Artius Acquisition Inc.

The substance is a liquidation vote for a 2021 de-SPAC: stockholders are asked to approve winding the company up rather than any operating or sale alternative. The blank meeting date in the filed document means holders must track a later notice for the actual voting deadline, and the record date of May 20, 2026 already sets who is entitled to vote. For legacy Artius holders the trust redemption right was surrendered at closing, so recovery now depends entirely on residual assets after creditors, not on any per-share trust floor.

The company missed its October 6, 2025 Nasdaq compliance deadline and is now seeking both a reverse split and a 20%-plus issuance, so the listing and the financing are being fixed in the same vote. The convertible notes carry cross-default triggers at $4.0 million of accelerated debt and $2.0 million of judgments, plus a share-reserve covenant - meaning a failed split could itself trigger default. The Artius trust offers no floor.

Almost a quarter of that merger line is contingent: it is 78,213,000 shares issuable on consummation, stated without giving effect to downward adjustments, plus up to 25,000,000 shares issuable afterwards under the earn-out provisions for certain holders of Origin's common stock and options. The par-value pricing applies because Micromidas, Inc., trading as Origin, is a private company with no market for its securities and an accumulated deficit. The converting side includes 18,112,500 Artius Class B founder shares alongside the public shares.

The fee table values the same class of stock two different ways in adjacent lines. The 90,562,500 shares are Artius's own public shares plus 18,112,500 founder shares converting by operation of law, priced at the March 5, 2021 Nasdaq average of $10.46. The 103,213,000 shares issued in the business combination carry an aggregate offering price of $991.83 — a par-value construct for a private target rather than a valuation. Reading the fee table as one number would make the deal look far smaller than the share counts show.

The registration fee on those merger shares remains $1.00. Because Micromidas, Inc. is a private company with no market for its securities and an accumulated deficit, Rule 457(f)(2) sets the maximum aggregate offering price at one-third of the aggregate par value of the Origin securities being exchanged — $991.83 for 103,213,000 shares — so the fee table says nothing at all about what the target is worth. The 90,562,500 carried-over shares include 18,112,500 Artius founder shares, and the public shares and warrants are priced at $10.46 and $1.80 on March 5, 2021 Nasdaq trading.

The registration fee on those merger shares is $1.00. Because Micromidas, Inc. is a private company with no market for its securities and an accumulated deficit, Rule 457(f)(2) sets the maximum aggregate offering price at one-third of the aggregate par value of the Origin securities being exchanged — $991.83 for 103,213,000 shares — so the fee table says nothing at all about what the target is worth. The 90,562,500 carried-over shares include 18,112,500 Artius founder shares, and the public shares and warrants are priced at $10.46 and $1.80 on March 5, 2021 Nasdaq trading.

What changed: Origin Materials, Inc., the Artius Acquisition Inc. successor, filed as Exhibit 3.2 its Amended and Restated Bylaws effective July 6, 2026. The bylaws permit stockholder meetings to be held at a place determined by the board or, at the board's sole discretion, solely by remote communication under the Delaware General Corporation Law. The annual meeting is held on a date and at a time designated by the board, which may postpone, reschedule or cancel any previously scheduled annual meeting. Provisions on nominations of persons for election follow. Why it matters: Bylaw amendments are where the balance between board and stockholders is set, and the two provisions visible here favour the board: unilateral authority to postpone or cancel a scheduled annual meeting, and discretion to hold it virtual-only, which limits the floor engagement an activist can use. Nothing here touches a trust or a redemption right from the Artius vehicle. The advance-notice nomination terms that follow determine how hard it is to run a competing slate.

What changed: PREM14A by ORIGIN MATERIALS, INC., successor to Artius Acquisition Inc. — the preliminary version of the dissolution proxy made definitive ten days later as 0001802457-26-000052. Not a merger registration: the two substantive proposals are approval of the Amended and Restated Plan of Complete Liquidation and Dissolution and an adjournment proposal. The meeting date is still blank in this version; the record date is already fixed at July 8, 2026. Why it matters: Read against the definitive proxy of July 20, 2026, the money figure did not move: both state an Initial Liquidation Distribution expected to be between $0.61 and $3.54 per share on 5,503,087 shares outstanding as of July 8, 2026. This version also warns that if liabilities are higher than anticipated stockholders may receive no distribution at all, and that a contingency reserve must be provided for under the DGCL first. The definitive version adds the August 12, 2026 meeting date and one further incorporated Form 8-K514.

What changed: Origin Materials, Inc., the Artius Acquisition Inc. successor, held a special meeting on July 1, 2026 at which holders of 2,123,179 shares, 38.58% of the 5,503,087 shares outstanding at the May 20, 2026 record date, were present. Stockholders approved the Dissolution Proposal authorising the company to liquidate and dissolve under the Plan of Complete Liquidation and Dissolution, by 2,043,101 votes for, 66,752 against and 13,326 abstentions with no broker non-votes. A second proposal granted the board discretionary authority. Why it matters: This is the terminal vote for the Artius merger: stockholders have authorised the company to wind up under a plan of dissolution, so what remains for holders is whatever the liquidation distributes after creditors are paid. The margin was overwhelming, 96% of votes cast in favour, which usually means the alternative was seen as worse. With only 5,503,087 shares outstanding the company had already been heavily consolidated before reaching this point.