Origin SPAC Presentation Deck slide image

Origin SPAC Presentation Deck

Forward Looking Statements and Disclaimers DISCLAIMER This presentation is for informational purposes only. It shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Artius Acquisition, Inc. ("Artius"), Micromidas, Inc. (dba Origin Materials, "Origin") and related transactions (the "Proposed Business Combination") and for no other purpose. Neither the Securities and Exchange Commission ("SEC") nor any securities commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the Proposed Business Combination, or determined that this presentation is truthful or complete. Any representation to the contrary is a criminal offense. No representations or warranties, express or implied, are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will Artius, Origin or any of their respective subsidiaries, stockholders, affiliates, representatives, directors, officers, employees, advisers, or agents be responsible or liable for a direct, indirect, or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither Artius nor Origin has independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness. This data is subject to change. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Origin or the Proposed Business Combination. Viewers of this presentation should each make their own evaluation of Origin and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. The information contained herein is as of February 17, 2021, and does not reflect any subsequent events. FORWARD-LOOKING STATEMENTS Certain statements included in this presentation that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Origin's business strategy, estimated total addressable market, commercial and operating plans, product development plans and projected financial performance. These statements are based on various assumptions, whether or not identified in this presentation, and on the current expectations of the respective management of Origin and Artius and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Origin and Artius. These forward-looking statements are subject to a number of risks and uncertainties, including that Origin may be unable to successfully commercialize its products; the effects of competition on Origin's business; the uncertainty of the projected financial information with respect to Origin; disruptions and other impacts to Origin's business as a result of the COVID-19 pandemic and other global health or economic crises; changes in customer demand; the parties may be unable to successfully or timely consummate the Proposed Business Combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the stockholders of Artius or Origin is not obtained; failure to realize the anticipated benefits of the Proposed Business Combination; the amount of redemption requests made by Artius' stockholders, and those factors discussed in Artius' final prospectus filed with the SEC on July 15, 2020 under the heading "Risk Factors," and other documents Artius has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Artius nor Origin presently know, or that Artius or Origin currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Artius' and Origin's expectations, plans, or forecasts of future events and views as of the date of this presentation. Artius and Origin anticipate that subsequent events and developments will cause Artius' and Origin's assessments to change. However, while Artius and Origin may elect to update these forward-looking statements at some point in the future, Artius and Origin specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Artius' and Origin's assessments of any date subsequent to the date of this presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. ADDITIONAL INFORMATION AND WHERE TO FIND IT This presentation relates to a proposed transaction between Origin and Artius. This presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Proposed Business Combination, Artius intends to file relevant materials with the SEC, including a combined registration statement and proxy statement. Promptly after the registration statement is declared effective by the SEC, Artius will mail a definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the special meeting relating to the Proposed Business Combination. Investors and securities holders of Artius are urged to read these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the transaction that Artius will file with the SEC when they become available because they will contain important information about Artius, Origin and the transaction. The preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other relevant materials in connection with the Proposed Business Combination (when they become available), and any other documents filed by Artius with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov). The documents filed by Artius with the SEC also may be obtained free of charge at Artius' website at www.artiuscapital.com/acquisition or upon written request to 3 Columbus Circle, Suite 2215, New York, NY 10019. PARTICIPANTS IN SOLICITATION Artius, Origin and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Artius' shareholders in connection with the proposed transaction. Information about Artius' directors and executive officers and their ownership of Artius' securities is set forth in Artius' final prospectus filed with the SEC on July 15, 2020. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. NON-SOLICITATION This presentation is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Artius, the combined company or Origin, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. USE OF PROJECTIONS This presentation contains Origin's projected financial information. Such projected financial information is forward-looking and is for illustrative purposes only. It should not be relied upon as being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to many significant business, economic, competitive and other risks and uncertainties. Refer to "Forward-Looking Statements" above. Actual results may differ materially from the results presented in such projected financial information, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. FINANCIAL INFORMATION; NON-GAAP FINANCIAL MEASURES The financial information and data contained in this presentation are unaudited and do not conform to Regulation S-X. Accordingly, such information and data may not be included, may be adjusted or may be presented differently in any proxy statement, prospectus or registration statement or other report or document to be filed or furnished by Artius with the SEC. In addition to financial measures included in this presentation that are calculated in accordance with generally accepted accounting principles in the United States ("GAAP"), this presentation contains non-GAAP financial measures, such as EBITDA and EBITDA margins. Artius and Origin believe these non- GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to Origin's financial condition and results of operations. Origin's management uses these non-GAAP financial measures in conjunction with traditional GAAP financial and operating performance measures as part of its overall assessment of its performance, for budgeting and planning purposes, to evaluate the effectiveness of its business strategies and to communicate with investors. Origin does not place undue reliance on these non-GAAP financial measures, and they should not be considered as substitutes for other measures of financial condition and results of operations reported in accordance with GAAP. A reconciliation of EBITDA to net income (loss) is not included in this presentation because the items that impact net income (loss) are outside of Origin's control and cannot be reasonably predicted. Accordingly, reconciliation of adjusted EBITDA to net income (loss) is not available without unreasonable effort. You should review Origin's audited financial statements prepared in accordance with GAAP, which will be included in a combined registration statement and proxy statement to be filed with the SEC. TRADEMARKS This presentation contains trademarks, service marks, trade names and copyrights of Artius, Origin and other companies which are the property of their respective owners. ORIGIN 2
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