | 4,500,000 | |||
PIPE Investors [Member] | ||||
Business Acquisition [Line Items] | ||||
Issue of common stocks, Initial public offering | 20,000,000 | |||
Proceeds from sale of units, net of underwriting discounts paid | $ 200,000 | |||
Subscription Shares [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock shares issued | 4,300,001 | |||
Common stock, par value | $ 0.0001 | |||
Share price | $ 10 |
Business Combination - Summary
Business Combination - Summary of Element of the Net Proceeds of Business Combination (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Cash—Trust Account (net of redemptions of $439 million) | $ 260,448 |
Cash | 60 |
Cash—PIPE & Backstop Financing | 243,000 |
Non-cash net assets assumed from Artius | 40 |
Less: Fair value of assumed common stock warrants | (83,370) |
Less: Underwriting fees and other issuance costs paid prior to June 30, 2021 | (34,773) |
Additional Paid-in-Capital from Business Combination, net of issuance costs paid | 385,405 |
Less: Non-cash net assets assumed from Artius | (40) |
Add: Non-cash fair value of assumed common stock warrants | 83,370 |
Add: Other issuance costs included in accounts payable and accrued liabilities | 761 |
Less: Accrued liabilities extinguished through proceeds from Business Combination | (1,966) |
Cash proceeds from the Business Combination | $ 467,530 |
Business Combination - Summar_2
Business Combination - Summary of Element of the Net Proceeds of Business Combination (Parenthetical) (Detail) $ in Millions | Jun. 30, 2021USD ($) |
Business Combinations [Abstract] | |
Assets Held-in-trust | $ 439 |
Business Combination - Summar_3
Business Combination - Summary of Number Shares of Common Stock Outstanding (Detail) | 6 Months Ended |
Jun. 30, 2021shares | |
Business Combinations [Abstract] | |
Artius shares outstanding prior to the Business Combination, excluding 4,500,000 Sponsor Vesting Shares | 86,062,500 |
Less: redemption of Artius shares | 43,880,956 |
Shares issued pursuant to the PIPE and Backstop Financing | 24,300,001 |
Business Combination and PIPE Financing shares, excluding 4,500,000 Sponsor Vesting Shares | 66,481,545 |
Conversion of Legacy Origin Series A preferred stock for common stock | 33,783,099 |
Conversion of Legacy Origin Series B preferred stock for common stock | 19,755,784 |
Conversion of Legacy Origin Series C preferred stock for common stock | 6,286,349 |
Conversion of Legacy Origin convertible notes for common stock | 2,049,212 |
Conversion of Legacy Origin common stock for common stock | 2,838,041 |
Issuance of common stock upon exercise of warrants | 5,554,440 |
Total shares of New Origin common stock outstanding immediately following the Business Combination | 136,748,470 |
Business Combination - Summar_4
Business Combination - Summary of Number Shares of Common Stock Outstanding (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2021shares | |
Business Combinations [Abstract] | |
Number of vesting shares | 4,500,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets And Liabilities Measured At Fair Value (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Assets, Fair Value | $ 2,513 | $ 936 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 226,765 | 20,472 |
Money Market Funds [Member] | ||
Assets: | ||
Assets, Fair Value | 2,513 | 936 |
Level 1 | ||
Assets: | ||
Assets, Fair Value | 2,513 | 936 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 47,093 | |
Level 1 | Money Market Funds [Member] | ||
Assets: | ||
Assets, Fair Value | 2,513 | 936 |
Level 2 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 22,087 | |
Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 157,585 | 20,472 |
Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 47,093 | |
Public Warrants [Member] | Level 1 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 47,093 | |
Private Placement Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 22,087 | |
Private Placement Warrants [Member] | Level 2 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 22,087 | |
Earnout Liability [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 157,585 | |
Earnout Liability [Member] | Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | $ 157,585 | |
Redeemable convertible preferred stock warrants liability | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 19,233 | |
Redeemable convertible preferred stock warrants liability | Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 19,233 | |
Derivative liabilitiy | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | 1,239 | |
Derivative liabilitiy | Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities, Fair Value | $ 1,239 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Key Assumptions for Determining Fair Value of Redeemable Convertible Preferred Stock Warrants (Detail) - Redeemable Convertible Preferred Stock Warrants | Dec. 31, 2020 |
Expected Life (Years) | |
Class of Warrant or Right [Line Items] | |
Fair value measurements inputs | 3 |
Risk-Free Interest Rate | |
Class of Warrant or Right [Line Items] | |
Fair value measurements inputs | 0.17 |
Expected Volatility | |
Class of Warrant or Right [Line Items] | |
Fair value measurements inputs | 70 |
Dividend Yield | |
Class of Warrant or Right [Line Items] | |
Fair value measurements inputs | 0 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Fair Value of Redeemable Convertible Preferred Stock Warrants Liability and Derivative Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Derivative liability [Member] | ||||
Schedule Of Fair Value Of Redeemable Convertible Preferred Stock Warrants Liability And Derivative Liability [Line Items] | ||||
Beginning balance | $ 3,826 | $ 135 | $ 147 | |
Change in fair value | (3,826) | (12) | ||
Ending balance | 135 | |||
Redeemable Convertible Preferred Stock Warrants [Member] | ||||
Schedule Of Fair Value Of Redeemable Convertible Preferred Stock Warrants Liability And Derivative Liability [Line Items] | ||||
Beginning balance | $ 67,342 | 735 | ||
Change in fair value | (12,201) | 105 | ||
Reclassification to APIC upon recapitalization | $ (55,141) | |||
Ending balance | $ 67,342 | $ 840 | $ 735 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - $ / 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 | Jun. 30, 2021 | |
Class of Warrant or Right [Line Items] | |||||||
Warrants exercise price | $ 11.50 | ||||||
Series A Preferred Stock Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued | 122,400 | ||||||
Warrants exercise price | $ 2.7233 | ||||||
Warrants contractual exercise period | 2036-04 | ||||||
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 | |||||
Series B Preferred Stock Warrants | Minimum | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class Of Warrant Or Rights Expiration Period | 2036-06 | 2026-06 | |||||
Series B Preferred Stock Warrants | Maximum | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class Of Warrant Or Rights Expiration Period | 2037-01 | 2026-07 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 56,126 | $ 52,146 |
Less accumulated depreciation and amortization | (7,272) | (7,042) |
Total property, plant, and equipment, net | 48,854 | 45,104 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 41 | 39 |
Pilot Plant | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,305 | 5,237 |
Lab Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,142 | 1,958 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 655 | 655 |
Computer And Other Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 319 | 295 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 47,664 | $ 43,962 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 0.1 | $ 0.1 | |
Capitalized interest cost | 0.8 | $ 0.7 | |
Cumulative translation adjustment | $ 0.7 | $ 0.9 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - Micromidas, Inc. - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Patents | $ 442 | $ 430 |
Less accumulated amortization | (200) | (172) |
Intangible assets, net | $ 242 | $ 258 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - Micromidas, Inc. - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets weighted average useful life | 9 years 10 months 13 days | ||
Amortization expense | $ 14,189 | $ 5,222 |
Consortium Agreement - Addition
Consortium Agreement - Additional Information (Detail) - USD ($) | Aug. 31, 2018 | Dec. 31, 2016 | Jun. 30, 2021 | Jun. 30, 2020 |
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 | $ 0 | $ 100,000 |
Offtake Arrangements - Additio
Offtake Arrangements - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | |
Deferred Compensation Arrangements [Abstract] | ||
Accrued interest | $ 10.7 | $ 10.8 |
Liquidated damages | $ 0.9 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | |||||||
Feb. 28, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Nov. 30, 2019 | May 31, 2019 | Nov. 30, 2016 | Jun. 30, 2021 | Dec. 31, 2020 | |
Unsecured Convertible Notes [Member] | ||||||||
Debt Disclosure [Line Items] | ||||||||
Debt instrument, interest rate | 8.00% | |||||||
Debt instrument, maturity date | Sep. 30, 2021 | |||||||
Debt conversion, converted instrument, amount | $ 50 | |||||||
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 million 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 | |||||||
Promissory Note [Member] | ||||||||
Debt Disclosure [Line Items] | ||||||||
Debt instrument, interest rate | 3.50% | |||||||
Debt instrument, maturity date | Dec. 31, 2021 | |||||||
Prepayment from stockholder | $ 5 | |||||||
Debt instrument, increase, accrued interest | $ 0.2 | |||||||
Long-term debt, maturity, December 20, 2024 | $ 2.2 | |||||||
Long-term debt, maturity, December 19, 2025 | 2.1 | |||||||
Long-term debt, maturity, December 18, 2026 | 2.1 | |||||||
Total debt outstanding | $ 5.2 | $ 5.2 | ||||||
Bridge Notes [Member] | ||||||||
Debt Disclosure [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 6 | |||||||
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 | $ 3.3 | |||||||
Debt conversion, converted instrument, amount | $ 50 | |||||||
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 million 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 million. | |||||||
SPAC transaction | $ 700 | |||||||
Pay Check Protection Program [Member] | ||||||||
Debt Disclosure [Line Items] | ||||||||
Unsecured loan | $ 0.9 | |||||||
Debt instrument, term | 2 years | |||||||
Debt instrument, interest rate | 1.00% |
Other Liabilities, Long-Term _2
Other Liabilities, Long-Term And Related Party Other Liabilities, Long-Term - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Nov. 30, 2016 | Jun. 30, 2021 | Dec. 31, 2020 | |
Other Liabilities [Line Items] | ||||
Other long-term debt | $ 5 | |||
Stockholder [Member] | ||||
Other Liabilities [Line Items] | ||||
Other long-term debt | $ 5.1 | $ 5.1 | ||
Repayment period under prepayment agreement | 5 years | |||
Amount of repayment under prepayment agreement | $ 7.5 | |||
Repayment percentage of prepayment agreement amount | 150.00% | |||
Loan facility interest rate | 0.38% | |||
Loan facility term | 5 years | |||
Debt instrument accrued interest | $ 0.1 | 0.1 | ||
Prepayment Agreement [Member] | ||||
Other Liabilities [Line Items] | ||||
Other long-term debt | $ 5 | $ 2.5 | $ 2.5 | |
Percentage of prepayment applied against future purchases | 100.00% | |||
Period of customer capacity reservation | 10 years | |||
Prepayment Agreement [Member] | Installment 1 [Member] | ||||
Other Liabilities [Line Items] | ||||
Debt instrument, periodic payment | $ 2.5 | |||
Prepayment Agreement [Member] | Installment 2 [Member] | ||||
Other Liabilities [Line Items] | ||||
Debt instrument, periodic payment | $ 2.5 | |||
Period of payment of prepayment agreement | 30 days | |||
London Interbank Offered Rate [Member] | Stockholder [Member] | ||||
Other Liabilities [Line Items] | ||||
Loan facility interest rate | 0.25% |
Earnout Liability - Additional
Earnout Liability - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Earnout shares of common stock outstanding | shares | 25,000,000 | 25,000,000 | |
Sponsor vesting Shares of common stock outstanding | shares | 4,500,000 | 4,500,000 | |
Change in fair value of earnout liability | $ | $ 45,497 | $ 45,497 | |
Earnout Liability [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability | $ | 158,000 | 158,000 | $ 0 |
Change in fair value of earnout liability | $ | $ 45,500 | $ 45,500 | |
Earnout Liability [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent Consideration, Liability, Measurement Input | 0 | 0 | |
Earnout Liability [Member] | Measurement Input, Price Volatility [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent Consideration, Liability, Measurement Input | 0.63 | 0.63 | |
Earnout Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent Consideration, Liability, Measurement Input | 0.0087 | 0.0087 | |
Earnout Liability [Member] | Share trigger price One | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Share price | $ / shares | $ 15 | $ 15 | |
Period from businees combination closing date stock price trigger | 3 years | ||
Earnout Liability [Member] | Share trigger price 3 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Share price | $ / shares | 25 | $ 25 | |
Period from businees combination closing date stock price trigger | 5 years | ||
Earnout Liability [Member] | Share trigger price 2 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Share price | $ / shares | $ 20 | $ 20 | |
Period from businees combination closing date stock price trigger | 4 years |
Canadian Government Research _2
Canadian Government Research and Development Program Liability - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | ||
Apr. 30, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Research And Development Line Items [Line Items] | |||
Lesser eligible costs percentage | 22.14% | ||
Date of receive funding for eligible expenditures | Mar. 31, 2023 | ||
Lesser eligible costs | $ 23 | ||
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 million (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. | ||
Commercial plants constructed and operational period | 30 months | ||
Funding liability | $ 6.4 | $ 6.2 | |
Minimum costs of commercial plants | $ 500 | ||
Funding repayment period | 15 years |
Assumed Common Stock Warrants -
Assumed Common Stock Warrants - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | ||
Number of warrants or rights outstanding | 35,476,667 | 35,476,667 |
Assumed common stock warrants liability | $ | $ 69,180 | $ 69,180 |
Change in fair value of gain loss assumed warrants | $ | $ 14,200 | $ 14,200 |
Share trigger price One | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants redemption price per unit | $ / shares | $ 0.01 | $ 0.01 |
Class of warrants redemption notice period | 30 days | |
Warrant instrument redemption threshold consecutive trading days | 20 days | |
Warrant instrument redemption threshold trading days | 30 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued during the period | 24,150,000 | |
Warrants exercise price | 11.50 | 11.50 |
Number of common stock shares converted | 1 | 1 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued during the period | 11,326,667 | |
Warrants exercise price | 11.50 | 11.50 |
Number of common stock shares converted | 1 | 1 |
Private Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercise price | 12 | 12 |
Warrant instrument redemption threshold consecutive trading days | 20 days | |
Minimum lock In period required for warrant exercise from the date of business combination | 365 days | |
Number of days for a particular event to get over for determining trading period | 150 days | |
Common Class A | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Share redemption trigger price per share | $ / shares | $ 18 | $ 18 |
Common Class A | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Share redemption trigger price per share | $ / shares | 10 | 10 |
Common Class A | Share trigger price One | ||
Class of Warrant or Right [Line Items] | ||
Share redemption trigger price per share | $ / shares | $ 18 | $ 18 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Feb. 16, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||
Preferred shares authorised | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding | 136,748,470 | 136,748,470 | 70,266,925 | ||||
Common stock description of voting rights | one | ||||||
Stock Option available for grant | 2,696,439 | 2,696,439 | 2,537,704 | ||||
Stock Option, exercisable | 3,729,763 | 3,729,763 | 2,150,941 | ||||
Stock Option, aggregate intrinsic value | $ 58,811,532 | $ 58,811,532 | |||||
Stock options issued during the period | 0 | 0 | |||||
Stock-based compensation | 4,172,000 | $ 18,000 | |||||
Stock compensation not yet recognized | $ 8,000,000 | $ 8,000,000 | |||||
Stock compensation not yet recognized, vesting period | 4 years | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 1,010,000,000 | 1,010,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares outstanding | 136,746,470 | 136,746,470 | 70,266,925 | ||||
Warrants issued | 1,000,000,000 | ||||||
General and Administrative Expense [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock-based compensation | $ 3,500,000 | $ 0 | |||||
Research and Development Expense [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock-based compensation | $ 800,000 | $ 0 | |||||
Performance And Market Based Awards [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock options vested | 529,119 | ||||||
Stock options issued during the period | 2,920,732 | ||||||
Performance And Market Based Awards [Member] | Stock Options, Vesting One [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock options, outstanding | 529,119 | ||||||
Performance And Market Based Awards [Member] | Stock Options, Vesting Two [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock options, outstanding | 2,391,613 | 2,391,613 | |||||
Stock Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock shares reserved | 18,467,109 | 18,467,109 | |||||
Stock option plan, exercisable period | 4 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. | ||||||
Stock Plan [Member] | Share-based Payment Arrangement, Nonemployee [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock option plan, exercisable period | 10 years | ||||||
Stock Plan [Member] | One Year From The Vesting Commencement Date [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock option plan, vesting percentage | 25.00% | ||||||
Stock Plan [Member] | Thereafter [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock option plan, vesting percentage per month | 1/36th per month |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Number of Shares, Outstanding beginning balance | 8,104,691 | 8,222,710 | 8,222,710 | |
Granted | 0 | 0 | ||
Exercised | 0 | (118,019) | ||
Forfeited / canceled | (158,735) | 0 | ||
Number of Shares, Outstanding ending balance | 7,945,956 | 8,104,691 | 7,945,956 | 8,222,710 |
Number of Shares, Vested and expected to vest | 7,346,541 | 7,346,541 | ||
Weighted Average Exercise Price Per share, Outstanding beginning balance | $ 0.19 | $ 0.19 | $ 0.19 | |
Granted | 0 | |||
Exercised | 0.46 | |||
Forfeited / canceled | 0.14 | 0 | ||
Weighted Average Exercise Price Per share, Outstanding ending balance | $ 0.19 | $ 0.19 | $ 0.19 | $ 0.19 |
Weighted Average Remaining Contractual Term, Outstanding | 7 years 9 months 10 days | 8 years 21 days | 8 years 3 months 18 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 0.00% | 0.00% |
Commitments and Contingencies
Commitments and Contingencies - Additional Information (Detail) | May 31, 2019 | Jul. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 30, 2016USD ($) | Aug. 31, 2015USD ($) | Jun. 30, 2011USD ($) | May 31, 2018USD ($)MMBTU | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Rental expense | $ 100,000 | $ 100,000 | ||||||||
Property, plant and equipment, net | 48,854,000 | $ 45,104,000 | ||||||||
License payment, royalty payment | 0 | |||||||||
Operating and Maintenance Agreement | ||||||||||
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 | 100,000 | 100,000 | ||||||||
Operating and Maintenance Agreement | Minimum | ||||||||||
Operating and maintenance agreements, fixed payments per year | $ 400,000 | |||||||||
Take Or Pay Steam Supply Agreement | ||||||||||
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 | 100,000 | 100,000 | ||||||||
Service agreement, percentage of steam receivable thereafter | 50.00% | |||||||||
Take Or Pay Steam Supply Agreement | Maximum | ||||||||||
Service agreement, percentage of steam receivable during first year | 25.00% | |||||||||
Service agreement, MMBtus per year generated | MMBTU | MMBTU | 140,000 | |||||||||
Joint Development Agreements | ||||||||||
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 | ||||||||
Patent License Agreement | ||||||||||
License agreement, description | the Company entered into a patent license agreement for $0.1 million, which expires upon expiration of the last patent in December 2025. | |||||||||
License agreement term | 2025-12 | |||||||||
License agreement amount | $ 100,000 | $ 500,000 | $ 35,000 | |||||||
Royalty payment per year | 5,000 | 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 | |||||||||
Patent License Agreement | Maximum | ||||||||||
Royalty payment per year | $ 25,000 | |||||||||
Royalty payment, cumulative amount | $ 1,000,000 | $ 2,000,000 | ||||||||
Nonexclusive Patents Llicense Agreement | ||||||||||
Royalty payment per year | $ 5,000 | |||||||||
Percentage of net sales Percentage | 0.40% |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Summary of Basic And Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Numerator: | |||||
Net income (loss) attributable to common stockholders—Basic | $ 62,531 | $ (1,693) | $ 8,960 | $ (3,663) | |
Remeasurement of preferred stock warrant liability | (13,076) | ||||
Net income (loss) attributable to common stockholders—Diluted | $ 49,455 | $ (1,693) | $ 8,960 | $ (3,663) | |
Denominator: | |||||
Weighted-average common shares outstanding—Basic | [1] | 67,548,052 | 62,545,293 | 65,098,310 | 62,544,604 |
Stock options | 5,831,260 | 5,876,446 | |||
Warrants to purchase redeemable convertible preferred stock | 5,249,279 | ||||
Weighted-average common shares outstanding—Diluted | [1] | 78,628,591 | 62,545,293 | 70,974,743 | 62,544,604 |
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) | |
[1] | Excludes weighted-average Sponsor Vesting Shares subject to return of 296,703 and 149,171 shares as of the three months and six months ended June 30, 2021, respectively. |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Summary of Basic And Diluted Net Income (Loss) Per Share (Parenthetical) (Detail) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||
weighted-average Sponsor Vesting Shares subject to return | 296,703 | 149,171 |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation Of Earnings Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,981,176 | 1,981,176 | ||
Warrants to purchase common stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 35,476,667 | 35,476,667 | ||
Warrants to purchase redeemable convertible preferred stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,554,470 | 5,554,470 |
Basic and Diluted Net Loss Pe_6
Basic and Diluted Net Loss Per Share - Additional Information (Detail) | Jun. 30, 2021USD ($)shares |
Earnings Per Share [Abstract] | |
Options for Common stock outstanding | $ | $ 1,481,531 |
Sponsor vesting Shares of common stock outstanding | 4,500,000 |
Earnout shares of common stock outstanding | 25,000,000 |