ORIGIN MATERIALS, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)

On June 25, 2021, Artius Acquisition, Inc. consummated the Business Combination
with Legacy Origin pursuant to the Merger Agreement. In connection with the
closing of the Business Combination, Artius changed its name to Origin
Materials, Inc. Legacy Origin was deemed to be the accounting acquirer in the
Merger. While Artius was the legal acquirer in the Merger, because Legacy Origin
was deemed the accounting acquirer, the historical consolidated financial
statements of Legacy Origin became the historical consolidated financial
statements of the combined company, upon the consummation of the Merger.

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and related notes appearing elsewhere in this
Annual Report. This discussion may contain forward-looking statements based upon
current expectations that involve risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking statements
as a result of various factors, including those set forth in the sections titled
"Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" as set
forth elsewhere in this Annual Report. Unless the context otherwise requires,
references in this section to "Legacy Origin", "the Company", "we", "us" and
"our" refer to the business and operations of Legacy Origin and its consolidated
subsidiaries prior to the Business Combination and to Origin Materials, Inc. and
its consolidated subsidiaries, following the Closing.

Overview

Origin is a carbon negative materials company with a mission to 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. We believe that our platform
technology can help make the world's transition to "net zero" possible and
support the fulfillment of greenhouse gas reduction pledges made by countries as
part of the United Nations Paris Agreement as well as corporations that are
committed to reducing emissions in their supply chains. Our technology can
convert sustainable feedstocks such as sustainably harvested wood residues,
agricultural waste, wood waste and even corrugated cardboard into materials and
products that are currently made from fossil feedstocks such as petroleum and
natural gas. These sustainable feedstocks are not used in food production, which
differentiates our technology from other sustainable materials companies that
use feedstocks such as vegetable oils or high fructose corn syrup and other
sugars. While we have has succeeded in producing small amounts of our products
in the pilot plant for customer trials and testing purposes, we have has not yet
commenced large-scale production.

We believe that products made using Origin's platform technology can compete
directly with petroleum-derived products on both performance and price. Due to
abundant and renewable wood supplies that have historically stable pricing, our
cost of production is expected to be more stable than potential competing
platforms that use other types of feedstocks. We believe that end products made
using our platform technology will have a significant unit cost advantage over
products made from other low carbon feedstocks.

We have developed a proprietary platform technology to convert biomass, or
plant-based carbon, into the versatile "building block" chemicals CMF and HTC,
as well as other product intermediates. At a commercial scale, Origin's platform
technology is expected to produce CMF and HTC with a negative carbon footprint.
Origin believes these chemicals can replace petroleum-based counterparts,
lowering the carbon footprint of a wide range of materials without sacrificing
performance or cost.

We are currently developing and constructing our first manufacturing plant in
Ontario, Canada (Origin 1), which is expected to become operational by the end
of 2022. We are also currently in the planning phase for the construction of a
significantly larger manufacturing plant (Origin 2), which is expected to become
operational in 2025.

Impact of the COVID-19 pandemic

In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health
Organization. The pandemic has resulted in governments around the world
implementing increasingly stringent measures to help control the spread of the
virus, including quarantines, "shelter in place" and "stay at home" orders,
travel restrictions, business curtailments, school closures and other measures.
In addition, governments and central banks in several parts of the world have
enacted fiscal and monetary stimulus measures to counteract the impacts of the
COVID-19 pandemic.
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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.

The full extent to which the ongoing COVID-19 pandemic adversely affects our
financial performance will depend on future developments, many of which are
outside of our control, that are highly uncertain and cannot be predicted,
including, but not limited to, the duration and spread of the pandemic, its
severity, the effectiveness of actions to contain the virus (including the
availability and effectiveness of vaccines) or treat its impact, and how quickly
and to what extent normal economic and operating conditions can resume. The
COVID-19 pandemic could also result in additional governmental restrictions and
regulations, which could harm Origin's business and financial results. In
addition, a recession, depression or other sustained adverse market impact
resulting from COVID-19 could harm our business and its access to needed capital
and liquidity. Even after the COVID-19 pandemic has subsided, Origin may
continue to experience adverse impacts on its business and financial performance
as a result of the global economic impact of the COVID-19 pandemic.

To the extent that the COVID-19 pandemic adversely affects our business, results
of operations, financial condition or liquidity, it may also heighten other
risks, such as the risk that, if the business impacts of COVID-19 carry on for
an extended period, we may be required to recognize impairments for certain
long-lived assets including amortizable intangible assets.

Key Factors and Trends Affecting Origin’s Operating Results

We are a pre-revenue company. We believe that our performance and future success
depend on several factors that present significant opportunities for us but also
pose risks and challenges, including those discussed below and under "Risk
Factors" appearing elsewhere in this Annual Report.

presentation basis

We currently conduct our business through one operating segment. As a
pre-revenue company with no commercial operations, our activities to date have
been limited, and our historical results are reported under U.S. GAAP and in
U.S. Dollars. Upon commencement of commercial operations, we expect to expand
our operations substantially, including in the United States and Canada, and as
a result, we expect Origin's future results to be sensitive to foreign currency
transaction and translation risks and other financial risks that are not
reflected in Origin's historical financial statements. As a result, we expect
that the financial results we report for periods after we begin commercial
operations will not be comparable to the financial results included in this
Annual Report.

Components of operating results

We are a pre-revenue company and our historical results may not be indicative of
our future results for reasons that may be difficult to anticipate. Accordingly,
the drivers of our future financial results, as well as the components of such
results, may not be comparable to our historical or projected results of
operations.

Research and development costs

To date, our research and development expenses have consisted primarily of
development of our four key product intermediates CMF, HTC, levulinic acid and
furfural, and the conversion of those intermediates into products familiar to
and desired by our customers, such as PX and PET. Our research and development
expenses also include investments associated with the expansion of the Origin 1
plant and planning and construction of the Origin 2 plant, including the
material and supplies to support product development and process engineering
efforts.
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General and administrative expenses

General and administrative expenses mainly include personnel costs, including stock-based compensation, professional fees, including accounting, auditing, legal, regulatory and tax compliance costs.

Additionally, costs related to advertising, trade shows, corporate marketing, as
well as an allocated portion of our occupancy costs also comprise general and
administrative expenses.

Change in fair value of deemed liability related to common share purchase warrants

The change in fair value of assumed common stock warrants liability consists of
the change in fair value of the Public Warrants and Private Placement Warrants
assumed in connection with the Business Combination. We expect to incur an
incremental income (expense) for the fair value adjustments for the outstanding
assumed common stock warrants liability at the end of each reporting period or
through the exercise of the warrants.

Other income (expenses)

Our other income (expense) consists of income from governmental grant programs,
interest expense for stockholder convertible notes payable, interest income on
marketable securities and income or expenses related to changes in the fair
value of assumed common stock warrants liability, earnout liability, and
derivative assets and liabilities. We expect to incur an incremental income
(expense) for the fair value adjustments of these assets and liabilities at the
end of each reporting period.

Income Tax Expense (Benefit)

Our provision for income taxes consists of an estimate of we federal and state income taxes based on prevailing rates, as adjusted for credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law. We maintain a valuation allowance on the full value of our we and report net deferred tax assets as we believe that the recoverability of tax assets is not more likely than not.

Non-GAAP Measures

To provide investors with additional information in connection with our results
as determined in accordance with GAAP, we disclose Adjusted Earnings before
Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA) as a non-GAAP
measure. This measure is not a financial measure calculated in accordance with
GAAP, and it should not be considered as a substitute for net income, operating
income, or any other measure calculated in accordance with GAAP, and may not be
comparable to similarly titled measures reported by other companies.

Adjusted EBITDA

We believe that the presentation of Adjusted EBITDA is appropriate to provide
additional information to investors about our operating profitability adjusted
for certain non-cash items, non-routine items that we do not expect to continue
at the same level in the future, as well as other items that are not core to our
operations. Further, we believe Adjusted EBITDA provides a meaningful measure of
operating profitability because we use it for evaluating our business
performance, making budgeting decisions, and comparing our performance against
that of other peer companies using similar measures.
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We define Adjusted EBITDA as net income or loss adjusted for certain non-cash
and non-recurring items, including (i) stock-based compensation expense, (ii)
depreciation and amortization, (iii) interest income, (iv) interest expense, net
of capitalized interest, (v) change in fair value of derivative liabilities,
(vi) change in fair value of warrants liability, (vii) change in fair value of
earnout liability, (viii) professional fees related to completed mergers, and
(ix) other income, net.

                                                               Year ended December 31,
 (in thousands)                                                                   2021           2020
 Net income (loss)                                                             $  42,090      $ (30,302)
 Stock based compensation                                                          5,767          1,630
 Depreciation and amortization                                                       544            479
 Interest income                                                                  (1,413)             -
 Interest expense, net of capitalized interest                                     2,838            341
 Change in fair value of derivative liabilities                             

1,326 1,088

 Change in fair value of warrants liability                                 

4,525 18,498

 Change in fair value of earnout liability                                       (75,488)             -
 Professional fees related to completed mergers                                      640              -
 Other income, net                                                                  (811)          (805)
 Adjusted EBITDA                                                               $ (19,982)     $  (9,071)

Operating results

Comparison of the year ended December 31, 2021 and 2020

The following table summarizes the Company's results of operations with respect
to the items set forth in such table for the year ended December 31, 2021 and
2020 together with the change in such items in dollars and as a percentage.

                                                        Year Ended December 31,
(in thousands)                                          2021                    2020             Variance              Variance %
Operating expenses:
Research and development                        $       9,124               $   4,138          $   4,986                        120  %
General and administrative expenses                    17,265                   6,563             10,702                        163  %
Depreciation and amortization                             544                     479                 65                         14  %
Total operating expenses and loss from
operations                                             26,933                  11,180             15,753                        141  %
Other expenses (income):
Interest income                                        (1,413)                      -             (1,413)                       100  %
Interest expense, net of capitalized
interest                                                2,838                     341              2,497                        732  %
Change in fair value of derivative
liabilities                                             1,326                   1,088                238                         22  %
Change in fair value of warrant liability               4,525                  18,498            (13,973)                        76  %
Change in fair value of earnout liability             (75,488)                      -            (75,488)                       100  %
Other income, net                                        (811)                   (805)                (6)                         1  %
Total other expense (income), net                     (69,023)                 19,122            (88,145)                      (461) %
Net income (loss)                               $     (42,090)              $  30,302          $ (72,392)                      (239) %

Research and development costs

Research and development expenses increased $5.0 million, or 120%, from 2020
compared to 2021. This increase was primarily due to increases of $1.1 million
in stock compensation related to additional stock grants, $0.6 million in fees
paid to third-party consultants, $1.8 million related to incremental research
and development staffing, $0.3 million in additional research and development
supplies, $0.3 million in additional service costs, $0.2 million in additional
software and information technology costs, and $0.7 million in other additional
expenses.
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General and administrative expenses

General and administrative expenses increased $10.7 million, or 163%, from 2020
compared to 2021. This increase was primarily related to increases of $3.0
million in stock compensation expenditures, $0.8 million for incremental
increases in staffing supporting construction of Origin 1, including additional
expense for personnel within executive, accounting, procurement, sales, and
supply-chain development, as well as services in support of the Merger, $0.4
million in legal and professional fees related to regulatory compliance costs,
$0.6 million in professional fees related to completed mergers, $2.1 million in
additional directors and officers insurance policies, $0.6 million in additional
software and information technology costs, $2.8 million in financing costs, and
$0.4 million in marketing costs.

interest income

Interest income increased $1.4 million from 2020 compared to 2021. This increase
was related to $1.4 million in interest income from investments in marketable
securities.

Interest charges. net of capitalized interest

Interest expense increased $2.5 million of 2020 compared to 2021. This increase is due to the issuance of convertible bonds November 2019 leading to an increase in interest expense of $0.4 million and $2.2 million related to the increase in accretion expense for debt issuance costs.

Change in fair value of derivative liabilities, liability related to warrants and liability related to price supplements

The Company recognized a gain on the change in the fair values of the derivative
liabilities, the warrant liability, and the earnout liability in the amount of
$89.2 million from 2020 to 2021. The earnout liability and a portion of the
change in the warrant liability are from newly created liabilities reclassified
from equity as a result of the Business Combination, with a combined decrease in
fair value of $89.4 million resulting from the change in fair value of these
instruments over the period from the closing of the merger to December 31, 2021.
The decrease in fair value was offset by a $0.3 million increase in the fair
value of derivative liability and $0.1 million unrealized gain in the fair value
of the foreign currency forward contract derivatives. The movement in these
instruments' fair values are driven by the value of the Company's stock price.

Other income, net

Other income increased by a total of $0.0 million of 2020 compared to 2021. This increase is mainly related to $0.2 million the gain realized on marketable securities sold offset by a decrease in $0.2 million in grant revenue.

Cash and capital resources

Sources of liquidity

Since inception, we have financed our operations principally from the sales and
issuances of redeemable preferred stock, common stock, and convertible notes,
and governmental grant programs. Origin had $444.6 million and $1.9 million in
cash, cash equivalents, restricted cash and marketable securities as of
December 31, 2021 and December 31, 2020, respectively. Our cash equivalents are
invested primarily in U.S. Treasury money market funds and our marketable
securities are primarily U.S. Treasury notes and bonds, corporate bonds,
asset-back securities, foreign government and agency securities, and municipal
bonds.

We are yet to generate any revenue from our business operations. Our ability to
successfully develop the products, commence commercial operations and expand the
business will depend on many factors, including our ability to meet the working
capital needs, the availability of equity or debt financing and, over time, our
ability to generate cash flows from operations.

We will require a significant amount of cash for capital expenditures as we
invest in the construction of Origin 1 and Origin 2 plants, and additional
research and development. In addition to our cash on hand following the Business
Combination, we anticipate that we will need substantial additional project
financing and government incentives to meet our financial projections, execute
our growth strategy and expand our manufacturing capability, including to
finance the construction of the Origin 1 and Origin 2 plants. Our ability to
obtain financing for the construction of future plants may depend in part on our
ability to first enter into customer agreements sufficient to demonstrate
sufficient demand to justify
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the construction of such plants. We may also raise additional capital through
equity offerings or debt financings, as well as through collaborations,
strategic alliances or marketing, distribution or licensing arrangements with
third parties. Our future capital requirements will depend on many factors,
including actual construction costs of the Origin 1 and Origin 2 plants, changes
in the costs in our supply chain, expanded operating activities and our ability
to secure customers. If our financial projections are inaccurate, we may need to
seek additional equity or debt financing from outside sources, which may not be
available on acceptable terms, if at all. If we are unable to raise additional
capital when required, our business, financial condition and results of
operations would be harmed.

We expect to continue to incur operating losses in the near term as our
operating and capital expenses will increase to support the growth of the
business. We expect that our general and administrative expenses and research
and development expenses will continue to increase as we increase our sales and
marketing activities, develop our distribution infrastructure, support our
growing operations and operate as a public company.

Debt

In November 2019, Legacy Origin entered into secured convertible note agreements
(the "2019 Notes") with certain Legacy Origin preferred stockholders, whereby
Legacy Origin could borrow up to $6.0 million in aggregate from the noteholders.
The 2019 Notes bear an annual interest rate of 10% and an original maturity date
of September 30, 2021. All principal and accrued interest under the 2019 Notes
were converted into shares of Legacy Origin Common Stock immediately prior to
the closing of the Business Combination.

In April 2020, Legacy Origin received an unsecured loan in the amount of
$905,838 under the Paycheck Protection Program (the "PPP Loan"). The Paycheck
Protection Program was established under the CARES Act and is administered by
the U.S. Small Business Administration. The PPP Loan had a two-year term and
bears interest at a rate of 1.00% per annum. This loan was repaid on June 24,
2021.

As of December 31, 2021 and December 31, 2020, we have $6.8 million and $6.2
million of indebtedness under a Canadian government program, respectively, of
which $0.5 million and $2.6 million was received during the year ended December
31, 2021 and December 31, 2020, respectively. Additionally, as of December 31,
2021, we had liability balances consisting of a $5.1 million legacy related
party customer prepayment, $5.7 million legacy related party liabilities, and
$2.5 million in customer prepayments. As of December 31, 2020, we had liability
balances consisting of a $2.5 million customer prepayment, a $5.5 million legacy
stockholder note, and a $5.1 million legacy related party customer prepayment.

During 2020, we received $550,000 for the admission of an additional member to a
consortium agreement with two legacy Series B preferred stock investors and a
legacy Series C investor to collaborate on development of a process to
commercialize bio-based, decarbonizing materials for application on an
industrial scale at a competitive price. These funds were recorded as other
income, net, in the Statements of Operations and Comprehensive Income (Loss).

In February 2021, Legacy Origin issued and sold convertible promissory notes
with an aggregate principal amount of $10.0 million and an interest rate of 8.0%
per annum (the "2021 Notes"). The 2021 Notes had an original maturity date on
September 30, 2021. All principal and accrued interest on the 2021 Notes were
converted into shares of Legacy Origin Common Stock immediately prior to the
closing of the Business Combination.

In November 2016, Legacy Origin received a $5.0 million prepayment from a
stockholder for product from Origin 1 pursuant to an Offtake Agreement. The
prepayment was to be credited against the purchase of products over the term of
the agreement. The prepayment was secured by a 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 is never constructed. The promissory note
was collateralized substantially by Origin 1 and other assets of Origin Material
Canada Pioneer Limited. In May 2019, Legacy Origin and the 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 3.5% 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 aggregate
principal amount of debt outstanding was $5.2 million and accrued interest
totaled $0.5 million and $0.3 million, respectively.
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Installments

In November 2016, Legacy Origin received a $5.0 million prepayment from a legacy
stockholder for product from Origin 1 pursuant to an Offtake Agreement. 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 plus accrued interest of $0.1 million and $0.1
million, respectively.

In September 2019, Legacy Origin 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. Origin and the 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.

Cash flow for the year ended December 31, 2021 Compared to the year ended
December 31, 2020

The following table shows a summary of cash flows for the year ended December
31, 2021 and 2020:

                                                                             Year Ended December 31,
                                                                             2021                    2020
Total cash used in operating activities                              $     (22,043)              $  (5,461)
Total cash used in investing activities                                   (411,638)                 (2,054)
Total cash provided by financing activities                                478,948                   5,829

Effects of changes in exchange rates on the balance of cash and cash equivalents and on restricted cash held in foreign currencies

                                                                     (14)                    (52)
Net increase (decrease) in cash                                      $      45,253               $  (1,738)


Cash flows used in operating activities

Net cash used in operating activities was $22.0 million for the year ended
December 31, 2021, compared to net cash used in operating activities of $5.5
million over the same period in 2020. The increase in cash used in operating
activities was primarily attributable to an increase in net loss (after
adjusting for non-cash items) attributed to incremental increases in staffing
supporting construction of Origin 1, including additional expense within
executive, accounting, procurement, sales, and supply-chain development,
increase in prepaid expenses and other current assets, and offset by decreases
in accrued expenses.

Cash Used in Investing Activities
Net cash used in investing activities was $411.6 million for the year ended
December 31, 2021, compared to net cash used in investing activities of $2.1
million over the same period in 2020. Our cash flows from investing activities,
to date, have been comprised of purchases of property and equipment and
purchases and maturities of our marketable securities. We expect the costs to
acquire property, plant and equipment to increase substantially in the near
future as we fully build out Origin 1 as well as acquire the property, plant and
equipment for Origin 2. The change was primarily related to net purchases of
marketable securities of $424.2 million for the year ended December 31, 2021,
compared to $0.0 million for the year ended December 31, 2020. and cash used for
property, plant and equipment purchases in the year ended December 31, 2021 of
$12.3 million, an increase over the $1.8 million of cash used for property,
plant and equipment purchases in the year ended December 31, 2020. The Company
continues to increase activity related to the construction of Origin 1, which is
the main driver of the variation in cash used in investing activities between
the two periods.
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Cash provided by financing activities

Net cash provided by financing activities was $478.9 million for the year ended
December 31, 2021, compared to net cash provided by financing activities of $5.8
million over the same period in 2020. The Company completed a business
combination during the year ended December 31, 2021, netting cash proceeds of
$467.5 million. Cash of $11.7 million was provided by proceeds from notes
payable, payments of $0.9 million were made on short term debt, and $0.5 million
provided by proceeds from Canadian Government Research and Development during
the year ended December 31, 2021, compared to cash of $3.2 million provided by
proceeds from notes payable, payments of $0.0 million were made on short-term
debt, and $2.7 million provided by proceeds from Canadian Government Research
and Development over the same period in 2020.


Significant cash requirements arising from known contractual obligations

Our significant liquidity needs arising from contractual obligations known to December 31, 2021consisted of:

•The total cost of Origin 1, our initial plant, under construction in Sarnia,
Ontario, Canada and Origin 2 is projected to cost over $1.1 billion, including
amounts spent in 2021. These costs, plus the ongoing operating loss of the
Company is expected to be funded through a combination of Company cash and
marketable securities in addition to substantial project financing and
government incentives. We also expect to secure funding for plant construction
under potential collaborations, strategic alliances or marketing, distribution
or licensing arrangements which have not yet been secured, until such time as
Origin 2 is operational.

•Operating lease liabilities that are included in our consolidated balance
sheets consists of future non-cancelable minimum rental payments under operating
leases for our office space, research and development space, and leases of
various office equipment, warehouse space, and temporary fencing. For additional
information regarding our lease liabilities, see Note 18 to the consolidated
financial statements in Item 8 of this Annual Report.


Significant Accounting Policies and Estimates

Our financial statements have been prepared in accordance with U.S. GAAP. In the
preparation of these consolidated financial statements, we are required to use
judgment in making estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
as of the date of the financial statements, as well as the reported expenses
incurred during the reporting periods.

We consider an accounting judgment, estimate or assumption to be critical when
(1) the estimate or assumption is complex in nature or requires a high degree of
judgment and (2) the use of different judgments, estimates and assumptions could
have a material impact on the consolidated financial statements. Our significant
accounting policies are described in Note 3 to our consolidated financial
statements included elsewhere in this Annual Report. We have the critical
accounting policies and estimates which are described below.

Stock-based compensation

Origin may grant a wide variety of equity securities under various stock
incentive 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. 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, net of estimated forfeitures, 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. The estimated number of stock awards that
will ultimately vest requires judgement, and to the extent actual results or
updated estimates differ from our current estimates, such amounts will be
recorded as a cumulative adjustment in the period estimates are revised. 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
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grant on the date of grant using the Black-Scholes option-pricing model and the
grant date closing stock price for restricted stock awards. The Black-Scholes
option-pricing model requires the use of highly subjective assumptions
including:

•Expected Term-Origin have opted to use the "simplified method" for estimating
the expected term of plain-vanilla options, whereby the expected term equals the
arithmetic average of the vesting term and the original contractual term of the
option (generally 10 years).

•Risk-Free Interest Rate-The risk-free rate assumption is based on the U.S.
Treasury zero-coupon instruments with maturities similar to the expected term of
Origin's stock options.

•Expected Dividend-Origin has not issued any dividends and does not anticipate
issuing dividends on Origin's common stock. As a result, Origin has estimated
the dividend yield to be zero.

•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.

•Expected Volatility-Due to Origin's limited operating history and a lack of
company-specific historical and implied volatility data, Origin has based its
estimate of expected volatility on the historical volatility of a group of
similar companies that are publicly traded. The historical volatility data was
computed using the daily closing prices for the various companies' shares during
the equivalent period of the calculated expected term of the stock-based awards.

Mandate Liability

We account for the Warrants in accordance with the guidance contained in ASC
815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity
treatment and must be recorded as liabilities. Accordingly, we classify the
Warrants as liabilities at their fair value and adjust the Warrants to fair
value at each reporting period. This liability is subject to re-measurement at
each balance sheet date until exercised, and any change in fair value is
recognized in our statement of operations. The Private Warrants and the Public
Warrants for periods where no observable traded price was available are valued
using a Monte Carlo simulation. For periods subsequent to the detachment of the
Public Warrants from the Units, the Public Warrant quoted market price was used
as the fair value as of each relevant date.

Liability for price supplements

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. The determination of the fair value involves
certain judgments and estimates. These judgments include, but are not limited
to, the probability of achievement of the market conditions, expected volatility
of the Company's common stock, and the appropriate discount rate.

Investments in Negotiable debt securitiesAvailable for sale

We maintain a portfolio of investments in a variety of fixed and variable rate
debt securities, including U.S. treasuries, U.S. government sponsored entities,
corporate debt, asset-backed securities and other. We consider our investments
in marketable debt securities to be available-for-sale, and accordingly, are
recorded at their fair values. We determine the appropriate classification of
investments in marketable debt securities at the time of purchase. Interest
along with amortization of purchase premiums and accretion of discounts from the
purchase date through the estimated maturity date, including consideration of
variable maturities and contractual call provisions, are included in other
income (expense), net in the consolidated statements of operations. At
December 31, 2021 the fair value of marketable securities was estimated to be
$397.5 million. See Note 6 - "Fair Value Measurements" of our Notes to the
Consolidated Financial Statements for additional information. We typically
invest in highly-rated debt securities, and our investment policy generally
limits the amount of credit exposure to any one issuer. The policy requires
substantially all investments to be investment grade, with the primary objective
of minimizing the potential risk of principal loss.

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. As of December 31, 2021 none of the
marketable securities in an unrealized loss position have been in the continuous
unrealized loss for more than twelve months. The unrealized losses were
attributable to changes in
                                       45
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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. Declines in the fair value of our investments
judged to be other than temporary could adversely affect our future operating
results.

Recent accounting pronouncements

See Note 5 to the consolidated financial statements in this Annual Report for
more information about recent accounting pronouncements, the timing of their
adoption, and our, to the extent it has made one, of their potential impact on
our financial condition and its results of operations and cash flows.

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