As filed with the Securities and Exchange Commission on July 6, 2026
Registration No. 333-257931
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-3
REGISTRATION
STATEMENT NO. 333-257931
UNDER
THE
SECURITIES ACT OF 1933
Origin
Materials, Inc.
(Exact name of registrant as specified in its
charter)
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Delaware |
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87-1388928 |
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(State or other jurisdiction
of incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
930 Riverside Parkway, Suite 10
West Sacramento, CA 95605
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Matt Plavan
Interim Chief Executive Officer, Chief Financial
Officer and
Chief Operating Officer
Origin Materials, Inc.
930 Riverside Parkway, Suite 10
West Sacramento, CA 95605
(916) 231-9329
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
John T. McKenna
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Approximate date of commencement of proposed
sale to the public: Not Applicable. The registrant is filing this post-effective amendment to remove from registration any securities
registered hereunder that remain unsold.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earliest effective registration statement for the same offering: ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I. D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 |
☐ |
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Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
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Smaller reporting company |
☒ |
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|
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. ☐
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 (this “Post-Effective
Amendment”), relates to the registration statement on Form S-3, Registration No. 333-257931 (the “Registration
Statement”), filed by Origin Materials, Inc. (the “Company”) on August 3, 2022, with the Securities
and Exchange Commission to register the sale from time to time of up to covering the resale of up to (i) 2,966,082 shares of its common
stock, par value $0.0001 per share (including up to 1,182,555 shares of common stock issuable upon the exercise of certain warrants)(as
adjusted for a 1-for-30 reverse stock split effected on March 20, 2026) and (ii) 11,326,667 warrants to purchase common stock (which warrants
terminated by their terms on June 24, 2026)(collectively, the “Registered Securities”). The Registration Statement
was declared effective on August 8, 2022.
On May 1, 2026, the Company announced that its
Board of Directors (the “Board”) unanimously approved the dissolution and liquidation of the Company pursuant
to a plan of complete liquidation and dissolution (the “Plan of Dissolution”), subject to stockholder approval.
Therefore, the Company has determined to terminate the offerings of Registered Securities under the Registration Statement. Accordingly,
the Company is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statement, and, in accordance with
the undertakings made by the Company in the Registration Statement, to remove from registration any and all of the Registered Securities
that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration
of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Sacramento, California, on July 6, 2026.
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ORIGIN MATERIALS, INC. |
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By: |
/s/ Matt Plavan |
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Matt Plavan |
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Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer |
Pursuant to Rule 478 under the Securities Act
of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.
