Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-04321 | ||
Entity Registrant Name | ORIGIN MATERIALS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 899.5 | ||
Entity Bankruptcy Proceedings, Reporting Current | false | ||
Entity Common Stock, Shares Outstanding | 141,301,569 | ||
Documents Incorporated by Reference | Specified portions of the registrant’s definitive proxy statement to be issued in conjunction with the registrant’s 2022 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2021 ("Proxy Statement"), are incorporated by reference into Part III of this Annual Report. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be a part of this Annual Report. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001802457 | ||
Entity Filer Category | Large Accelerated Filer | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | ORGN | ||
Security Exchange Name | NASDAQ | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | ORGNW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | San Jose, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 46,637 | $ 1,309 |
Restricted cash | 490 | 565 |
Marketable securities | 397,458 | 0 |
Other receivables | 2,612 | 48 |
Derivative asset | 202 | 0 |
Prepaid expenses and other current assets | 3,774 | 83 |
Total current assets | 451,173 | 2,005 |
Property, plant, and equipment, net | 57,185 | 45,104 |
Operating lease right-of-use asset | 1,782 | 0 |
Intangible assets, net | 215 | 258 |
Other long-term assets | 62 | 62 |
Total assets | 510,417 | 47,429 |
Current liabilities | ||
Accounts payable | 2,451 | 2,700 |
Accrued expenses | 973 | 593 |
Operating lease liability, current | 280 | 0 |
Other liabilities, current | 380 | 0 |
Derivative liability | 103 | 1,239 |
Stockholder convertible notes payable | 0 | 3,232 |
Total current liabilities | 4,187 | 7,764 |
PPP Loan | 0 | 906 |
Earnout liability | 127,757 | 0 |
Canadian Government Research and Development Program Liability | 6,762 | 6,197 |
Redeemable convertible preferred stock warrants | 0 | 19,233 |
Assumed common stock warrants liability | 52,860 | 0 |
Stockholder note | 5,189 | 5,189 |
Related party other liabilities, long-term | 5,720 | 5,517 |
Operating lease liability | 1,486 | 0 |
Other liabilities, long-term | 2,946 | 2,500 |
Total liabilities | 206,907 | 47,306 |
Commitments and contingencies (See Note 19) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 141,301,569 and 70,266,925, issued and outstanding as of December 31, 2021 and December 31, 2020, respectively (including 4,500,000 Sponsor Vesting Shares) | 16 | 6 |
Additional paid-in capital | 361,542 | 98,620 |
Accumulated deficit | (56,797) | (98,887) |
Accumulated other comprehensive income (loss) | (1,251) | 384 |
Total stockholders’ equity | 303,510 | 123 |
Total liabilities and stockholders’ equity | $ 510,417 | $ 47,429 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 141,301,569 | 70,266,925 |
Common stock, shares outstanding (in shares) | 141,301,569 | 70,266,925 |
Sponsor vesting shares issued (in shares) | 4,500,000 | |
Sponsor vesting shares outstanding (in shares) | 4,500,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses | ||
Research and development | $ 9,124 | $ 4,138 |
General and administrative | 17,265 | 6,563 |
Depreciation and amortization | 544 | 479 |
Total operating expenses and loss from operations | 26,933 | 11,180 |
Other (income) expenses | ||
Interest income | (1,413) | 0 |
Interest expense, net of capitalized interest | 2,838 | 341 |
Change in fair value of derivatives | 1,326 | 1,088 |
Change in fair value of warrants liability | 4,525 | 18,498 |
Change in fair value of earnout liability | (75,488) | 0 |
Other income, net | (811) | (805) |
Total other (income) expenses, net | (69,023) | 19,122 |
Net income (loss) | 42,090 | (30,302) |
Other comprehensive income (loss) | ||
Unrealized (loss) on marketable securities | (1,712) | 0 |
Foreign currency translation adjustment, net of tax | 77 | 794 |
Total comprehensive income (loss) | $ 40,455 | $ (29,508) |
Net income (loss) per share, basic (in dollars per share) | $ 0.42 | $ (0.48) |
Net income (loss) per share, diluted (in dollars per share) | $ 0.40 | $ (0.48) |
Weighted-average common shares outstanding, basic (in shares) | 101,221,781 | 62,544,933 |
Weighted-average common shares outstanding, diluted (in shares) | 106,237,754 | 62,544,933 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Series A | Series B | Series C | Previously Reported | Previously ReportedSeries A | Previously ReportedSeries B | Previously ReportedSeries C | Revision of Prior Period, Adjustment | Revision of Prior Period, AdjustmentSeries A | Revision of Prior Period, AdjustmentSeries B | Revision of Prior Period, AdjustmentSeries C | Legacy Origin Common Stock | Legacy Origin Common StockPreviously Reported | Legacy Origin Common StockRevision of Prior Period, Adjustment | Common Stock | Common StockPreviously Reported | Common StockRevision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated Other Comprehensive Income (loss) | Accumulated Other Comprehensive Income (loss)Previously Reported |
Balance beginning (in shares) at Dec. 31, 2019 | 0 | 1,283,788 | (1,283,788) | 62,542,363 | 0 | 62,542,363 | |||||||||||||||||||
Balance beginning at Dec. 31, 2019 | $ 27,999 | $ (67,984) | $ 95,983 | $ 0 | $ 0 | $ 6 | $ 0 | $ 6 | $ 96,988 | $ 1,011 | $ 95,977 | $ (68,585) | $ (68,585) | $ (410) | $ (410) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Common stock issued upon exercise of stock options (in shares) | 2,912 | ||||||||||||||||||||||||
Common stock issued upon exercise of stock options | 2 | 2 | |||||||||||||||||||||||
Stock-based compensation | 1,630 | 1,630 | |||||||||||||||||||||||
Net income | (30,302) | (30,302) | |||||||||||||||||||||||
Other comprehensive loss | 794 | 794 | |||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 123 | $ 6 | 98,620 | (98,887) | 384 | ||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 62,545,275 | ||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | 13,204,284 | 6,275,704 | 1,590,675 | (13,204,284) | (6,275,704) | (1,590,675) | ||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 0 | $ 0 | $ 0 | $ 31,478 | $ 41,125 | $ 23,380 | $ (31,478) | $ (41,125) | $ (23,380) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Reclassification of stockholders' convertible notes payable (in shares) | 2,049,191 | ||||||||||||||||||||||||
Reclassification of stockholders’ convertible notes payable | 20,491 | 20,491 | |||||||||||||||||||||||
Reclassification of redeemable convertible preferred stock warrant liability (in shares) | 5,554,440 | ||||||||||||||||||||||||
Reclassification of redeemable convertible preferred stock warrant liability | 54,274 | $ 7 | 54,267 | ||||||||||||||||||||||
Business Combination, net of redemptions and equity issuance costs of $37 million (in shares) | 70,981,545 | ||||||||||||||||||||||||
Business Combination, net of redemptions and equity issuance costs of $37 million | 385,405 | 385,405 | |||||||||||||||||||||||
Reclassification of equity to liability related to earn out provisions of Business Combination (see note 13) | (203,082) | (203,082) | |||||||||||||||||||||||
Common stock issued upon exercise of stock options (in shares) | 171,118 | ||||||||||||||||||||||||
Common stock issued upon exercise of stock options | 77 | $ 3 | 74 | ||||||||||||||||||||||
Stock-based compensation | 5,767 | 5,767 | |||||||||||||||||||||||
Net income | 42,090 | 42,090 | |||||||||||||||||||||||
Other comprehensive loss | (1,635) | (1,635) | |||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 303,510 | $ 16 | $ 361,542 | $ (56,797) | $ (1,251) | ||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 141,301,569 |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Equity issuance costs | $ 37 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ 42,090 | $ (30,302) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 544 | 479 |
Amortization on right-of-use asset | 280 | 0 |
Stock-based compensation | 5,767 | 1,630 |
Amortization of debt issuance costs | 14 | 90 |
Accretion of debt discount | 2,211 | 101 |
Change in fair value of derivatives | 1,326 | 1,088 |
Change in fair value of warrants liability | 4,525 | 18,498 |
Change in fair value of earnout liability | (75,488) | 0 |
Operating cash flows from operating leases | (295) | 0 |
Changes in operating assets and liabilities: | ||
Other receivables | (2,563) | 1,007 |
Grants receivable | 0 | 87 |
Prepaid expenses and other current assets | (3,652) | 53 |
Increase in other liabilities, current | 380 | 0 |
Accounts payable | (395) | 1,203 |
Accrued expenses | 3,010 | 349 |
Related party payable | 203 | 256 |
Net cash used in operating activities | (22,043) | (5,461) |
Cash flows from investing activities | ||
Purchases of property, plant, and equipment, net of grants | (12,268) | (1,786) |
Purchases of marketable securities | (2,448,316) | 0 |
Sales of marketable securities | 2,024,089 | 0 |
Maturities of marketable securities | 25,058 | 0 |
Capitalized interest on plant construction | (201) | (268) |
Net cash used in investing activities | (411,638) | (2,054) |
Cash flows from financing activities | ||
Proceeds from stockholders' notes payable, net of debt issuance costs | 11,707 | 3,166 |
Payment of short-term debt | (906) | 0 |
Proceeds from Canadian Government Research and Development Program | 543 | 2,662 |
Issuance of common stock | 74 | 1 |
Business combination, net of issuance costs paid | 467,530 | 0 |
Net cash provided by financing activities | 478,948 | 5,829 |
Effects of foreign exchange rate changes on the balance of cash and cash equivalents, and restricted cash held in foreign currencies | (14) | (52) |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 45,253 | (1,738) |
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 | 47,127 | 1,874 |
Supplemental disclosure of cash flow information | ||
Conversion of stockholder convertible notes payable to common stock | 20,493 | 0 |
Reclassification of redeemable convertible preferred stock warrants to common stock | 54,267 | 0 |
Reclassification of contingently issued equity to liability | 203,082 | 0 |
Net assets assumed from business combination | 81,364 | 0 |
Debt discount related to derivative liability | 2,196 | 0 |
Business combination transaction costs, accrued but not paid | 609 | 0 |
Operating lease right-of-use assets obtained in exchange for lease obligations | $ 2,062 | $ 0 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 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 can convert 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 feedstocks. The Company is currently developing and constructing its first manufacturing plant in Ontario, Canada (Origin 1), which is expected to become operational in 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 (now known as Origin Materials Operating, Inc.). 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 , to these consolidated financial statements. |
Risks and Liquidity
Risks and Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Risks And Liquidity [Abstract] | |
Risks and Liquidity | Risks and LiquidityPrior to the Business Combination, the Company primarily financed its operations through the sale of convertible preferred stock, common 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 $444.6 million of cash and cash equivalents, restricted cash, and marketable securities will enable it to fund its planned operations for at least twelve months from the issuance date of these consolidated financial statements.Beginning in March 2020, the COVID-19 pandemic and the measures imposed to contain this pandemic have disrupted and are expected to continue to impact the Company’s business. The magnitude of the impact of the COVID-19 pandemic on the Company’s productivity, results of operations and financial position, and its disruption to the Company’s business and battery development and timeline, will depend in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course. We continue to monitor the rapidly evolving conditions and circumstances, as well as guidance from international and domestic authorities, including public health authorities, and we may need to take additional actions based on their recommendations. There is considerable uncertainty regarding the impact on our business stemming from current measures and potential future measures that could restrict access to our facilities, limit manufacturing and support operations and place restrictions on our workforce and suppliers. The measures implemented by various authorities related to the COVID-19 outbreak have caused us to change our business practices including those related to where employees work, the distance between employees in our facilities, limitations on in-person meetings between employees and with customers, suppliers, service providers and stakeholders, as well as restrictions on business travel to domestic and international locations or to attend trade shows, investor conferences and other events. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company’s 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 operations; • 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 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 and valuation of convertible preferred stock warrants prior to the Business Combination, valuation of the earnout liability, valuation of assumed common stock warrants liability, carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, marketable securities, stock-based compensation expense, probabilities of achievement of performance conditions on performance stock awards, 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. Principles of Consolidation The 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, Origin Materials Canada Holding Limited, Origin Materials Canada Polyesters Limited, Origin Material Canada Pioneer Limited, Origin Materials Canada Research Limited, and Micromidas, Inc. (now known as Origin Materials Operating, Inc.). 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, cash equivalents and marketable securities. The Company maintains its cash, cash equivalents, and marketable securities 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 Consolidated Balance Sheets based on the respective maturity dates. The Company has an escrow agreement for $1.3 million, whereby the funds would be used for construction and transportation services in connection with Origin 1. At December 31, 2021 and December 31, 2020, the escrow account had a balance of $0.3 million. The Company has a standby letter of credit, whereby the funds may be used for the completion of work, services, and improvements in connection with Origin 1. The standby letter of credit matures and automatically renews in October of each year. At December 31, 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): December 31, 2021 December 31, 2020 Cash and cash equivalents $ 46,637 $ 1,309 Restricted cash $ 490 $ 565 Total cash, cash equivalents, and restricted cash $ 47,127 $ 1,874 Marketable Securities The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. The Company considers all of its marketable debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities within current assets on the consolidated balance sheets. Securities are classified as available for sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the consolidated statements of comprehensive income until realized. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses, as required by new accounting pronouncement, Accounting Standards Update No. 2016-13 (“ASU 2016-13”), discussed in further detail below. Expected credit losses on securities are recognized in other income (expense), net on the consolidated statements of operations and comprehensive loss, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive loss in the consolidated statement of redeemable convertible preferred stock and stockholders' equity. For the purposes of computing realized and unrealized gains and losses, the cost of securities sold is based on the specific-identification method. Interest on securities classified as available for sale is included as a component of interest income within other income (expense). The nature of these financial instruments include instruments for which quoted prices are available but traded less frequently, instruments whose fair value has been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 2 financial instruments include agency mortgage-backed securities, corporate fixed income securities infrequently traded, and other securities, which primarily consist of sovereign debt, U.S. government agency securities, loans, and state and municipal securities. Derivative Financial Instruments 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 Statements of Operations and Comprehensive Income (Loss). The Company enters into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk related to marketable securities. The Company uses forward currency derivative contracts to minimize the Company’s exposure to balances primarily denominated in the British Pound Sterling and Australian Dollar. The Company’s foreign currency derivative contracts, which are not designated as hedging instruments, are used to reduce the exchange rate risk associated primarily with marketable securities. The Company’s derivative financial instruments program is not designated for trading or speculative purposes. Outstanding foreign currency derivative contracts are recorded at fair value on the consolidated balance sheets. Foreign currency derivative contracts are marked-to-market at the end of each reporting period with gains and losses recognized in the change in fair value of derivatives within other (income) expense. While the contract or notional amount is often used to express the volume of foreign currency derivative contracts, the amounts potentially subject to credit risk are generally limited to the amounts, if any, by which the counterparties’ obligations under the agreements exceed the obligations of the Com pany to the counterparties. The notional amount of foreign currency derivative contracts as of December 31, 2021 and 2020 was $63.7 million and $0.0 million, respectively. 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, cash equivalents, marketable securities, and foreign currency derivative contracts are level 2 inputs as the Company uses quoted market prices or alternative pricing sources and models utilizing observable market 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, and amounts due from cash collateral held by others for foreign currency derivative contracts. 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 (in 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 year ended December 31, 2021 and 2020 the Company received $0.0 million and $0.2 million in grants, recorded in other income, net on the Consolidated Statements of Operations and Comprehensive Income (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 year ended December 31, 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 year ended December 31, 2021 and 2020, accretion expense for debt issuance cost was $2.2 million and $0.1 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 Consolidated Statements of Operations and Comprehensive Income (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 capital. 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’ initial public offering and entitle each holder to purchase one share of Class A Common Stock at an exercise price of at $11.50 per share. As of December 31, 2021, 24,150,000 Public Warrants and 11,326,667 Private Placement Warrants are outstanding. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. The Company evaluated the Assumed Common Stock Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) , and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Assumed Common Stock Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of our Class A stockholders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Assumed Common Stock Warrants do not meet the conditions to be classified in equity. Since the Assumed Common Stock Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the change in fair value of Assumed Common Stock Warrant liabilities within the Consolidated Statements of Operations and Comprehensive Income (Loss) at each reporting date. The Public Warrants were publicly traded and thus had an observable market price to estimate fair value, and the Private Placement Warrants were effectively valued similar to the Public Warrants, as described in Note 6. 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 Consolidated Balance Sheet at fair value, with subsequent changes in their respective fair values recognized in earnings at each reporting date. Leases We have operating leases for office space and equipment, some of which have escalating rentals during the initial lease term and during subsequent optional renewal periods. The Company accounts for its leases under ASC 842, Leases . We recognize a right-of-use asset and lease liability for operating leases based on the net present value of future minimum lease payments. Lease expense is recognized on a straight-line basis over the non-cancelable lease term and renewal periods that are considered reasonably certain. Research and Development Cost Costs related to research and development are expensed as incurred. Stock-Based Compensation The Company has issued common stock awards under three equity incentive plans. Origin measures stock options and other stock-based awards granted to employees, directors and other service providers based on their fair value on the date of grant and recognizes compensation expenses of those awards over the requisite service period, which is generally the vesting period of the respective award. For awards with performance conditions, compensation is recorded once there is sufficient objective evidence the performance conditions are considered probable of being met. Origin applies the straight-line method of expense recognition to all awards with only service-based vesting conditions. Origin estimates the fair value of each stock option grant on the date of grant using the Black-Scholes option-pricing model and the grant date closing stock price for RSU awards and performance awards. The Black-Scholes option-pricing model requires the use of highly subjective assumptions including: • Expected term – The expected term of the options is based on the simplified method, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option which averages an award’s vesting term and its contractual term. • Expected volatility – The Company uses the trading history of various companies in its industry sector in determining an estimated volatility factor. • Expected dividend – The Company has not declared common stock dividends and does not anticipate declaring any common stock dividends in the foreseeable future. • Forfeiture – The Company estimates forfeitures based on historical activity and considers voluntary and involuntary termination behavior as well as analysis of actual historical option forfeitures, netting the estimated expense by the derived forfeiture rate. • Risk-free interest rate – The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with the same or substantially equivalent remaining term. 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 exchange rates except for nonmonetary capital transactions and balances, which are translated at historical rates. All income and expense amounts of the Company are translated at average exchange rates for the respective period. Translation gains and losses are not included in determining net loss but are accumulated in a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included in the determination of net loss in the period in which they occur. These amounts are included in other income, net, of the Consolidated Statements of Operations and Comprehensive Income (Loss). Comprehensive Income (Loss) The Company’s comprehensive income or loss consists of net income or loss and other comprehensive income (loss). Foreign currency translation gains or losses and unrealized gains or losses on available-for-sale marketable debt securities are included in the Company’s other comprehensive income (loss). Basic and Diluted Net Income (Loss) Per Share Basic net income (loss) per common share is calculated by dividing the net income (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 income (loss) per share is computed by dividing the net income (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 income (loss) per share calculation, the convertible preferred stock, common stock options, RSU awards, performance stock awards, convertible preferred stock warrants, common stock warrants, convertible notes, earnout shares, and Sponsor Vesting Shares (as defined below) are considered to be potentially dilutive securities. Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. All series of the Company’s convertible preferred stock are considered to be participating securities because, in addition to cumulative dividends, all holders are entitled to receive a non-cumulative dividend on a pari passu basis in the event that a dividend is paid on the common stock. The two-class method requires income or loss available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income or loss for the period had been distributed. The holders of the convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net income (loss) is attributed entirely to common stockholders. For the periods presented that the Company has reported a net loss, diluted net loss per common share is the same as basic net loss per common share for those periods. Reclassifications Certain amounts in prior periods have been reclassified to conform with the report classifications of the year ended December 31, 2021, noting the Company has reflected the reverse recapitalization pursuant to the Business Combination for all periods presented within the Consolidated Balance Sheets and Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity. Segment Reporting The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Co-Chief Executive Officers are the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination On June 25, 2021, Artius and Micromidas, Inc. (now known as Origin Materials Operating, Inc., “Legacy Origin”) completed the Business Combination pursuant to the Merger Agreement with Legacy Origin surviving the merger as a wholly owned subsidiary of Artius, which became Origin Materials, Inc. Cash proceeds from the Business Combination totaled approximately $467.5 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 the Company, the Exchange 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 capital in the Consolidated Balance Sheet as of December 31, 2021. 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 $200.0 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 at the date of acquisition (in thousands): 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 the date of acquisition (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 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, including 4,500,000 Sponsor Vesting Shares 90,562,500 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, including 4,500,000 Sponsor Vesting Shares 70,981,545 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 the Company common stock outstanding immediately following the Business Combination 141,248,470 Sponsor Vesting Shares were not included in the above schedule in previous interim period financial statements. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , to simplify the accounting for income taxes. The new guidance changes various subtopics of accounting for income taxes including, but not limited to, accounting for “hybrid” tax regimes, tax basis step-up in goodwill obtained in a transaction that is not a business combination, intraperiod tax allocation exception to incremental approach, ownership changes in investments, interim-period accounting for enacted changes in tax law, and year-to-date loss limitation in interim-period tax accounting. The Company early adopted the new standard as of January 1, 2021. The adoption of the standard had no material impact on the Company’s financial results. In February 2016, the FASB issued an ASU 2016-02, Leases (Topic 842), that amends the accounting guidance on leases. The standard establishes a right-of-use (ROU) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The FASB also subsequently issued amendments to the standard, including providing an additional and optional transition method to adopt the new standard, described below, as well as certain practical expedients related to land easements and lessor accounting. We adopted this accounting standard effective January 1, 2021, using the optional transition method with no restatement of comparative periods. Therefore, the comparative information has not been adjusted and continues to be reported under ASC Topic 840. Our adoption of the new standard did not result in a cumulative effect adjustment to retained earnings. The adoption had a material effect on the Company’s consolidated financial statements. The most significant effects relate to (1) the recognition of new right-of-use assets and lease liabilities on our consolidated balance sheet for our building leases; and (2) providing significant new disclosures about our leasing activities. The Company also elected the package of practical expedients to leases that commenced before the effective date whereby we elected to not reassess the following: i. whether any expired or existing contracts contain leases; ii. the lease classification for any expired or existing leases; and iii. initial direct costs for any existing leases. Upon adoption of ASU 2016-02, we did not record right-of-use assets or lease liabilities for leases with an initial term of 12 months or less. Payments on those leases will be recognized on a straight-line basis over the lease term. We elected to combine lease and non-lease components on new or modified leases after adoption. Upon adoption as of January 1, 2021, we recorded $1.8 million in right-of-use assets and operating lease liabilities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, and includes the Company's accounts receivable, certain financial instruments and contract assets. ASU 2016-13 results in more timely recognition of credit losses. Effective for our annual period as of January 1, 2021, the Company adopted the provisions and expanded disclosure requirements described in ASU 2016-13. The adoption of ASU 2016-13 was not material to the consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance . The FASB issued this update to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The main provisions of this update require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy: i. Information about the nature of the transactions and the related accounting policy used to account for the transactions ii. The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item iii. Significant terms and conditions of the transactions, including commitments and contingencies. The Company anticipates this will impact disclosures relating to their AgriScience Grant, PPP Loan, and Canadian Government Research and Development Program Liability. The amendments in this update are effective for the Company in the annual period beginning after December 15, 2021. Early application of the amendments is permitted. The Company has elected to adopt on January 1, 2022. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This update improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) Recognition of an acquired contract liability; and (2) Payment terms and their effect on subsequent revenue recognized by the acquirer. Specifically, the update requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. The amendments in this update are effective for the Company in the fiscal year beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted, including adoption in an interim period. The Company does not believe the adoption of this standard will have a material effect on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The guidance is effective for fiscal years beginning on or after December 15, 2021, with early adoption permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company does not believe the adoption of this standard will have a material effect on its consolidated financial statements. In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, Reference Rate Reform |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 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: Fair Value as of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash, cash equivalents and restricted cash $ 47,127 $ — $ — $ 47,127 Marketable securities — 397,458 — 397,458 Derivative asset — 202 — 202 Total fair value $ 47,127 $ 397,660 $ — $ 444,787 Liabilities: Assumed common stock warrants (Public) $ 35,983 $ — $ — $ 35,983 Assumed common stock warrants (Private Placement) — 16,877 — 16,877 Earnout liability — — 127,757 127,757 Derivative liability — 103 — 103 Total fair value $ 35,983 $ 16,980 $ 127,757 $ 180,720 Fair Value as of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash, cash equivalents and restricted cash $ 1,874 $ — $ — $ 1,874 Total fair value $ 1,874 $ — $ — $ 1,874 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. The marketable securities are categorized as Level 2 instruments as the estimated fair value was determined based on the estimated or actual bids and offers of the marketable securities in an over-the-counter market on the last business day of the period. All of the Company’s cash, cash equivalents, restricted cash, marketable securities and foreign currency derivative contracts are classified within Level 1 or Level 2 because the Company’s cash, cash equivalents, restricted cash, marketable securities and foreign currency derivative contracts are valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs. 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 December 31, 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. Marketable Securities The following table summarizes, by major security type, the Company’s marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. Amortized cost net of unrealized gain (loss) is equal to fair value as of December 31, 2021. The fair value as of December 31, 2021 is as follows: As of December 31, 2021 (in thousands) Investments Classified as Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate bonds $ 274,939 $ 100 $ (1,725) $ 273,314 Asset-backed securities 96,713 190 (199) 96,704 U.S. government and agency securities 20,235 — (64) 20,171 Foreign government and agency securities 3,262 — (19) 3,243 Municipal/provincial bonds and other 4,000 5 — 4,005 Total $ 399,149 $ 295 $ (2,007) $ 397,437 Pending purchases and sales 21 — — 21 Total marketable securities $ 399,170 $ 295 $ (2,007) $ 397,458 Any realized gains and losses and interest income are included in other income on the consolidated statements of operations and comprehensive income (loss). During the year ended December 31, 2021, we sold marketable securities for proceeds of $2,024.1 million and realized a gain of $0.2 million as a result of those sales. We regularly review our available-for-sale marketable securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The aggregate fair value of the marketable securities in unrealized loss position was $346.3 million as of December 31, 2021, none of which have been in the continuous unrealized loss for more than twelve months. The unrealized losses were attributable to changes in interest rates that impacted the value of the investments, and not increased credit risk. Accordingly, we have not recorded an allowance for credit losses associated with these investments. The contractual maturities of the investments classified as marketable securities are as follows (in millions): (in thousands) Mature within one year Mature after one year through two years Mature over two years Fair Value Corporate bonds $ 92,559 $ 134,199 $ 46,556 $ 273,314 Asset-backed securities — 2,000 94,704 96,704 U.S. government and agency securities — 7,995 12,176 20,171 Foreign government and agency securities 2,877 — 366 3,243 Municipal/provincial bonds and other 2,002 2,003 — 4,005 Total $ 97,438 $ 146,197 $ 153,802 $ 397,437 Pending purchases and sales — — — 21 Total marketable securities $ 97,438 $ 146,197 $ 153,802 $ 397,458 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 through July 2026 and June 2036 through January 2037. 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. 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 Asset and Liabilities Beginning in the year ended December 31, 2021, the Company entered into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk related to marketable securities. Foreign currency derivative contracts are marked-to-market at the end of each reporting period with gains and losses recognized as other income (expense). During the year ended December 31, 2021, the Company recognized a net gain of $0.1 million on the fair value adjustment of the foreign currency derivative contracts. The following table sets forth a summary of the activities of the Company’s redeemable convertible preferred stock warrant liability and embedded components of the stockholder convertible notes payable, 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: Redeemable Convertible Preferred Stock Warrant Years Ended December 31, (in thousands) 2021 2020 Beginning warrant liability balance $ 19,233 $ 735 Change in fair value of warrants liability 35,034 18,498 Reclassification to APIC upon recapitalization (54,267) — Ending warrant liability balance $ — $ 19,233 Embedded Derivative - Stockholder Convertible Notes Payable Years Ended December 31, (in thousands) 2021 2020 Beginning derivative liabilities balance $ 1,238 $ 150 Change in fair value (1,238) 1,088 Ending derivative liabilities balance $ — $ 1,238 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Land $ 912 $ 39 Pilot plant 5,517 5,237 Lab equipment 2,227 1,958 Machinery and equipment 655 655 Computer and other equipment 388 295 Construction in process 55,026 43,962 64,725 52,146 Less accumulated depreciation and amortization (7,540) (7,042) Total property, plant, and equipment, net $ 57,185 $ 45,104 For the year ended December 31, 2021 and 2020, depreciation expense totaled $0.5 million. At December 31, 2021 and December 31, 2020, the Company capitalized $0.9 million and $0.7 million, respectively, of interest cost into Origin 1. At December 31, 2021 and December 31, 2020 a cumulative translation adjustment of $(0.1) 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 | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Patents $ 432 $ 430 Less accumulated amortization (217) (172) $ 215 $ 258 The weighted average useful life of the intangible assets was 9.87 years. For the year ended December 31, 2021 and 2020, amortization expense was $0.0 million. |
Consortium Agreement
Consortium Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Pledged Financial Instruments, Not Separately Reported, Securities, by Type of Agreement [Abstract] | |
Consortium Agreement | Consortium Agreement The Company has entered into consortium agreements with counterparties to collaborate on development of a process to commercialize bio-based, decarbonizing materials for application on an industrial scale at a competitive price. Under the consortium agreement, the Company received $0.5 million. The agreements expire once performance of the research and development program has been completed. At the time the consortium agreements were entered into, several of the counterparties were related parties (Note 11). In 2020, an additional counterparty, that is an unrelated party, was added to the consortium agreement. During the year ended December 31, 2021 and 2020, the Company received $0.5 million and $0.6 million, respectively, under the consortium agreement which was recorded as other income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
PPP Loan
PPP Loan | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
PPP Loan | 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 had a two-year term and bore interest at a rate of 1.00% per annum, accruing upon funding. Unless the PPP Loan is forgiven, the Company was required to make monthly payments of principal and interest to the Lender. The Company did not intend to seek forgiveness of the PPP loan. The PPP Note contained 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Consortium Agreements In December 2016, the Company entered into a consortium agreement (Note 9) with two Legacy Origin Series B preferred stock investors to collaborate on development of a process to commercialize bio-based, decarbonizing materials for application on an industrial scale at a competitive price. Under the consortium agreement, the Company received $0.5 million. The agreement expires once performance of the research and development program has been completed. 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 $1.5 million of research and development in the consortium. As of December 31, 2021, the Legacy Origin Series C Investor had not invested any funds in the consortium. Offtake Agreements The Company maintains four separate offtake supply agreements (the “Offtake Agreements”). All are with Legacy Origin stockholders or affiliates of Legacy Origin 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 12). These outstanding obligations, together with accrued interest, totaled an aggregate of $10.9 million and $10.7 million as of December 31, 2021 and December 31, 2020 respectively (see Note 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 November 2021, one counterparty agreed to waive compliance with the milestones and their right to liquidated damages until June 30, 2022 and in December 2021 the other counterparty agreed to waive compliance with the milestones and their right to liquidated damages until March 31, 2022. 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 1 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. There are no impacts to these consolidated financial statements from this stipulation. 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 $6.0 million. The Bridge Notes bore an annual interest rate of 10% and matured 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 would be required to repay purchasers in cash an amount equal to 200% of the outstanding principal amount plus the outstanding principal and accrued interest. The Bridge Notes were collateralized by substantially all of the Company’s assets. At December 31, 2020, there was $3.2 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 valuation of the Company in connection with the SPAC transaction of $700 million. These notes fully converted into the Company common stock upon consummation of the Business Combination (see Note 4). In February of 2021 the Company issued $10.0 million of new, unsecured convertible notes (the “Convertible Notes”). The Convertible Notes bore 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 the Company common stock upon consummation of the Business Combination (see Note 4). Legacy Stockholder Note In November 2016, the Company received a $5.0 million prepayment from a Legacy Origin stockholder for product from Origin 1 pursuant to an Offtake Agreement (see Note 11). 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 legacy 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. At December 31, 2021 and December 31, 2020, the total debt principal outstanding was $5.2 million. Legacy Related Party Other Liabilities, Long-term In November 2016, the Company received a $5.0 million prepayment from a legacy stockholder for product from Origin 1 pursuant to an Offtake Agreement (see Note 11). 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 December 31, 2021) and matures five years from the commercial operation date of Origin 1. At December 31, 2021 and December 31, 2020 the total note principal outstanding was $5.1 million and accrued interest outstanding was $0.1 million. |
Other Liabilities, Long-term
Other Liabilities, Long-term | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities, Long-term | Other Liabilities, Long-termIn September 2019, the Company entered into a $5.0 million prepayment agreement with a counterparty 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 December 31, 2021 and December 31, 2020, the total amount outstanding on this agreement was $2.5 million. |
Earnout Liability
Earnout Liability | 12 Months Ended |
Dec. 31, 2021 | |
Earnout Liability Disclosure [Abstract] | |
Earnout Liability | Earnout LiabilityAs additional consideration for the Merger, within ten (10) Business Days after the occurrence of a Triggering Event, the Company shall issue or cause to be issued to each Legacy Origin and Artius Holder the number of shares of the Company Class A Common Stock equal to the product of (i) the number of shares of Company Common Stock, Company Series A Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock, and the net number of shares of Company Capital Stock that would be issuable in respect of Vested Company Options in the event such options were exercised (on a net exercise basis with respect to only the applicable exercise price, immediately prior to the Closing and settled in the applicable number of shares of Company Common Stock, rounded down to the nearest whole share) held by such Legacy Origin Holder as of immediately prior to the Effective Time; and (ii) the Earnout Exchange Ratio (such issued shares of Artius Class A Common Stock, collectively, the “Earnout Shares”). Notwithstanding anything to the contrary herein, in no event shall Artius be required to issue more than 25,000,000 Earnout Shares in the aggregate. A Triggering Event is defined as the following: (a) the volume weighted average price of Common Stock ("VWAP") equaling on exceeding $15.00 for ten (b) the VWAP equaling or exceeding $20.00 for ten (c) the VWAP equaling or exceeding $25.00 for ten 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 the Company 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”) , and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, there are contingent exercise provisions and settlement provisions that exist. Holders may receive differing amounts of shares depending on the company’s stock price or the price paid in a change of control. It is noted that all remaining shares would be issuable (or the forfeiture provisions would lapse) upon any change of control involving the company and all remaining shares would be issuable (or the forfeiture provisions would lapse) upon a bankruptcy or insolvency of the company. This means that settlement is not solely impacted by the share price of the Company (that is, the share price observed in or implied by a qualifying change-in-control event), but also by the occurrence of a qualifying change-in-control event. This causes the arrangement to not be indexed to the Company’s own shares and liability classification is appropriate. The Company recorded these instruments as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in earnings at each reporting date. The earnout liability was fair valued using a Monte Carlo open-ended model. The inputs used for the model were a dividend yield of 0%, volatility of 82%, and interest rate of 1.18%. At December 31, 2021 and December 31, 2020 the balance of the earnout liability was $127.8 million and $0.0 million, respectively. A gain of $75.5 million was recorded for the year ended December 31, 2021 Consolidated Statement of Operations and Comprehensive Income (Loss) for the change in the fair market value of the liability. |
Canadian Government Research an
Canadian Government Research and Development Program Liability | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Canadian Government Research and Development Program Liability | 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 18.48% of eligible costs and $23.0 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. The maximum amount to be repaid by the Company under the R&D Agreement is 1.25 times the actual funding received, subject to the following repayment ceiling formula. 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 December 31, 2021 and December 31, 2020, the Company recorded a liability for the amount received of $6.8 million and $6.2 million, respectively. |
Assumed Common Stock Warrants
Assumed Common Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Assumed Common Stock Warrants [Abstract] | |
Assumed Common Stock Warrants | Assumed Common Stock Warrants As of December 31, 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 day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. 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 day period commencing at least 150 days after the date of the Closing; or (iii) the date on which Artius completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Artius’s Public Shareholders having the right to exchange their Public Shares (or any successor securities thereto) for cash, securities or other property, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except if the reference value equals or exceeds $10.00 and is less than $18.00 (as described above), so long as they are held by the initial purchasers or their permitted transferees, and (3) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable under all redemption scenarios by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 Consolidated Balance Sheet. The fair value of the Assumed Common Stock Warrants was remeasured on the December 31, 2021 Consolidated Balance Sheet at $52.9 million with a gain of $30.5 million recorded in the year ended December 31, 2021 Consolidated Statement of Operations and Comprehensive Income (Loss). |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity As of December 31, 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 December 31, 2021, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote. There were 141,301,569 (including 4,500,000 Sponsor Vesting Shares not indexed to equity) and 62,545,275 shares of common stock outstanding as of December 31, 2021 and December 31, 2020, respectively. Employee Stock Purchase Plan The Company maintains an Employee Stock Purchase Plan (ESPP). Initially, the maximum number of shares of our Common Stock that may be issued under the ESPP will not exceed 1,846,710. Additionally, the number of shares of our Common Stock reserved for issuance under the ESPP will automatically increase on January 1st of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by the lesser of (1) one percent (1%) of the fully-diluted shares of our Common Stock on December 31st of the preceding calendar year, (2) the number of shares of our Common Stock equal to two hundred percent (200%) of the ESPP’s initial share reserve, or (3) such lesser number of shares as determined by our board of directors. Shares subject to purchase rights granted under the ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the ESPP. The ESPP permits participants to purchase shares of our Common Stock with the purchase price of the shares at 85% of the lower of the fair market value of our Common Stock on the first day of an offering or on the date of purchase. To date no stock has been offered or issued to employee's under the ESPP. Equity Incentive Plans The Company maintains the following equity incentive plans: the 2010 Stock Incentive Plan, the 2020 Equity Incentive Plan and the 2021 Equity Incentive Plan, each as amended (together, the “Stock Plans”). Upon closing of the Business Combination, awards under the 2010 Stock Incentive Plan and 2020 Equity Incentive Plan were converted at the Exchange Ratio and the 2021 Equity Incentive Plan was adopted and approved. As of December 31, 2021, there were 18,467,109 shares of common stock reserved under the Stock Plans. Origin may grant a wide variety of equity securities under the Stock Plans, including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance stock awards, and other awards. At December 31, 2021, the Company has granted incentive stock options, RSU awards, and performance awards. Under the Stock Plans, 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 Plans 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 non-employees under the Stock Plan vest over periods determined by the Board (generally immediate to four years). RSU awards granted to employees under the Stock Plans require a service period of three years and generally vest 33.3% annually over the three-year service period. Under the Stock Plans, the fair value of RSU awards and performance awards are determined to be the grant date closing stock price. For awards with performance conditions, compensation is recorded once there is sufficient objective evidence the performance conditions are considered probable of being met. At December 31, 2021, the Company determined the performance conditions were not probable of being met, therefore no stock compensation was accrued. The following tables summarize the activity under the Stock Plans: Outstanding Options Weighted Weighted Average Balance at December 31, 2019 2,205,015 $ 0.36 3.89 Granted 6,296,302 $ 0.14 Exercised (2,912) $ 0.37 Forfeited / canceled (275,695) $ 0.43 Balance at December 31, 2020 8,222,710 $ 0.19 8.30 Granted — Exercised (171,118) 0.42 Forfeited / canceled (158,735) 0.14 Balance as of December 31, 2021 7,892,857 $ 0.19 7.31 Vested and expected to vest at December 31, 2021 7,872,978 During the year ended December 31, 2021, the Company did not grant any stock options. As of December 31, 2021 and December 31, 2020, there were 7,667,247 and 10,244,399 awards, respectively, available for grant under the Stock Plans. As of December 31, 2021 and December 31, 2020 there were 4,130,184 and 2,150,941 exercisable options, respectively. The aggregate intrinsic value of options vested and expected to vest at December 31, 2021 is $49,260,254. As of December 31, 2021, the Company had stock-based compensation of $6.6 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 2.6 years. 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 at 1/48th per month would 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. During the year ended December 31, 2021, stock compensation expense related to these performance and market based stock options was $2.9 million. 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. RSU award and performance award activity for the year ended December 31, 2021 is as follows: Restricted Stock Outstanding Outstanding Weighted-average grant date fair value Balance at December 31, 2020 — Granted - RSU awards 769,505 7.34 Granted - performance awards 2,137,500 7.35 Balance at December 31, 2021 2,907,005 7.35 Expected to vest 769,505 The RSU awards, which upon vesting entitles the holder to be issued on a future date the number of shares of common stock that is equal to the number of restricted stock units subject to the RSU award. As of December 31, 2021, the performance conditions for the granted performance awards were not probable of being met, therefore no performance award stock compensation has been recorded. No RSU awards or performance awards vested during fiscal 2021 and 2020. As of December 31, 2021, the Company had unrecognized stock-based compensation of $5.4 million related to unvested RSU awards that are expected to be recognized over an estimated weighted average period of 2.9 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before provision for income taxes consisted of the following: (in thousands) December 31, 2021 December 31, 2020 United States $ 43,645 $ (29,162) International (1,554) (1,141) Income (loss) before provision for income taxes $ 42,091 $ (30,303) The federal and state income tax expense is summarized as follows: (in thousands) December 31, 2021 December 31, 2020 Current Federal $ — $ — State 3 2 International — — Total current tax expense 3 2 Deferred Federal — — State — — International — — Total deferred tax expense — — Total tax expense $ 3 $ 2 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating losses and tax carryforwards. The tax effects of significant items comprising the Company's deferred taxes are as follows: (in thousands) December 31, 2021 December 31, 2020 Deferred tax assets Net operating loss carryforwards $ 24,899 $ 18,400 Available for Sale Securities 390 — Lease liability 341 — Other 230 149 Fixed assets and intangibles 89 114 Total deferred tax assets 25,949 18,663 Deferred tax liabilities ROU asset (344) — Total deferred tax liabilities (344) — Valuation allowance (25,605) (18,663) Net deferred taxes $ — $ — ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is more likely than not. Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $6.9 million and $1.9 million for the years ended December 31, 2021 and 2020, respectively. At December 31, 2021, we had federal net operating loss carryforwards of approximately $97.8 million to offset future federal taxable income, with $44.9 million available through 2037 and $52.9 million available indefinitely. We also had state net operating loss carryforwards of approximately $36.8 million that may offset future state taxable income through 2041. We also had foreign net operating loss carryforwards of approximately $6.7 million that may offset future foreign taxable income through 2041. At December 31, 2021, the Company has research and experimentation credit carryforwards of $0.0 million for foreign tax purposes that expire after 2038. The effective tax rate of the Company's provision (benefit) for income taxes differs from the federal statutory rate as follows: December 31, 2021 December 31, 2020 Statutory rate 21.0 % 21.0 % State tax (1.3) (0.1) Warrants, BCF, and other equity items (33.3) (13.1) Valuation allowance 15.6 (6.4) Other (0.2) (0.1) Foreign rate differential (0.2) 0.2 Stock-based compensation (1.6) (1.5) Total — % — % Under certain provisions of the Internal Revenue Code of 1986, as amended, a portion of the federal and state net operating loss carryforwards may be subject to an annual utilization limitation as a result of a change in ownership of the Company. Federal and California tax laws impose significant restrictions on the utilization of net operating loss carryforwards in the event of a change in ownership of the Company, as defined by Internal Revenue Code Section 382 (“Section 382”). The Company believes a change in ownership, as defined by Section 382, has occurred but a formal study has not been completed. In addition, in the future the Company may experience ownership changes, which may limit the utilization of net operating loss carryforwards or other tax attributes. There were no unrecognized tax benefits in the years ended December 31, 2021 and 2020. The Company files income tax returns in the United States, various US states, and Canada. All tax years remain open in all jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other foreign jurisdictions. The Company does not anticipate any significant changes within 12 months of this reporting date of its uncertain tax positions. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space and research and development space in Sacramento, California and Sarnia, Ontario under noncancelable lease agreements and leases various office equipment, warehouse space, and temporary fencing. The operating leases have remaining lease terms of one During 2021, the Company entered into a seven-year lease agreement for office space in Sacramento, California and recorded an operating lease ROU asset of approximately $0.9 million. Also in 2021, the Company entered into an 18-month lease agreement for office space in Sarnia, Ontario and recorded an operating lease right-of-use asset of approximately $0.1 million. The Company also entered into certain other operating leases during 2021 which were not individually or in aggregate material to the Company’s consolidated financial statements. During 2021, the Company amended two of its existing office leases in Sacramento, California. The new agreement increased the lease payments and extended the lease agreement through October 2028. The Company elected the accounting policy election to account for lease and nonlease components as a single lease component for all asset classes. Further, the Company elects to recognize lease payments on short-term leases in profit or loss on straight-line basis over the lease term for all asset classes, excluding such leases from recognition requirements under Topic 842. The components of lease cost were as follows: (in thousands) December 31, 2021 Operating lease cost $ 324 Variable lease cost 68 Total lease cost $ 392 Other information related to leases is as follows: (in thousands) December 31, 2021 Operating lease ROU asset (included within Lease right-of-use asset) $ 1,782 Weighted average remaining lease term (in years): Operating leases 7.44 Weighted average discount rate: Operating leases 2.8 % (in thousands) December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 271 ROU assets obtained in exchange for operating lease liabilities $ 2,062 To calculate the ROU assets and liabilities, the Company uses the discount rate implicit in lease agreements when available. When the implicit discount rates are not readily determinable, the Company uses the incremental borrowing rate, determined as of the date of adoption for Topic 842. This rate was determined for individual leases based on available information regarding jurisdiction, lease term, and asset class. Further, the interest environment was considered, including analysis of benchmark rates from promissory notes, credit curve yields for bonds, and synthetic curves based on discount margin spreads. Maturities of lease liabilities as of December 31, 2021 were as follows: (in thousands) December 31, 2021 2022 $ 327 2023 300 2024 269 2025 257 2026 264 Thereafter 528 Total lease payments 1945 Less: imputed interest (179) Less: lease liabilities, current (280) Lease liabilities, non-current $ 1,486 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. In May 2018, the Company executed operating and maintenance agreements for certain services, to facilitate the development and thus bring Origin 1 to the condition necessary for its intended use, commencing in different periods between July 2018 and September 2019, and all generally for five-year periods. The agreements are generally automatically extended for one-year periods thereafter. The agreements include annual fixed payments subject to escalation clauses at the beginning of each calendar year, as defined in the agreement. The minimum fixed payments are $0.4 million (in Canadian dollars) per year over the fixed term. Certain of the agreements include quantities that are based on volumes, as defined in the applicable agreements. The Company is also responsible for applicable taxes under these agreements. During the year ended December 31, 2021 and 2020, the total amount capitalized into Property, Plant and Equipment, Net under the agreement was $0.1 million. In May 2019, 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. The price paid for the steam is based on a fixed amount plus the supplier’s cost of natural gas, as defined in the agreement. During the year ended December 31, 2021 and 2020, the total amount capitalized into Property, Plant and Equipment, Net under the agreement was $0.1 million. In May 2018, the Company entered into a joint development agreement (the “JDA”) with a legacy stockholder to evaluate alternative uses for one of the Company’s products. The term of the JDA is the later of (i) 3 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 year ended December 31, 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 year ended December 31, 2021 or 2020. In November 2016, the Company entered into a patent license agreement for $35.0 thousand, 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 $25.0 thousand up to a cumulative $1.0 million. The pipeline of Company products and sales are not currently expected to be subject to this patent. No payments were made during the year ended December 31, 2021 or 2020. In August 2015, the Company entered into a patent license agreement, which expires upon expiration of the patent. Under this agreement, if the Company develops and sells specific products based on the patent, the Company would pay a royalty up to $2.0 million per year and $10.0 million in the aggregate. Certain products that the Company is currently developing and anticipates selling are expected to utilize these patents. No payments were made during the year ended December 31, 2021 or 2020. In June 2011, the Company entered into a nonexclusive patents license agreement, which expires upon expiration of the last patent to expire. Under this agreement, the Company pays a royalty of $5.0 thousand 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 December 31, 2021 and December 31, 2020, there were no claims or legal proceedings. |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (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 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 stock options, RSU awards and convertible preferred stock warrants, as applicable pursuant to the treasury stock method, and the convertible notes, as applicable pursuant to the if-converted method. 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) Year Ended 2021 2020 Numerator: Net income (loss) attributable to common stockholders—Basic $ 42,090 $ (30,302) Net income (loss) attributable to common stockholders—Diluted $ 42,090 $ (30,302) Denominator: Weighted-average common shares outstanding—Basic (1) 101,221,781 62,544,933 Stock options 4,954,919 — RSU awards 61,054 — Weighted-average common shares outstanding—Diluted (1) 106,237,754 62,544,933 Net income (loss per share)—Basic $ 0.42 $ (0.48) Net income (loss per share)—Diluted $ 0.40 $ (0.48) (1) Excludes weighted-average Sponsor Vesting Shares subject to return of 2,342,466 and — shares for the year ended December 31, 2021 and December 31, 2020, respectively. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. As of December 31, 2021, options for 1,481,531 shares of common stock, performance awards for 2,137,500 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 market or performance conditions that were not achieved as of December 31, 2021. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net income (loss) per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year Ended 2021 2020 Options to purchase common stock — 8,222,710 Warrants to purchase common stock 35,476,667 — Warrants to purchase redeemable convertible preferred stock, as-converted 2,678,320 5,554,470 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s 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 operations; • 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. |
Use of Estimates | Use of Estimates The preparation of the 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 and valuation of convertible preferred stock warrants prior to the Business Combination, valuation of the earnout liability, valuation of assumed common stock warrants liability, carrying amount and useful lives of property and equipment and intangible assets, impairment assessments, marketable securities, stock-based compensation expense, probabilities of achievement of performance conditions on performance stock awards, 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. |
Principles of Consolidation | Principles of Consolidation The 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, Origin Materials Canada Holding Limited, Origin Materials Canada Polyesters Limited, Origin Material Canada Pioneer Limited, Origin Materials Canada Research Limited, and Micromidas, Inc. (now known as Origin Materials Operating, Inc.). 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, cash equivalents and marketable securities. The Company maintains its cash, cash equivalents, and marketable securities 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. |
Marketable Securities | Marketable Securities The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. The Company considers all of its marketable debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities within current assets on the consolidated balance sheets. Securities are classified as available for sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the consolidated statements of comprehensive income until realized. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses, as required by new accounting pronouncement, Accounting Standards Update No. 2016-13 (“ASU 2016-13”), discussed in further detail below. Expected credit losses on securities are recognized in other income (expense), net on the consolidated statements of operations and comprehensive loss, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive loss in the consolidated statement of redeemable convertible preferred stock and stockholders' equity. For the purposes of computing realized and unrealized gains and losses, the cost of securities sold is based on the specific-identification method. Interest on securities classified as available for sale is included as a component of interest income within other income (expense). The nature of these financial instruments include instruments for which quoted prices are available but traded less frequently, instruments whose fair value has been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 2 financial instruments include agency mortgage-backed securities, corporate fixed income securities infrequently traded, and other securities, which primarily consist of sovereign debt, U.S. government agency securities, loans, and state and municipal securities. |
Derivative Financial Instruments | Derivative Financial Instruments 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 Statements of Operations and Comprehensive Income (Loss). The Company enters into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk related to marketable securities. The Company uses forward currency derivative contracts to minimize the Company’s exposure to balances primarily denominated in the British Pound Sterling and Australian Dollar. The Company’s foreign currency derivative contracts, which are not designated as hedging instruments, are used to reduce the exchange rate risk associated primarily with marketable securities. The Company’s derivative financial instruments program is not designated for trading or speculative purposes. Outstanding foreign currency derivative contracts are recorded at fair value on the consolidated balance sheets. |
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. |
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, and amounts due from cash collateral held by others for foreign currency derivative contracts. |
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 (in 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. |
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 |
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. |
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. |
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 Consolidated Statements of Operations and Comprehensive Income (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 capital. |
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’ initial public offering and entitle each holder to purchase one share of Class A Common Stock at an exercise price of at $11.50 per share. As of December 31, 2021, 24,150,000 Public Warrants and 11,326,667 Private Placement Warrants are outstanding. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. 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 Consolidated Balance Sheet at fair value, with subsequent changes in their respective fair values recognized in earnings at each reporting date. |
Leases | Leases We have operating leases for office space and equipment, some of which have escalating rentals during the initial lease term and during subsequent optional renewal periods. The Company accounts for its leases under ASC 842, Leases . We recognize a right-of-use asset and lease liability for operating leases based on the net present value of future minimum lease payments. Lease expense is recognized on a straight-line basis over the non-cancelable lease term and renewal periods that are considered reasonably certain. |
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 awards under three equity incentive plans. Origin measures stock options and other stock-based awards granted to employees, directors and other service providers based on their fair value on the date of grant and recognizes compensation expenses of those awards over the requisite service period, which is generally the vesting period of the respective award. For awards with performance conditions, compensation is recorded once there is sufficient objective evidence the performance conditions are considered probable of being met. Origin applies the straight-line method of expense recognition to all awards with only service-based vesting conditions. Origin estimates the fair value of each stock option grant on the date of grant using the Black-Scholes option-pricing model and the grant date closing stock price for RSU awards and performance awards. The Black-Scholes option-pricing model requires the use of highly subjective assumptions including: • Expected term – The expected term of the options is based on the simplified method, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option which averages an award’s vesting term and its contractual term. • Expected volatility – The Company uses the trading history of various companies in its industry sector in determining an estimated volatility factor. • Expected dividend – The Company has not declared common stock dividends and does not anticipate declaring any common stock dividends in the foreseeable future. • Forfeiture – The Company estimates forfeitures based on historical activity and considers voluntary and involuntary termination behavior as well as analysis of actual historical option forfeitures, netting the estimated expense by the derived forfeiture rate. • Risk-free interest rate |
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. |
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 exchange rates except for nonmonetary capital transactions and balances, which are translated at historical rates. All income and expense amounts of the Company are translated at average exchange rates for the respective period. Translation gains and losses are not included in determining net loss but are accumulated in a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included in the determination of net loss in the period in which they occur. These amounts are included in other income, net, of the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company’s comprehensive income or loss consists of net income or loss and other comprehensive income (loss). Foreign currency translation gains or losses and unrealized gains or losses on available-for-sale marketable debt securities are included in the Company’s other comprehensive income (loss). |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share Basic net income (loss) per common share is calculated by dividing the net income (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 income (loss) per share is computed by dividing the net income (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 income (loss) per share calculation, the convertible preferred stock, common stock options, RSU awards, performance stock awards, convertible preferred stock warrants, common stock warrants, convertible notes, earnout shares, and Sponsor Vesting Shares (as defined below) are considered to be potentially dilutive securities. Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. All series of the Company’s convertible preferred stock are considered to be participating securities because, in addition to cumulative dividends, all holders are entitled to receive a non-cumulative dividend on a pari passu |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform with the report classifications of the year ended December 31, 2021, noting the Company has reflected the reverse recapitalization pursuant to the Business Combination for all periods presented within the Consolidated Balance Sheets and Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity. |
Segment Reporting | Segment Reporting The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Co-Chief Executive Officers are the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , to simplify the accounting for income taxes. The new guidance changes various subtopics of accounting for income taxes including, but not limited to, accounting for “hybrid” tax regimes, tax basis step-up in goodwill obtained in a transaction that is not a business combination, intraperiod tax allocation exception to incremental approach, ownership changes in investments, interim-period accounting for enacted changes in tax law, and year-to-date loss limitation in interim-period tax accounting. The Company early adopted the new standard as of January 1, 2021. The adoption of the standard had no material impact on the Company’s financial results. In February 2016, the FASB issued an ASU 2016-02, Leases (Topic 842), that amends the accounting guidance on leases. The standard establishes a right-of-use (ROU) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The FASB also subsequently issued amendments to the standard, including providing an additional and optional transition method to adopt the new standard, described below, as well as certain practical expedients related to land easements and lessor accounting. We adopted this accounting standard effective January 1, 2021, using the optional transition method with no restatement of comparative periods. Therefore, the comparative information has not been adjusted and continues to be reported under ASC Topic 840. Our adoption of the new standard did not result in a cumulative effect adjustment to retained earnings. The adoption had a material effect on the Company’s consolidated financial statements. The most significant effects relate to (1) the recognition of new right-of-use assets and lease liabilities on our consolidated balance sheet for our building leases; and (2) providing significant new disclosures about our leasing activities. The Company also elected the package of practical expedients to leases that commenced before the effective date whereby we elected to not reassess the following: i. whether any expired or existing contracts contain leases; ii. the lease classification for any expired or existing leases; and iii. initial direct costs for any existing leases. Upon adoption of ASU 2016-02, we did not record right-of-use assets or lease liabilities for leases with an initial term of 12 months or less. Payments on those leases will be recognized on a straight-line basis over the lease term. We elected to combine lease and non-lease components on new or modified leases after adoption. Upon adoption as of January 1, 2021, we recorded $1.8 million in right-of-use assets and operating lease liabilities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, and includes the Company's accounts receivable, certain financial instruments and contract assets. ASU 2016-13 results in more timely recognition of credit losses. Effective for our annual period as of January 1, 2021, the Company adopted the provisions and expanded disclosure requirements described in ASU 2016-13. The adoption of ASU 2016-13 was not material to the consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance . The FASB issued this update to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The main provisions of this update require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy: i. Information about the nature of the transactions and the related accounting policy used to account for the transactions ii. The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item iii. Significant terms and conditions of the transactions, including commitments and contingencies. The Company anticipates this will impact disclosures relating to their AgriScience Grant, PPP Loan, and Canadian Government Research and Development Program Liability. The amendments in this update are effective for the Company in the annual period beginning after December 15, 2021. Early application of the amendments is permitted. The Company has elected to adopt on January 1, 2022. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This update improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) Recognition of an acquired contract liability; and (2) Payment terms and their effect on subsequent revenue recognized by the acquirer. Specifically, the update requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. The amendments in this update are effective for the Company in the fiscal year beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted, including adoption in an interim period. The Company does not believe the adoption of this standard will have a material effect on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The guidance is effective for fiscal years beginning on or after December 15, 2021, with early adoption permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company does not believe the adoption of this standard will have a material effect on its consolidated financial statements. In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, Reference Rate Reform |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents, and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following (in thousands): December 31, 2021 December 31, 2020 Cash and cash equivalents $ 46,637 $ 1,309 Restricted cash $ 490 $ 565 Total cash, cash equivalents, and restricted cash $ 47,127 $ 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) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [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 at the date of acquisition (in thousands): 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 the date of acquisition (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 |
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, including 4,500,000 Sponsor Vesting Shares 90,562,500 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, including 4,500,000 Sponsor Vesting Shares 70,981,545 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 the Company common stock outstanding immediately following the Business Combination 141,248,470 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 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: Fair Value as of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash, cash equivalents and restricted cash $ 47,127 $ — $ — $ 47,127 Marketable securities — 397,458 — 397,458 Derivative asset — 202 — 202 Total fair value $ 47,127 $ 397,660 $ — $ 444,787 Liabilities: Assumed common stock warrants (Public) $ 35,983 $ — $ — $ 35,983 Assumed common stock warrants (Private Placement) — 16,877 — 16,877 Earnout liability — — 127,757 127,757 Derivative liability — 103 — 103 Total fair value $ 35,983 $ 16,980 $ 127,757 $ 180,720 Fair Value as of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash, cash equivalents and restricted cash $ 1,874 $ — $ — $ 1,874 Total fair value $ 1,874 $ — $ — $ 1,874 Liabilities: Redeemable convertible preferred stock warrants liability $ — $ — $ 19,233 $ 19,233 Derivative liability — — 1,239 1,239 $ — $ — $ 20,472 $ 20,472 |
Schedule of Marketable Securities | The following table summarizes, by major security type, the Company’s marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. Amortized cost net of unrealized gain (loss) is equal to fair value as of December 31, 2021. The fair value as of December 31, 2021 is as follows: As of December 31, 2021 (in thousands) Investments Classified as Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate bonds $ 274,939 $ 100 $ (1,725) $ 273,314 Asset-backed securities 96,713 190 (199) 96,704 U.S. government and agency securities 20,235 — (64) 20,171 Foreign government and agency securities 3,262 — (19) 3,243 Municipal/provincial bonds and other 4,000 5 — 4,005 Total $ 399,149 $ 295 $ (2,007) $ 397,437 Pending purchases and sales 21 — — 21 Total marketable securities $ 399,170 $ 295 $ (2,007) $ 397,458 |
Schedule of Marketable Security Contractual Maturities | The contractual maturities of the investments classified as marketable securities are as follows (in millions): (in thousands) Mature within one year Mature after one year through two years Mature over two years Fair Value Corporate bonds $ 92,559 $ 134,199 $ 46,556 $ 273,314 Asset-backed securities — 2,000 94,704 96,704 U.S. government and agency securities — 7,995 12,176 20,171 Foreign government and agency securities 2,877 — 366 3,243 Municipal/provincial bonds and other 2,002 2,003 — 4,005 Total $ 97,438 $ 146,197 $ 153,802 $ 397,437 Pending purchases and sales — — — 21 Total marketable securities $ 97,438 $ 146,197 $ 153,802 $ 397,458 |
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 embedded components of the stockholder convertible notes payable, 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: Redeemable Convertible Preferred Stock Warrant Years Ended December 31, (in thousands) 2021 2020 Beginning warrant liability balance $ 19,233 $ 735 Change in fair value of warrants liability 35,034 18,498 Reclassification to APIC upon recapitalization (54,267) — Ending warrant liability balance $ — $ 19,233 Embedded Derivative - Stockholder Convertible Notes Payable Years Ended December 31, (in thousands) 2021 2020 Beginning derivative liabilities balance $ 1,238 $ 150 Change in fair value (1,238) 1,088 Ending derivative liabilities balance $ — $ 1,238 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant, and equipment consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Land $ 912 $ 39 Pilot plant 5,517 5,237 Lab equipment 2,227 1,958 Machinery and equipment 655 655 Computer and other equipment 388 295 Construction in process 55,026 43,962 64,725 52,146 Less accumulated depreciation and amortization (7,540) (7,042) Total property, plant, and equipment, net $ 57,185 $ 45,104 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Patents $ 432 $ 430 Less accumulated amortization (217) (172) $ 215 $ 258 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Stock Option Activity | The following tables summarize the activity under the Stock Plans: Outstanding Options Weighted Weighted Average Balance at December 31, 2019 2,205,015 $ 0.36 3.89 Granted 6,296,302 $ 0.14 Exercised (2,912) $ 0.37 Forfeited / canceled (275,695) $ 0.43 Balance at December 31, 2020 8,222,710 $ 0.19 8.30 Granted — Exercised (171,118) 0.42 Forfeited / canceled (158,735) 0.14 Balance as of December 31, 2021 7,892,857 $ 0.19 7.31 Vested and expected to vest at December 31, 2021 7,872,978 |
Schedule of RSU and Performance Award Activity | RSU award and performance award activity for the year ended December 31, 2021 is as follows: Restricted Stock Outstanding Outstanding Weighted-average grant date fair value Balance at December 31, 2020 — Granted - RSU awards 769,505 7.34 Granted - performance awards 2,137,500 7.35 Balance at December 31, 2021 2,907,005 7.35 Expected to vest 769,505 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax | Income (loss) before provision for income taxes consisted of the following: (in thousands) December 31, 2021 December 31, 2020 United States $ 43,645 $ (29,162) International (1,554) (1,141) Income (loss) before provision for income taxes $ 42,091 $ (30,303) |
Schedule of Federal and State Income Tax Provision | The federal and state income tax expense is summarized as follows: (in thousands) December 31, 2021 December 31, 2020 Current Federal $ — $ — State 3 2 International — — Total current tax expense 3 2 Deferred Federal — — State — — International — — Total deferred tax expense — — Total tax expense $ 3 $ 2 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant items comprising the Company's deferred taxes are as follows: (in thousands) December 31, 2021 December 31, 2020 Deferred tax assets Net operating loss carryforwards $ 24,899 $ 18,400 Available for Sale Securities 390 — Lease liability 341 — Other 230 149 Fixed assets and intangibles 89 114 Total deferred tax assets 25,949 18,663 Deferred tax liabilities ROU asset (344) — Total deferred tax liabilities (344) — Valuation allowance (25,605) (18,663) Net deferred taxes $ — $ — |
Schedule of Effective Tax Rate | The effective tax rate of the Company's provision (benefit) for income taxes differs from the federal statutory rate as follows: December 31, 2021 December 31, 2020 Statutory rate 21.0 % 21.0 % State tax (1.3) (0.1) Warrants, BCF, and other equity items (33.3) (13.1) Valuation allowance 15.6 (6.4) Other (0.2) (0.1) Foreign rate differential (0.2) 0.2 Stock-based compensation (1.6) (1.5) Total — % — % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Cost and Other Information | The components of lease cost were as follows: (in thousands) December 31, 2021 Operating lease cost $ 324 Variable lease cost 68 Total lease cost $ 392 Other information related to leases is as follows: (in thousands) December 31, 2021 Operating lease ROU asset (included within Lease right-of-use asset) $ 1,782 Weighted average remaining lease term (in years): Operating leases 7.44 Weighted average discount rate: Operating leases 2.8 % (in thousands) December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 271 ROU assets obtained in exchange for operating lease liabilities $ 2,062 |
Operating Lease Maturity | Maturities of lease liabilities as of December 31, 2021 were as follows: (in thousands) December 31, 2021 2022 $ 327 2023 300 2024 269 2025 257 2026 264 Thereafter 528 Total lease payments 1945 Less: imputed interest (179) Less: lease liabilities, current (280) Lease liabilities, non-current $ 1,486 |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 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) Year Ended 2021 2020 Numerator: Net income (loss) attributable to common stockholders—Basic $ 42,090 $ (30,302) Net income (loss) attributable to common stockholders—Diluted $ 42,090 $ (30,302) Denominator: Weighted-average common shares outstanding—Basic (1) 101,221,781 62,544,933 Stock options 4,954,919 — RSU awards 61,054 — Weighted-average common shares outstanding—Diluted (1) 106,237,754 62,544,933 Net income (loss per share)—Basic $ 0.42 $ (0.48) Net income (loss per share)—Diluted $ 0.40 $ (0.48) (1) Excludes weighted-average Sponsor Vesting Shares subject to return of 2,342,466 and — shares for the year ended December 31, 2021 and December 31, 2020, 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 income (loss) per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year Ended 2021 2020 Options to purchase common stock — 8,222,710 Warrants to purchase common stock 35,476,667 — Warrants to purchase redeemable convertible preferred stock, as-converted 2,678,320 5,554,470 |
Risks and Liquidity - Narrative
Risks and Liquidity - Narrative (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Risks And Liquidity [Abstract] | |
Proceeds for business combination | $ 444.6 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2019CAD ($) | Dec. 31, 2021USD ($)planSegment$ / sharesshares | Dec. 31, 2020USD ($) | Oct. 31, 2019USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Escrow deposit fair value | $ 1,300,000 | |||
Escrow deposit | $ 300,000 | $ 300,000 | ||
Grants received | 0 | 200,000 | ||
Impairment of long lived assets | 0 | 0 | ||
Accretion expense for debt issuance cost | $ 2,200,000 | 100,000 | ||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||
Outstanding warrants (in shares) | shares | 35,476,667 | |||
Percent of occurrence of a tender offer or exchange of our stockholders | 50.00% | |||
Number of equity incentive plans (in plans) | plan | 3 | |||
Number of operating segments (in segments) | Segment | 1 | |||
Total assets | $ 510,417,000 | 47,429,000 | ||
Foreign currency contract | ||||
Significant Accounting Policies [Line Items] | ||||
Derivative, notional amount | $ 63,700,000 | 0 | ||
Public Warrants | ||||
Significant Accounting Policies [Line Items] | ||||
Number of warrants assumed (in shares) | shares | 24,150,000 | |||
Outstanding warrants (in shares) | shares | 24,150,000 | |||
Private Placement Warrants | ||||
Significant Accounting Policies [Line Items] | ||||
Number of warrants assumed (in shares) | shares | 11,326,667 | |||
Outstanding warrants (in shares) | shares | 11,326,667 | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Reimbursement for eligible expenditure | $ 2.7 | |||
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] | ||||
Total assets | $ 60,600,000 | 45,400,000 | ||
Standby Letters of Credit | ||||
Significant Accounting Policies [Line Items] | ||||
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 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 46,637 | $ 1,309 | |
Restricted cash | 490 | 565 | |
Total cash, cash equivalents, and restricted cash | $ 47,127 | $ 1,874 | $ 3,612 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
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 |
Leasehold Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 year |
Leasehold Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Business Combination - Narrativ
Business Combination - Narrative (Detail) $ / shares in Units, $ in Thousands | Jun. 25, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |||
Business combination, net of issuance costs paid | $ 467,530 | $ 467,530 | $ 0 |
Conversion ratio | 2.11 | ||
Business combination, acquisition related costs | 36,700 | ||
Proceeds from issuance of common stock | $ 74 | $ 1 | |
Common stock, shares issued (in shares) | shares | 141,301,569 | 70,266,925 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Artius | |||
Business Acquisition [Line Items] | |||
Business combination, net of issuance costs paid | $ 467,500 | ||
Number of vesting shares (in shares) | shares | 4,500,000 | ||
PIPE investors | |||
Business Acquisition [Line Items] | |||
Issue of common stocks, Initial public offering (in shares) | shares | 20,000,000 | ||
Proceeds from issuance of common stock | $ 200,000 | ||
Subscription shares | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued (in shares) | shares | 4,300,001 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Share price (in dollars per share) | $ / shares | $ 10 |
Business Combination - Summary
Business Combination - Summary of Element of the Net Proceeds of Business Combination (Detail) - USD ($) $ in Thousands | Jun. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Business combination, net of issuance costs paid | $ 467,530 | $ 467,530 | $ 0 |
Artius | |||
Business Acquisition [Line Items] | |||
Cash—Trust Account (net of redemptions of $439 million) | 260,448 | ||
Assets Held-in-trust | 439,000 | ||
Cash | 60 | ||
Cash—PIPE & Backstop Financing | 243,000 | ||
Business combination, 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 the date of acquisition | (34,773) | ||
Additional Paid-in-Capital from Business Combination, net of issuance costs paid | 385,405 | ||
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) | ||
Business combination, net of issuance costs paid | $ 467,500 |
Business Combination - Summar_2
Business Combination - Summary of Number Shares of Common Stock Outstanding (Detail) - Artius | 12 Months Ended |
Dec. 31, 2021shares | |
Business Acquisition [Line Items] | |
Artius shares outstanding prior to the Business Combination, excluding 4,500,000 Sponsor Vesting Shares (in shares) | 90,562,500 |
Number of vesting shares (in shares) | 4,500,000 |
Less: redemption of Artius shares (in shares) | (43,880,956) |
Shares issued pursuant to the PIPE and Backstop Financing (in shares) | 24,300,001 |
Business Combination and PIPE Financing shares, excluding 4,500,000 Sponsor Vesting Shares (in shares) | 70,981,545 |
Conversion of Legacy Origin Series A preferred stock for common stock (in shares) | 33,783,099 |
Conversion of Legacy Origin Series B preferred stock for common stock (in shares) | 19,755,784 |
Conversion of Legacy Origin Series C preferred stock for common stock (in shares) | 6,286,349 |
Conversion of Legacy Origin convertible notes for common stock (in shares) | 2,049,212 |
Conversion of Legacy Origin common stock for common stock (in shares) | 2,838,041 |
Issuance of common stock upon exercise of warrants (in shares) | 5,554,440 |
Total shares of New Origin common stock outstanding immediately following the Business Combination (in shares) | 141,248,470 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Narrative (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Accounting Changes and Error Corrections [Abstract] | |||
Operating lease right-of-use asset | $ 1,782 | $ 1,800 | $ 0 |
Operating lease liability | $ 1,800 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets And Liabilities Measured At Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable securities | $ 397,458 | |
Fair Value, Recurring | ||
Assets: | ||
Cash, cash equivalents and restricted cash | 47,127 | $ 1,874 |
Marketable securities | 397,458 | |
Derivative asset | 202 | |
Total fair value | 444,787 | 1,874 |
Liabilities: | ||
Earn-out liability | 127,757 | |
Derivative liability | 103 | 1,239 |
Total fair value | 180,720 | 20,472 |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash, cash equivalents and restricted cash | 47,127 | 1,874 |
Marketable securities | 0 | |
Derivative asset | 0 | |
Total fair value | 47,127 | 1,874 |
Liabilities: | ||
Earn-out liability | 0 | |
Derivative liability | 0 | 0 |
Total fair value | 35,983 | 0 |
Fair Value, Recurring | Level 2 | ||
Assets: | ||
Cash, cash equivalents and restricted cash | 0 | 0 |
Marketable securities | 397,458 | |
Derivative asset | 202 | |
Total fair value | 397,660 | 0 |
Liabilities: | ||
Earn-out liability | 0 | |
Derivative liability | 103 | 0 |
Total fair value | 16,980 | 0 |
Fair Value, Recurring | Level 3 | ||
Assets: | ||
Cash, cash equivalents and restricted cash | 0 | 0 |
Marketable securities | 0 | |
Derivative asset | 0 | |
Total fair value | 0 | 0 |
Liabilities: | ||
Earn-out liability | 127,757 | |
Derivative liability | 0 | 1,239 |
Total fair value | 127,757 | 20,472 |
Assumed common stock warrants (Public) | Fair Value, Recurring | ||
Liabilities: | ||
Warrants or rights outstanding | 35,983 | |
Assumed common stock warrants (Public) | Fair Value, Recurring | Level 1 | ||
Liabilities: | ||
Warrants or rights outstanding | 35,983 | |
Assumed common stock warrants (Public) | Fair Value, Recurring | Level 2 | ||
Liabilities: | ||
Warrants or rights outstanding | 0 | |
Assumed common stock warrants (Public) | Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Warrants or rights outstanding | 0 | |
Assumed common stock warrants (Private Placement) | Fair Value, Recurring | ||
Liabilities: | ||
Warrants or rights outstanding | 16,877 | |
Assumed common stock warrants (Private Placement) | Fair Value, Recurring | Level 1 | ||
Liabilities: | ||
Warrants or rights outstanding | 0 | |
Assumed common stock warrants (Private Placement) | Fair Value, Recurring | Level 2 | ||
Liabilities: | ||
Warrants or rights outstanding | 16,877 | |
Assumed common stock warrants (Private Placement) | Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Warrants or rights outstanding | $ 0 | |
Redeemable convertible preferred stock warrants liability | Fair Value, Recurring | ||
Liabilities: | ||
Warrants or rights outstanding | 19,233 | |
Redeemable convertible preferred stock warrants liability | Fair Value, Recurring | Level 1 | ||
Liabilities: | ||
Warrants or rights outstanding | 0 | |
Redeemable convertible preferred stock warrants liability | Fair Value, Recurring | Level 2 | ||
Liabilities: | ||
Warrants or rights outstanding | 0 | |
Redeemable convertible preferred stock warrants liability | Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Warrants or rights outstanding | $ 19,233 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Marketable Securities (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 399,170 |
Unrealized Gains | 295 |
Unrealized Losses | (2,007) |
Fair Value | 397,458 |
Total | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 399,149 |
Unrealized Gains | 295 |
Unrealized Losses | (2,007) |
Fair Value | 397,437 |
Corporate bonds | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 274,939 |
Unrealized Gains | 100 |
Unrealized Losses | (1,725) |
Fair Value | 273,314 |
Asset-backed securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 96,713 |
Unrealized Gains | 190 |
Unrealized Losses | (199) |
Fair Value | 96,704 |
U.S. government and agency securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 20,235 |
Unrealized Gains | 0 |
Unrealized Losses | (64) |
Fair Value | 20,171 |
Foreign government and agency securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 3,262 |
Unrealized Gains | 0 |
Unrealized Losses | (19) |
Fair Value | 3,243 |
Municipal/provincial bonds and other | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 4,000 |
Unrealized Gains | 5 |
Unrealized Losses | 0 |
Fair Value | 4,005 |
Pending Purchases And Sales | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 21 |
Unrealized Gains | 0 |
Unrealized Losses | 0 |
Fair Value | $ 21 |
Fair Value Measurement - Market
Fair Value Measurement - Marketable Security Contractual Maturities (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mature within one year | $ 97,438 |
Mature after one year through two years | 146,197 |
Mature over two years | 153,802 |
Fair Value | 397,458 |
Corporate bonds | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mature within one year | 92,559 |
Mature after one year through two years | 134,199 |
Mature over two years | 46,556 |
Fair Value | 273,314 |
Asset-backed securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mature within one year | 0 |
Mature after one year through two years | 2,000 |
Mature over two years | 94,704 |
Fair Value | 96,704 |
U.S. government and agency securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mature within one year | 0 |
Mature after one year through two years | 7,995 |
Mature over two years | 12,176 |
Fair Value | 20,171 |
Foreign government and agency securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mature within one year | 2,877 |
Mature after one year through two years | 0 |
Mature over two years | 366 |
Fair Value | 3,243 |
Municipal/provincial bonds and other | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mature within one year | 2,002 |
Mature after one year through two years | 2,003 |
Mature over two years | 0 |
Fair Value | 4,005 |
Total | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mature within one year | 97,438 |
Mature after one year through two years | 146,197 |
Mature over two years | 153,802 |
Fair Value | 397,437 |
Pending Purchases And Sales | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mature within one year | 0 |
Mature after one year through two years | 0 |
Mature over two years | 0 |
Fair Value | $ 21 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2019 | Apr. 30, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | |
Class of Warrant or Right [Line Items] | ||||||||
Sales of marketable securities | $ 2,024,089,000 | $ 0 | ||||||
Realized gain on marketable securities | 200,000 | |||||||
Aggregate fair value of marketable securities in unrealized loss position | 346,300,000 | |||||||
Aggregated fair value of marketable securities in continuous unrealized loss position for more than twelve months | 0 | |||||||
Allowance for credit loss | $ 0 | |||||||
Exercise price (in dollars per share) | $ 11.50 | |||||||
Foreign currency contract | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Net gain on foreign currency derivative contracts | $ 100,000 | |||||||
Series A Preferred Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued (in shares) | 122,400 | |||||||
Exercise price (in dollars per share) | $ 2.7233 | |||||||
Series A Preferred Stock Warrants | 2012 Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued (in shares) | 1,000,000 | |||||||
Exercise price (in dollars per share) | $ 2.7233 | |||||||
Warrants exercise period | 10 years | |||||||
Warrants exercise period, extended | 10 years | |||||||
Series A Preferred Stock Warrants | 2015 Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued (in shares) | 1,134,653 | |||||||
Exercise price (in dollars per share) | $ 2.7233 | |||||||
Warrants exercise period | 10 years | |||||||
Warrants exercise period, extended | 10 years | |||||||
Series B Preferred Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued (in shares) | 35,412 | 331,927 | ||||||
Exercise price (in dollars per share) | $ 7.486 | $ 7.486 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Key Assumptions for Determining Fair Value of Redeemable Convertible Preferred Stock Warrants (Detail) - Redeemable Convertible Preferred Stock Warrant | Dec. 31, 2020yr |
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 | 0.0017 |
Expected volatility | |
Class of Warrant or Right [Line Items] | |
Fair value measurements inputs | 0.7000 |
Dividend yield | |
Class of Warrant or Right [Line Items] | |
Fair value measurements inputs | 0 |
Fair Value Measurement - Summ_4
Fair Value Measurement - Summary of Fair Value of Redeemable Convertible Preferred Stock Warrants Liability and Derivative Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock Warrant | ||
Schedule Of Fair Value Of Redeemable Convertible Preferred Stock Warrants Liability And Derivative Liability [Roll Forward] | ||
Beginning balance | $ 19,233 | $ 735 |
Change in fair value | 35,034 | 18,498 |
Reclassification to APIC upon recapitalization | (54,267) | 0 |
Ending balance | 0 | 19,233 |
Embedded Derivative - Stockholder Convertible Notes Payable | ||
Schedule Of Fair Value Of Redeemable Convertible Preferred Stock Warrants Liability And Derivative Liability [Roll Forward] | ||
Beginning balance | 1,238 | 150 |
Change in fair value | (1,238) | 1,088 |
Ending balance | $ 0 | $ 1,238 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 64,725 | $ 52,146 |
Less accumulated depreciation and amortization | (7,540) | (7,042) |
Total property, plant, and equipment, net | 57,185 | 45,104 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 912 | 39 |
Pilot plant | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,517 | 5,237 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,227 | 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 | 388 | 295 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 55,026 | $ 43,962 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.5 | $ 0.5 |
Capitalized interest cost | 0.9 | 0.7 |
Cumulative translation adjustment | $ (0.1) | $ 0.9 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - Micromidas, Inc. - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Patents | $ 432 | $ 430 |
Less accumulated amortization | (217) | (172) |
Intangible assets, net | $ 215 | $ 258 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Detail) - Micromidas, Inc. - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets weighted average useful life | 9 years 10 months 13 days | |
Amortization expense | $ 0 | $ 0 |
Consortium Agreement - Narrativ
Consortium Agreement - Narrative (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 |
Pledged Financial Instruments, Not Separately Reported, Securities, by Type of Agreement [Abstract] | ||||
Company received amount from agreement | $ 0.5 | $ 0.5 | ||
Other income | $ 0.5 | $ 0.6 |
PPP Loans - Narrative (Detail)
PPP Loans - Narrative (Detail) - PPP Loan $ in Millions | 1 Months Ended |
Apr. 30, 2020USD ($) | |
Debt Disclosure [Line Items] | |
Unsecured loan | $ 0.9 |
Loan facility term | 2 years |
Debt instrument, interest rate | 1.00% |
Related Party Transactions - Na
Related Party Transactions - Narrative (Detail) $ in Millions | Dec. 31, 2016USD ($) | Feb. 28, 2021USD ($) | Jan. 31, 2021USD ($) | Nov. 30, 2019USD ($) | May 31, 2019USD ($)installment | Aug. 31, 2018USD ($) | Dec. 31, 2016USD ($) | Nov. 30, 2016USD ($) | Dec. 31, 2021USD ($)agreement | Dec. 31, 2020USD ($) |
Debt Disclosure [Line Items] | ||||||||||
Company received amount from agreement | $ 0.5 | $ 0.5 | ||||||||
Invested amount for research and development | $ 1.5 | |||||||||
Number of offtake supply agreements (in agreements) | agreement | 4 | |||||||||
Number of terminable offtake supply agreements (in agreements) | agreement | 2 | |||||||||
Accrued interest | $ 10.9 | $ 10.7 | ||||||||
Liquidated damages | 0.9 | |||||||||
Offtake agreement exercise period | 1 year | |||||||||
Offtake agreement purchase period | 10 years | |||||||||
Other long-term debt | $ 5 | |||||||||
Stockholder | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Line of credit facility, interest rate | 0.38% | |||||||||
Debt instrument, increase, accrued interest | $ 0.1 | 0.1 | ||||||||
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 term | 5 years | |||||||||
Stockholder | LIBOR | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Line of credit facility, interest rate | 0.25% | |||||||||
Unsecured Convertible Notes | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Debt conversion, converted instrument, amount | $ 50 | |||||||||
Convertible notes | $ 10 | |||||||||
Debt instrument, interest rate | 8.00% | |||||||||
Promissory Note | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Debt instrument, interest rate | 3.50% | |||||||||
Prepayment from stockholder | $ 5 | |||||||||
Debt instrument, increase, accrued interest | $ 0.2 | |||||||||
Number of installments (in installments) | installment | 3 | |||||||||
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 | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 6 | |||||||||
Line of credit facility, interest rate | 10.00% | |||||||||
Conversion percentage of outstanding principal and unpaid accrued interest | 70.00% | 70.00% | ||||||||
Percentage of repay purchasers in cash amount during liquidation | 200.00% | |||||||||
Bridge loan | $ 3.2 | |||||||||
Debt conversion, converted instrument, amount | $ 50 | |||||||||
SPAC transaction | $ 700 | |||||||||
Bridge Notes | Unsecured Convertible Notes | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Conversion percentage of outstanding principal and unpaid accrued interest | 80.00% | |||||||||
Repayment premium as a percentage of principal | 1 |
Other Liabilities, Long-term -
Other Liabilities, Long-term - Narrative (Detail) - USD ($) $ in Millions | 1 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2016 | |
Other Liabilities [Line Items] | ||||
Other long-term debt | $ 5 | |||
Prepayment agreement | ||||
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 | Installment 1 | ||||
Other Liabilities [Line Items] | ||||
Debt instrument, periodic payment | $ 2.5 | |||
Prepayment agreement | Installment 2 | ||||
Other Liabilities [Line Items] | ||||
Debt instrument, periodic payment | $ 2.5 | |||
Period of payment of prepayment agreement | 30 days |
Earnout Liability - Narrative (
Earnout Liability - Narrative (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Post triggering event period | 10 days | |
Earnout shares of common stock outstanding (in shares) | shares | 25,000,000 | |
Sponsor vesting shares of common stock outstanding (in shares) | shares | 4,500,000 | |
Change in fair value of earnout liability | $ | $ 75,488 | $ 0 |
Earnout liability | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | $ | 127,800 | $ 0 |
Change in fair value of earnout liability | $ | $ 75,500 | |
Earnout liability | Dividend yield | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Measurement input | 0 | |
Earnout liability | Expected volatility | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Measurement input | 0.82 | |
Earnout liability | Risk-free interest rate | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Measurement input | 0.0118 | |
Earnout liability | Share trigger price 1 | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Post triggering event period | 10 days | |
Share price (in dollars per share) | $ / shares | $ 15 | |
Period from businees combination closing date stock price trigger | 3 years | |
Earnout liability | Share trigger price 2 | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Post triggering event period | 10 days | |
Share price (in dollars per share) | $ / shares | $ 20 | |
Period from businees combination closing date stock price trigger | 4 years | |
Earnout liability | Share trigger price 3 | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Post triggering event period | 10 days | |
Share price (in dollars per share) | $ / shares | $ 25 | |
Period from businees combination closing date stock price trigger | 5 years |
Canadian Government Research _2
Canadian Government Research and Development Program Liability - Narrative (Detail) $ in Millions, $ in Millions | 1 Months Ended | |||
Apr. 30, 2019CAD ($) | Dec. 31, 2021USD ($) | Apr. 30, 2021 | Dec. 31, 2020USD ($) | |
Research and Development [Abstract] | ||||
Lesser eligible costs percentage | 18.48% | |||
Lesser eligible costs | $ 23 | |||
Funding repayment period | 15 years | |||
Maximum repayment ratio | 1.25 | |||
Funding reduction percentage | 50.00% | |||
Minimum costs of commercial plants | $ 500 | |||
Commercial plants constructed and operational period | 30 months | |||
Funding liability | $ 6.8 | $ 6.2 |
Assumed Common Stock Warrants -
Assumed Common Stock Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants or rights outstanding (in shares) | 35,476,667 | |
Assumed common stock warrants liability | $ 52,860 | $ 0 |
Change in fair value of gain, assumed warrants | $ 30,500 | |
Share trigger price 1 | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants redemption price per unit (in dollars per share) | $ 0.01 | |
Class of warrants redemption notice period | 30 days | |
Warrant instrument redemption threshold consecutive trading days | 20 days | |
Trading period | 30 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued during the period (in shares) | 24,150,000 | |
Number of common stock shares converted (in shares) | 1 | |
Share price (in dollars per share) | $ 11.50 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued during the period (in shares) | 11,326,667 | |
Number of common stock shares converted (in shares) | 1 | |
Share price (in dollars per share) | $ 11.50 | |
Private Warrant | ||
Class of Warrant or Right [Line Items] | ||
Share price (in dollars per share) | $ 12 | |
Warrant instrument redemption threshold consecutive trading days | 20 days | |
Trading period | 30 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 | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Share redemption trigger price per share (in dollars per share) | $ 10 | |
Common Class A | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Share redemption trigger price per share (in dollars per share) | 18 | |
Common Class A | Share trigger price 1 | ||
Class of Warrant or Right [Line Items] | ||
Share redemption trigger price per share (in dollars per share) | $ 18 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Detail) - USD ($) | Feb. 16, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Common stock, voting rights | one | |||
Common stock, shares outstanding (in shares) | 141,301,569 | 70,266,925 | ||
Sponsor vesting shares outstanding (in shares) | 4,500,000 | |||
Common stock, shares reserved (in shares) | 18,467,109 | |||
Stock option plan, exercisable period | 4 years | |||
Stock options available for grant (in shares) | 7,667,247 | 10,244,399 | ||
Stock options, exercisable (in shares) | 4,130,184 | 2,150,941 | ||
Stock option, aggregate intrinsic value | $ 49,260,254 | |||
Nonvested award, cost not yet recognized | 6,600,000 | |||
Stock-based compensation | 5,767,000 | $ 1,630,000 | ||
Stock compensation not yet recognized | $ 7,300,000 | |||
Stock compensation not yet recognized, vesting period | 4 years | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 1,010,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Warrants issued (in shares) | 1,000,000,000 | |||
Common stock, shares outstanding (in shares) | 141,301,569 | 62,545,275 | ||
General and administrative expense | ||||
Class of Stock [Line Items] | ||||
Stock-based compensation | $ 5,800,000 | $ 1,600,000 | ||
Research and development expense | ||||
Class of Stock [Line Items] | ||||
Stock-based compensation | 1,300,000 | $ 100,000 | ||
Performance and market based awards | ||||
Class of Stock [Line Items] | ||||
Stock options issued during the period (in shares) | 2,920,732 | |||
Stock options, vested (in shares) | 529,119 | |||
Stock-based compensation | $ 2,900,000 | |||
Performance and market based awards | First vesting | ||||
Class of Stock [Line Items] | ||||
Stock option plan, vesting percentage | 2.0833% | |||
Stock options, outstanding (in shares) | 529,119 | |||
Performance and market based awards | Second vesting | ||||
Class of Stock [Line Items] | ||||
Stock options, outstanding (in shares) | 2,391,613 | |||
Restricted stock units (RSUs) | ||||
Class of Stock [Line Items] | ||||
Option vesting period | 3 years | |||
Service period | 3 years | |||
Stock compensation not yet recognized | $ 5,400,000 | |||
Stock compensation not yet recognized, vesting period | 2 years 10 months 24 days | |||
Restricted stock units (RSUs) | Tranche one | ||||
Class of Stock [Line Items] | ||||
Stock option plan, vesting percentage | 33.30% | |||
Restricted stock units (RSUs) | Tranche two | ||||
Class of Stock [Line Items] | ||||
Stock option plan, vesting percentage | 33.30% | |||
Restricted stock units (RSUs) | Tranche three | ||||
Class of Stock [Line Items] | ||||
Stock option plan, vesting percentage | 33.30% | |||
Options to purchase common stock | ||||
Class of Stock [Line Items] | ||||
Stock options issued during the period (in shares) | 0 | 6,296,302 | ||
Stock compensation not yet recognized, vesting period | 2 years 7 months 6 days | |||
Share-based payment arrangement, nonemployee | ||||
Class of Stock [Line Items] | ||||
Stock option plan, exercisable period | 10 years | |||
One year from the vesting commencement date | ||||
Class of Stock [Line Items] | ||||
Stock option plan, vesting percentage | 25.00% | |||
Option vesting period | 1 year | |||
Employee Stock Purchase Plan (ESPP) | Employee stock | ||||
Class of Stock [Line Items] | ||||
Number of shares authorized (in shares) | 1,846,710 | |||
Percentage of fully diluted shares of common stock | 1.00% | |||
Percentage of ESPP share reserve | 200.00% | |||
Purchase price of common stock, percent | 85.00% | |||
Stock Incentive Plan | More than one year from vesting commencement date | ||||
Class of Stock [Line Items] | ||||
Stock option plan, vesting percentage | 2.778% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) - Options to purchase common stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Outstanding Options | |||
Beginning balance (in shares) | 8,222,710 | 2,205,015 | |
Granted (in shares) | 0 | 6,296,302 | |
Exercised (in shares) | (171,118) | (2,912) | |
Forfeited / canceled (in shares) | (158,735) | (275,695) | |
Ending balance (in shares) | 7,892,857 | 8,222,710 | 2,205,015 |
Vested and expected to vest (in shares) | 7,872,978 | ||
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 0.19 | $ 0.36 | |
Granted (in dollars per share) | 0.14 | ||
Exercised (in dollars per share) | 0.42 | 0.37 | |
Forfeited / canceled (in dollars per share) | 0.14 | 0.43 | |
Ending balance (in dollars per share) | $ 0.19 | $ 0.19 | $ 0.36 |
Weighted Average Remaining Contractual Life (in years) | |||
Weighted Average Remaining Contractual Life (in years) | 7 years 3 months 21 days | 8 years 3 months 18 days | 3 years 10 months 20 days |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of RSU and Performance Award Activity (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
RSUs and performance shares | |
Outstanding | |
Beginning balance (in shares) | 0 |
Ending balance (in shares) | 2,907,005 |
Expected to vest (in shares) | 769,505 |
Weighted-average grant date fair value | |
Beginning balance (in dollars per share) | $ / shares | |
Ending balance (in dollars per share) | $ / shares | $ 7.35 |
Restricted stock units (RSUs) | |
Outstanding | |
Granted (in shares) | 769,505 |
Weighted-average grant date fair value | |
Granted (in dollars per share) | $ / shares | $ 7.34 |
Performance shares | |
Outstanding | |
Granted (in shares) | 2,137,500 |
Weighted-average grant date fair value | |
Granted (in dollars per share) | $ / shares | $ 7.35 |
Income Taxes - Income before In
Income Taxes - Income before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 43,645 | $ (29,162) |
International | (1,554) | (1,141) |
Income before income taxes | $ 42,091 | $ (30,303) |
Income Taxes - Federal and Stat
Income Taxes - Federal and State Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 3 | 2 |
International | 0 | 0 |
Total current tax expense | 3 | 2 |
Deferred | ||
Federal | 0 | 0 |
State | 0 | 0 |
International | 0 | 0 |
Total deferred tax expense | 0 | 0 |
Total tax expense | $ 3 | $ 2 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 24,899 | $ 18,400 |
Available for Sale Securities | 390 | 0 |
Lease liability | 341 | 0 |
Other | 230 | 149 |
Fixed assets and intangibles | 89 | 114 |
Total deferred tax assets | 25,949 | 18,663 |
Deferred tax liabilities | ||
ROU asset | (344) | 0 |
Total deferred tax liabilities | (344) | 0 |
Valuation allowance | (25,605) | (18,663) |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance | $ 6,900,000 | $ 1,900,000 |
Federal operating loss carryforward | 97,800,000 | |
Operating loss carryforward, state | 36,800,000 | |
Operating loss carryforward, foreign | 6,700,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Domestic | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward subject to expiration | 44,900,000 | |
Operating loss carryforward not subject to expiration | 52,900,000 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward, research | $ 0 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21.00% | 21.00% |
State tax | (1.30%) | (0.10%) |
Warrants, BCF, and other equity items | (33.30%) | (13.10%) |
Valuation allowance | 15.60% | (6.40%) |
Other | (0.20%) | (0.10%) |
Foreign rate differential | (0.20%) | 0.20% |
Stock-based compensation | (1.60%) | (1.50%) |
Effective income tax rate | 0.00% | 0.00% |
Leases - Narrative (Detail)
Leases - Narrative (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)lease | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use asset | $ 1,782 | $ 1,800 | $ 0 |
Number of amended leases (in leases) | lease | 2 | ||
Sacramento, California lease agreement | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease term | 7 years | ||
Operating lease right-of-use asset | $ 900 | ||
Sarnia, Ontario lease agreement | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease term | 18 months | ||
Operating lease right-of-use asset | $ 100 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining operating lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining operating lease term | 9 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 324 |
Variable lease cost | 68 |
Total lease cost | $ 392 |
Leases - Other Information (Det
Leases - Other Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2021 | |
Right of Use Assets: | |||
Operating lease ROU asset (included within Lease right-of-use asset) | $ 1,782 | $ 0 | $ 1,800 |
Weighted average remaining lease term (in years): | |||
Operating leases | 7 years 5 months 8 days | ||
Weighted average discount rate: | |||
Operating leases | 2.80% | ||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 271 | ||
Right-of-Use Asset Obtained In Exchange for Lease Liability: | |||
ROU assets obtained in exchange for operating lease liabilities | $ 2,062 | $ 0 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 327 | |
2023 | 300 | |
2024 | 269 | |
2025 | 257 | |
2026 | 264 | |
Thereafter | 528 | |
Total lease payments | 1,945 | |
Less: imputed interest | (179) | |
Less: lease liabilities, current | (280) | $ 0 |
Lease liabilities, non-current | $ 1,486 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Detail) MMBTU in Thousands | May 31, 2019 | Jul. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 30, 2016USD ($) | Aug. 31, 2015USD ($) | May 31, 2019MMBTU | May 31, 2018USD ($) | Jun. 30, 2011USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Other Commitments [Line Items] | ||||||||||
Property, plant, and equipment, net | $ 57,185,000 | $ 45,104,000 | ||||||||
License payment, royalty payment | 0 | |||||||||
Operating and Maintenance Agreement | ||||||||||
Other Commitments [Line Items] | ||||||||||
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 | ||||||||||
Other Commitments [Line Items] | ||||||||||
Operating and maintenance agreements, fixed payments per year | $ 400,000 | |||||||||
Take Or Pay Steam Supply Agreement | ||||||||||
Other Commitments [Line Items] | ||||||||||
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 | ||||||||||
Other Commitments [Line Items] | ||||||||||
Service agreement, percentage of steam receivable during first year | 25.00% | |||||||||
Service agreement, MMBtus per year generated | MMBTU | MMBTU | 140 | |||||||||
Joint Development Agreements | ||||||||||
Other Commitments [Line Items] | ||||||||||
Service agreement, periods | 3 years | |||||||||
Property, plant, and equipment, net | $ 0 | 0 | ||||||||
Patent License Agreement | ||||||||||
Other Commitments [Line Items] | ||||||||||
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 | $ 0 | ||||||||
Patent License Agreement | Maximum | ||||||||||
Other Commitments [Line Items] | ||||||||||
Royalty payment per year | $ 25,000 | |||||||||
Royalty payment, cumulative amount | $ 1,000,000 | $ 2,000,000 | ||||||||
Nonexclusive Patents Llicense Agreement | ||||||||||
Other Commitments [Line Items] | ||||||||||
Royalty payment per year | $ 5,000 | |||||||||
Percentage of net sales | 0.40% |
Basic and Diluted Net Income _3
Basic and Diluted Net Income (Loss) Per Share - Summary of Basic And Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net income (loss) attributable to common stockholders—Basic | $ 42,090 | $ (30,302) |
Net income (loss) attributable to common stockholders—Diluted | $ 42,090 | $ (30,302) |
Denominator: | ||
Weighted-average common shares outstanding—Basic (in shares) | 101,221,781 | 62,544,933 |
Weighted-average common shares outstanding—Diluted (in shares) | 106,237,754 | 62,544,933 |
Net income (loss per share)—Basic (in dollars per share) | $ 0.42 | $ (0.48) |
Net income (loss per share)—Diluted (in dollars per share) | $ 0.40 | $ (0.48) |
Options to purchase common stock | ||
Denominator: | ||
Dilutive share based payment arrangements (in shares) | 4,954,919 | 0 |
RSU awards | ||
Denominator: | ||
Dilutive share based payment arrangements (in shares) | 61,054 | 0 |
Basic and Diluted Net Income _4
Basic and Diluted Net Income (Loss) Per Share - Summary of Antidilutive Securities Excluded From Computation Of Earnings Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 8,222,710 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 35,476,667 | 0 |
Warrants to purchase redeemable convertible preferred stock, as-converted | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,678,320 | 5,554,470 |
Basic and Diluted Net Income _5
Basic and Diluted Net Income (Loss) Per Share - Narrative (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Weighted-average sponsor vesting shares subject to return (in shares) | 2,342,466 | 0 |
Shares of common stock (in shares) | 1,481,531 | |
Performance shares outstanding (in shares) | 2,137,500 | |
Earnout shares of common stock outstanding (in shares) | 25,000,000 | |
Sponsor vesting shares of common stock outstanding (in shares) | 4,500,000 |