Document

As filed with the U.S. Securities and Exchange Commission on February 23, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ORIGIN MATERIALS, INC.

(Exact name of registrant as specified in its charter)


Delaware						87-1388928
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

930 Riverside Parkway, Suite 10

West Sacramento, CA 95605

(916) 231-9329
(Address of principal executive offices, including zip code)

Origin Materials, Inc. 2021 Equity Incentive Plan

Origin Materials, Inc. 2021 Employee Stock Purchase Plan

(Full titles of the plans)

John Bissell and Rich Riley

Co-Chief Executive Officers

Origin Materials, Inc.

930 Riverside Parkway, Suite 10

West Sacramento, CA 95605

(916) 231-9329

(Name, address and telephone number, including area code, of agent for service)

Copies to:


Joshua C. Lee, Esq.			John T. McKenna, Esq.
General Counsel			Peter H. Werner, Esq.
Origin Materials, Inc.			Cooley LLP
930 Riverside Parkway, Suite 10			3 Embarcadero Center, 20th Floor
West Sacramento, CA 95605			San Francisco, CA 94111
(916) 231-9329			(415) 693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer			Accelerated filer
Non-accelerated filer			Smaller reporting company
			Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, Origin Materials, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) for the purpose of registering (i) 915,805 additional shares of its common stock, par value $0.0001 per share under the Origin Materials, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 Plan on January 1, 2023, and (ii) 1,917,454 additional shares of its common stock under the Origin Materials, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP,” and together with the 2021 Plan, the “Plans”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 ESPP on January 1, 2023. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

The Registrant previously registered shares of its common stock for issuance under the Plans on a Registration Statement on Form S-8 filed with the Commission on August 30, 2021 (File No. 333-259147) (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statement.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K (File No. 001-39378) for the fiscal year ended December 31, 2022 filed with the SEC on February 23, 2023.

(b) The description of the Registrant’s common stock which is contained in a Registration Statement on Form 8-A filed on July 9, 2020 (File No. 001-39378) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.5 of the 2021 10-K.

(c) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS

Exhibit Number

Incorporated by Reference

Exhibit Description

Form

File No.

Exhibit

Filing Date

4.1

Amended and Restated Certificate of Incorporation of Origin Materials, Inc.

8-K

001-39378

3.3

July 1, 2021

4.2

Bylaws of Origin Materials, Inc.

8-K

001-39378

3.2

June 29, 2021

4.3

Specimen Common Stock Certificate.

S-4/A

333-254012

4.5

May 25, 2021

5.1*

Opinion of Cooley LLP.

23.1*

Consent of Grant Thornton LLP, independent registered public accounting firm.

23.2*

Consent of Cooley LLP (included in Exhibit 5.1 hereto).

24.1*

Power of Attorney (included on the signature page hereto).

99.1

Origin Materials, Inc. 2021 Equity Incentive Plan.

8-K

001-39378

10.12

July 1, 2021

99.2

Form of Stock Option Grant Notice, Stock Option Agreement, Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan.

S-1

333-257931

10.13

July 15, 2021

99.3

Origin Materials. Inc. 2021 Employee Stock Purchase Plan.

8-K

001-39378

10.14

July 1, 2021

107*

Filing Fee Table

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Sacramento, State of California, on this 23rd day of February, 2023.


			ORIGIN MATERIALS, INC.

			By:			/s/ John Bissell
						John Bissell
						Co-Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Bissell, Rich Riley, Nate Whaley, and Joshua Lee, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date
/s/ John Bissell	Co-Chief Executive Officer and Director	February 23, 2023
John Bissell	(Co-Principal Executive Officer)

/s/ Rich Riley	Co-Chief Executive Officer and Director	February 23, 2023
Rich Riley	(Co-Principal Executive Officer)

/s/ Nate Whaley	Chief Financial Officer (Principal Financial	February 23, 2023
Nate Whaley	Officer and Principal Accounting Officer)

/s/ Karen Richardson	Chair of the Board	February 23, 2023
Karen Richardson

/s/ Pia Heidenmark Cook	Director	February 23, 2023
Pia Heidenmark Cook

/s/ Benno O. Dorer	Director	February 23, 2023
Benno O. Dorer

/s/ Charles Drucker	Director	February 23, 2023
Charles Drucker

/s/ Kathleen B. Fish	Director	February 23, 2023
Kathleen B. Fish

/s/ William Harvey	Director	February 23, 2023
William Harvey

/s/ Boon Sim	Director	February 23, 2023
Boon Sim