SecProbe.io

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 August 22, 2025

John Bissell
Chief Executive Officer
Origin Materials, Inc.
930 Riverside Parkway, Suite 10
West Sacramento, CA 95605

 Re: Origin Materials, Inc.
 Registration Statement on Form S-3
 Filed August 14, 2025
 File No. 333-289615
Dear John Bissell:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: John T. McKenna, Esq.
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 Document August 22, 2025 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Origin Materials, Inc. Registration Statement on Form S-3 File No. 333-289615 Ladies and Gentlemen: Origin Materials, Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on August 26, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes John T. McKenna of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059. Very truly yours, ORIGIN MATERIALS, INC. By: /s/ John Bissell     Name: John Bissell Title: Chief Executive Officer cc:    John T. McKenna, Cooley LLP

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 ORIGIN MATERIALS, INC.

930 Riverside Parkway, Suite 10

West Sacramento, CA 95605

 July 28, 2021

 Securities and Exchange Commission

 Office of Finance

Division of Corporation Finance

 100 F. Street N.E.

Washington, D.C. 20549-3010

Attention:        Tom Kluck, Special Counsel

RE:
 Origin Materials, Inc.

Amendment No. 1 to Registration Statement on Form S-1

File No. 333-257931

Ladies and Gentlemen:

 Origin Materials, Inc.
(the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Amendment No. 1 to Registration Statement on Form S-1 to become effective on Friday, July 30, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff
of the Commission. The Registrant hereby authorizes each of Matt Dubofsky and John McKenna of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Matt Dubofsky of Cooley LLP, counsel to the
Registrant, at (720) 566-4244, or in his absence, John McKenna at (650) 843-5059.

[Signature Page Follows]

Very truly yours,

ORIGIN MATERIALS, INC.

By:

 /s/ John Bissell

Name:

John Bissell

Title:

Co-Chief Executive Officer

cc:
 Matt Dubofsky, Cooley LLP

John McKenna, Cooley LLP

Peter Werner, Cooley LLP

[COMPANY SIGNATURE PAGE TO ACCELERATION REQUEST]

United States securities and exchange commission logo
July 21, 2021
Joshua Lee, Esq.
General Counsel
Origin Materials, Inc.
930 Riverside Parkway, Suite 10
West Sacramento, CA 95605
Re:Origin Materials, Inc.
Registration Statement on Form S-1
Filed July 15, 2021
333-257931
Dear Mr. Lee:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tom Kluck at 202-551-3233 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew P. Dubofsky

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 May 26, 2021

VIA EDGAR

 Office of Financial Services

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Attn:

Dillon Hagius

Laura Crotty

David Burton

Kate Tillan

Re:

Artius Acquisition Inc.

Registration Statement on Form S-4, as amended

File No. 333-254012

 Dear Mr. Hagius, Ms. Crotty, Mr. Burton and Ms. Tillan:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Artius Acquisition Inc. (the
“Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-4 (File No.
333-254012) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective at 4:00 p.m. Eastern Daylight
Time on May 27, 2021, or as soon as practicable thereafter. The Company hereby authorizes Paul J. Shim of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, to modify or withdraw this request
for acceleration orally.

 The Company requests that we be notified of such effectiveness by a telephone call to Mr. Shim
at +1 212 225-2930 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Artius Acquisition Inc.

 By:

 /s/ Boon Sim

 Name:

 Boon Sim

 Title:

 Chief Executive Officer and Chief Financial Officer

cc:
 Charles Drucker

      Artius Acquisition Inc.

Paul J. Shim

 Adam J. Brenneman

       Cleary Gottlieb Steen & Hamilton LLP

Joshua Lee

      Micromidas, Inc.

Matthew P. Dubofsky

 John T.
McKenna

 Peter H. Werner

Garth Osterman

      Cooley LLP

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www.artiuscapital.com

 May 25, 2021

BY EDGAR

 Mr. Dillon Hagius

Ms. Laura Crotty

 Mr. David Burton

Ms. Kate Tillan

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Artius Acquisition Inc.

Amendment No. 2 to Registration Statement on Form S-4

Filed May 18, 2021

File No. 333-254012

Dear Mr. Hagius, Ms. Crotty, Mr. Burton and Ms. Tillan:

We set forth below the response of Artius Acquisition Inc. (“Artius” or the “Company”) to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated May 24, 2021 (the “Comment Letter”) with respect to the Company’s amended
registration statement on Form S-4, File No. 333-254012, filed with the Commission on May 18, 2021 (the “Registration Statement”).

Artius has filed today Amendment No. 3 to the Registration Statement (“Amendment No. 3”) together
with this letter via EDGAR correspondence. We are also providing supplementally to the Staff four copies of a version of Amendment No. 3, which has been marked to show changes since the filing of Amendment No. 2 to the Registration
Statement on May 18, 2021, and certain other information noted below.

 We have reproduced below in bold the Staff’s comment and
have provided the Company’s response following the comment. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 3. Capitalized terms not otherwise defined in this letter shall
have the meanings set forth in Amendment No. 3.

 Origin Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 The Business Combination, page 208

1.
 We note the revisions made in response to comment 5 as reflected with the updated balance sheet information
for the three months ended March 31, 2021. However, it is not clear how you are calculating the net increase in total stockholders’ equity from the merger for both the no redemption scenario ($654 million) and the maximum redemption
scenario ($297 million). Please show us how you properly calculated the amounts of change, or make appropriate revisions to correct these disclosures.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 209 of Amendment No. 3.

****************************

 1

 We hope that the Company’s response above adequately addresses the Staff’s
comment. If the Staff has any questions or requires any additional information, please do not hesitate to contact Paul J. Shim or Adam J. Brenneman at Cleary Gottlieb Steen & Hamilton LLP at 212 225 2000.

Very truly yours,

 /s/ Boon Sim

Boon Sim

Chief Executive Officer and Chief Financial Officer

cc:
 Charles Drucker

Artius Acquisition Inc.

 Paul J.
Shim

 Adam J. Brenneman

Cleary Gottlieb Steen & Hamilton LLP

Joshua Lee

 Micromidas, Inc.

 Matthew P. Dubofsky

 John
T. McKenna

 Peter H. Werner

Garth Osterman

 Cooley LLP

 2

United States securities and exchange commission logo
May 24, 2021
Boon Sim
Chief Executive Officer and Chief Financial Officer
Artius Acquisition Inc.
3 Columbus Circle, Suite 2215
New York, NY 10019
Re:Artius Acquisition Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed May 18, 2021
File No. 333-254012
Dear Mr. Sim:
            We have reviewed your amended registration statement and have the following
comment.  In this comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 12, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Origin Management's Discussion and Analysis of Financial Condition and Results of Operations
The Business Combination , page 208
1.We note the revisions made in response to comment 5 as reflected with the updated
balance sheet information for the three months ended March 31, 2021. However, it is not
clear how you are calculating the net increase in total stockholders’ equity from the
merger for both the no redemption scenario ($654 million) and the maximum redemption
scenario ($297 million). Please show us how you properly calculated the amounts of
change, or make appropriate revisions to correct these disclosures.

 FirstName LastNameBoon Sim
 Comapany NameArtius Acquisition Inc.
 May 24, 2021 Page 2
 FirstName LastName
Boon Sim
Artius Acquisition Inc.
May 24, 2021
Page 2
            You may contact David Burton at 202-551-3626 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters. Please
contact Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Paul Shim

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www.artiuscapital.com

 May 18, 2021

BY EDGAR

 Mr. Dillon Hagius

Ms. Laura Crotty

 Mr. David Burton

Ms. Kate Tillan

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Artius Acquisition Inc.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed May 3, 2021

 File No. 333-254012

Dear Mr. Hagius, Ms. Crotty, Mr. Burton and Ms. Tillan:

We set forth below the response of Artius Acquisition Inc. (“Artius” or the “Company”) to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated May 12, 2021 (the “Comment Letter”) with respect to the Company’s amended
registration statement on Form S-4, File No. 333-254012, filed with the Commission on May 3, 2021 (the “Registration Statement”).

Artius has filed today Amendment No. 2 to the Registration Statement (“Amendment No. 2”) together
with this letter via EDGAR correspondence. We are also providing supplementally to the Staff four copies of a version of Amendment No. 2, which has been marked to show changes since the filing of Amendment No. 1 to the Registration
Statement on May 3, 2021, and certain other information noted below.

 We have reproduced below in bold the Staff’s comment and
have provided the Company’s response following the comment. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 2. Capitalized terms not otherwise defined in this letter shall
have the meanings set forth in Amendment No. 2.

 Information About Origin

Market Opportunity, page 184

1.
 We note your response to our prior comment 2 and your amendments mentioned therein. We advise you, however,
that the term “carbon neutral” appears four times in the figure on the top of this page. Please provide additional disclosure explaining the meaning of this term.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 2 of Amendment No. 2.

 Business Strategy

Sell-out contracted capacity in future plants years ahead of mechanical completion, page 187

2.
 We note your response to our prior comment 5 and your amendments mentioned therein. You state that, as of
April 2021, Origin has generated more than $1.9 billion in customer demand. This does not align with your disclosures on pages 34 and 112 that Origin has generated approximately $1.0 billion in customer demand. Please reconcile and
explain.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages
34 and 113 of Amendment No. 2.

 Packaging Matters Offtake Agreement, page 190

3.
 Please clarify whether the Packaging Matters Offtake Agreement mentioned on this page is the Offtake Supply
Agreement, by and between Micromidas, Inc. and Packaging Equity Holdings, LLC, dated as of December 13, 2020 that was attached as Ex. 10.46. If it is not, please file this agreement as an exhibit.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 194 of Amendment No. 2.

Intellectual Property, page 191

4.
 We note your response to our prior comment 20 and we reissue the comment. Please revise your intellectual
property discussion to disclose, on an individual or patent family basis, the specific products or technologies to which each patent relates, the type of patent protection obtained, the related jurisdiction, and the expiration year. In this regard,
it may be useful to provide tabular disclosure.

 Response: In response to the Staff’s comment, the
Company has revised the disclosure on page 195 of Amendment No. 2.

 Origin Management’s Discussion and Analysis of Financial Condition and
Results of Operations The Business Combination, page 203

5.
 We note the revision made in response to our prior comment 22. Please revise further so that amounts
relating to the net increase in total stockholders’ equity from the merger shown at the top of page 204 agree with your unaudited pro forma condensed combined balance sheet on page 156 for both the no redemption scenario and the maximum
redemption scenario.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the
Staff that the Company has updated the referenced disclosure, beginning on page 208 of Amendment No. 2, to be consistent with the updated unaudited pro forma condensed combined balance sheet.

****************************

 2

 We hope that the Company’s response above adequately addresses the Staff’s
comment. If the Staff has any questions or requires any additional information, please do not hesitate to contact Paul J. Shim or Adam J. Brenneman at Cleary Gottlieb Steen & Hamilton LLP at 212 225 2000.

Very truly yours,

/s/ Boon Sim

Boon Sim

Chief Executive Officer and Chief Financial Officer

cc:
 Charles Drucker

 Artius Acquisition Inc.

Paul J. Shim

 Adam J. Brenneman

  Cleary Gottlieb Steen & Hamilton LLP

Joshua Lee

  Micromidas,
Inc.

 Matthew P. Dubofsky

John T. McKenna

 Peter H. Werner

 Garth Osterman

  Cooley
LLP

 3

United States securities and exchange commission logo
May 12, 2021
Boon Sim
Chief Executive Officer and Chief Financial Officer
Artius Acquisition Inc.
3 Columbus Circle, Suite 2215
New York, NY 10019
Re:Artius Acquisition Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed May 3, 2021
File No. 333-254012
Dear Mr. Sim:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 5, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Information About Origin
Market Opportunity, page 184
1.We note your response to our prior comment 2 and your amendments mentioned therein.
We advise you, however, that the term "carbon neutral" appears four times in the figure on
the top of this page.  Please provide additional disclosure explaining the meaning of this
term.
Business Strategy
Sell-out contracted capacity in future plants years ahead of mechanical completion, page 187
2.We note your response to our prior comment 5 and your amendments mentioned therein.

 FirstName LastNameBoon Sim
 Comapany NameArtius Acquisition Inc.
 May 12, 2021 Page 2
 FirstName LastName
Boon Sim
Artius Acquisition Inc.
May 12, 2021
Page 2
You state that, as of April 2021, Origin has generated more than $1.9 billion in customer
demand.  This does not align with your disclosures on pages 34 and 112 that Origin has
generated approximately $1.0 billion in customer demand.  Please reconcile and explain.
Packaging Matters Offtake Agreement, page 190
3.Please clarify whether the Packaging Matters Offtake Agreement mentioned on this page
is the Offtake Supply Agreement, by and between Micromidas, Inc. and Packaging Equity
Holdings, LLC, dated as of December 13, 2020 that was attached as Ex. 10.46.  If it is not,
please file this agreement as an exhibit.
Intellectual Property, page 191
4.We note your response to our prior comment 20 and we reissue the comment. Please
revise your intellectual property discussion to disclose, on an individual or patent family
basis, the specific products or technologies to which each patent relates, the type of patent
protection obtained, the related jurisdiction, and the expiration year. In this regard, it may
be useful to provide tabular disclosure.
Origin Management's Discussion and Analysis of Financial Condition and Results of Operations
The Business Combination, page 203
5.We note the revision made in response to our prior comment 22.  Please revise further so
that amounts relating to the net increase in total stockholders’ equity from the merger
shown at the top of page 204 agree with your unaudited pro forma condensed combined
balance sheet on page 156 for both the no redemption scenario and the maximum
redemption scenario.
            You may contact David Burton at 202-551-3626 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Paul Shim

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Response Letter

 May 3, 2021

BY EDGAR

 Mr. Dillon Hagius

Ms. Laura Crotty

 Mr. David Burton Ms. Kate Tillan

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Artius Acquisition Inc.

Registration Statement on Form S-4

Filed March 8, 2021

File No. 333-254012

Dear Mr. Hagius, Ms. Crotty, Mr. Burton and Ms. Tillan:

We set forth below the response of Artius Acquisition Inc. (“Artius” or the “Company”) to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated April 5, 2021 (the “Comment Letter”) with respect to the Company’s
registration statement on Form S-4, File No. 333-254012, filed with the Commission on March 9, 2021 (the “Registration Statement”).

Artius has filed today Amendment No. 1 to the Registration Statement (“Amendment No. 1”) together
with this letter via EDGAR correspondence. We are also providing supplementally to the Staff four copies of a version of Amendment No. 1, which has been marked to show changes since the initial filing of the Registration Statement on
March 9, 2021, and certain other information noted below.

 We have reproduced below in bold the Staff’s comment and have
provided the Company’s response following the comment. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 1. Capitalized terms not otherwise defined in this letter shall have
the meanings set forth in Amendment No. 1.

 Summary

Origin, page 28

1.
 Please provide additional information about Origin in the Summary section, including a discussion of the
stage of development of its Platform Technology and products, its history of net losses and its expectations around revenue generation. As drafted shareholders are provided with little information regarding the business history or prospects of the
target business, which is material to a decision of how to vote in relation to the proposed business combination.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 28 of Amendment No. 1.

2.
 Please provide additional disclosure explaining the meaning of the terms “carbon neutral,”
“carbon negative,” and “net zero”, as used throughout the prospectus.

 1

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on pages 2 and 4 of Amendment No. 1 to define the terms “carbon negative” and “net zero”. We respectfully advise the Staff that the prospectus does not include the term “carbon neutral” and, accordingly,
the Company has not included a definition of that term in the prospectus.

 Subscription Agreements, page 31

3.
 We note your disclosure that, concurrently with the execution of the Merger Agreement, Artius entered into
the Subscription Agreements with the PIPE Investors for an aggregate purchase price equal to $200.0 million for 20 million shares of Combined Company Common Stock. Please revise your disclosure to clearly identify the PIPE Investors,
including Pepsi, Nestle and Danone, who are identified on page 233 but who do not account for the entire $200 million investment.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 32 and 145 of Amendment No. 1 by
identifying the PIPE Investors that have consented to be named in the Company’s public filings. We respectfully submit that the omission of the identities of other PIPE Investors, whose consent is required but has not been obtained, would not
diminish the disclosure in any material respect. In this regard, the Company advises the Staff that, to its knowledge, none of the PIPE Investors will own more than 5% of the Combined Company upon closing of the PIPE Placement and none of the PIPE
Investors are related parties of the Company.

 Our Board’s Reasons for Approval of the Business Combination, page 33

4.
 Please provide additional disclosure in this section concerning:

•

 The basis for the statement Origin is “one of the world’s leading carbon negative materials
companies”, given that it is an early stage company with a history of losses and no revenues

•

 The identity of the “trusted third parties” that have validated Origin’s patented drop- in
technology, economics and carbon impact

•

 The validation process undertaken by these third parties and results thereof

•

 The nature of the support provided by the list of major global customers and investors provided at the bottom of
page 33

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 34 and
112 of Amendment No. 1. In particular, while the Company believes that the statement that Origin is “one of the world’s leading carbon negative material companies” is factually accurate and consistent with the understanding of
the Company’s Board of Directors, we have revised the statement to state that the Board considered Origin’s status as an “innovative carbon negative material company” as a positive factor in its decision to approve the Business
Combination.

 The revised disclosure is also intended to clarify that the support and validation of trusted third parties that was taken
into account by the Board when considering the Business Combination refers to the investment and patronage by the well-known companies listed in that part of the disclosure.

 2

5.
 We note your disclosure both here and throughout the prospectus that Origin has “generated
approximately $1.0 billion in customer demand in offtake agreements and capacity reservations (including embedded options)”. We also note your disclosure starting on page F-35 that these agreements
are subject to milestone dates and a liquidated damages provision, and that the company is currently seeking an extension of the milestone dates which are set to commence June 30, 2021. In addition, we note the agreements may be terminated if
the company does not commence commercial operations by December 31, 2021. Please revise your disclosure both here and in each place throughout the prospectus that the “$1.0 billion in customer demand” is cited to balance the
disclosure with the details provided on pages F-35 to F-36, so that shareholders understand the risks associated with the agreements and the context surrounding the
customer demand you reference.

 In addition, please file all offtake agreements as exhibits, or tell us why you do
not believe you are required to do so. Based on the prepayments received and your emphasis on the agreements in the registration statement they appear to be material. See Item 601(b)(10) of Regulation S-K.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 34, 45, 113, 114, and 187 of
Amendment No. 1.

 In addition, the Company has filed the offtake agreements as exhibits to Amendment No. 1.

Selected Historical Financial Data of the Combined Company on a Pro Forma Basis, page 47

6.
 Please disclose your pro forma net loss in the first table on page 48.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 49 of Amendment No. 1.

Risk Factors

 Initially, Origin plans to
rely solely on a single commercial scale facility., page 56

7.
 We note your disclosure that Origin’s operating plan assumes that Origin will have one commercial scale
facility until 2027. This appears to contradict your disclosures throughout the filing that the Origin 2 Plant will be operational in 2025. Please advise and revise where appropriate.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 45 and 57 of Amendment No. 1.

 Origin’s business relies on proprietary information and other intellectual property…., page 65

8.
 You note that “licensing of intellectual property is important to Origin’s business” and that
“Origin licenses one or more material patents from the University of California on a non- exclusive basis.” You have not discussed this license agreement in the Intellectual Property section of the
prospectus starting on page 180 or elsewhere. We also note your statement on page 181 that Origin has a “strong downstream license portfolio” and your disclosure on page F-44 regarding patent
licenses. Please disclose the material terms of each material license agreement, where appropriate, and file each as an exhibit to the filing. Alternatively, provide your analysis as to why such disclosure and filing is not required. See Item
601(b)(10) of Regulation S-K.

 3

 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that following additional discussion with Origin, the Company has concluded that it does not view Origin’s license agreement with the University of California or any of the other license agreements to which Origin is a party as a
material agreement that is required to be filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

Pursuant to subsection (ii) of Regulation S-K Item 601(b)(10), if a contract
is of a sort that ordinarily accompanies the kind of business conducted by the Company, it is deemed to be ordinary course and need not be filed unless, under subsection (ii)(B), it is a “contract upon which the registrant’s business is
substantially dependent.” The rule further states that a “license or other agreement to use a patent, formula, trade secret, process or trade name upon which registrant’s business depends to a material extent” shall be
filed.

 The Company respectfully advises the Staff that Origin’s license agreement with the University of California was made in the
ordinary course of business and Origin’s business does not depend upon the license agreement to a material extent. The license agreement grants Origin the right to practice, on a non-exclusive
basis, a U.S. patent directed to a method of preparing a chemical produced in Origin’s manufacturing process at certain reaction conditions. However, Origin’s platform technology is capable of preparing the chemical under reaction
conditions that do not fall within the scope of the licensed patent and therefore Origin is not dependent on the license agreement to a material extent to conduct its business. Similarly, Origin is not dependent to a material extent on any other
patents that it licenses because Origin is capable of manufacturing its expected products without relying on those patents. Accordingly, the Company respectfully submits that it is not required to file the University of California license agreement
as an exhibit.

 The Company has revised page 66 of Amendment No. 1 to remove the discussion of such license agreement. In
addition, the Company has revised the disclosure of Origin’s intellectual property beginning on page 191 of Amendment No. 1.

 The
Business Combination Background of the Business Combination, page 102

9.
 In relation to your disclosure that Artius’s Board of Directors concluded that the Merger Agreement,
the other agreements contemplated thereby and the Business Combination are fair to, advisable and in the best interests of Artius and its shareholders, please revise your disclosure to provide further detail regarding how the valuation of Origin was
determined and approved, including any precedent transactions considered and how the projected financial information was used. Please also disclose any transaction multiples considered in relation to industry medians, if available.

 Response: In response to the Staff’s comment, the Company has revised the disclosure in the section
entitled “Background of the Business Combination” on pages 110 and 111 of Amendment No. 1 to provide further detail regarding how the valuation of Origin was considered by the Artius Board of Directors.

 4

 Certain Origin Projected Financial Information, page 109

10.
 We note your disclosure that Origin provided Artius with its internally prepared base case and upside case
forecasts for each of the years in the ten-year period ending 2030. We also note that you have disclosed the “key elements” of the most recent projections provided by the management of Origin to
Artius. Please revise this section to disclose all material projections rather than limiting the information to the “key elements” thereof, and clearly disclose the basis and assumptions used to calculate the forecasted financial
information. In addition, please remove all disclaimers surrounding the financial projections included in the first two paragraphs of this section on page 109 and in the first full paragraph on page 110, namely the statement that the projected
financial information is the responsibility of Origin’s management. Artius, as the registrant, is responsible for all information in the filing and may not disclaim responsibility for its contents.

Response: In response to the Staff’s comment, the Company has revised on pages 114, 115 and 116 of Amendment No. 1.

11.
 We note your use of non-GAAP financial measures in the footnotes on
page 111. Please revise your disclosure to comply with Item 10(e) of Regulation S-K. We remind you of Non-GAAP Financial Measures C&DI Question 101.04.

 Response: The Company respectfully submits to the Staff that due to the forward-looking nature of the
selected forecasted financial information, specific quantifications of the amounts that would be required to reconcile such forecasted financial information to GAAP measures are not available. Origin’s management has advised the Company that it
is not possible for them to provide accurate forecasted non-GAAP reconciliations without unreasonable effort. However, in response to the Staff’s comment, the Company has revised the disclosure on page
116 of Amendment No. 1 to disclose that fact and the probable significance of such information. The Company supplementally advises the Staff that the initial Registration Statement incorrectly labelled two of the line items in the forecasted
financial information as “Adjusted Gross Profit” and “Adjusted Gross Margin”. The Company has revised page 116 of Amendment No. 1 to include the corrected terms (“Adjusted Contribution” and “Adjusted
Contribution Margin”) and the accompanying description of those terms.

 Material U.S. Federal Income Tax Considerations , page 113

12.
 Please file a tax opinion as an exhibit to the filing or provide us your analysis as to why you do not
believe such an opinion is required. Refer to Item 601(b)(8) of Regulation S- K and, for guidance, Section III.A. of Staff Legal Bulletin No. 19.

Response: In response to the Staff’s comment, the tax opinion has been filed as Exhibit 8.1 of Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial Information Other Related Events in Connection with the Business Combination, page 147

13.
 Please include pro forma adjustments for the issuance of the $10 million of convertible notes and the
SPAC transaction conversion of the bridge notes and related derivative liability and the redeemable convertible preferred stock warrants liability, or tell us why the pro forma statements should not include adjustments for these items. We note the
disclosure on page F-45.

 5

 Response: The Company respectfully advises the Staff that the Company has not
included the issuance of the $10 million of convertible notes as a transaction accounting adjustment in the pro forma financial statements since such notes were issued after December 31, 2020 and not in connection with or relating to the
merger. However, the shares of Combined Company Common Stock to be issued in connection with the conversion of the convertible notes have been included in the total number of shares of Combined Company Common Stock (69,415,637 shares) to be issued
in the merger to existing stockholders of Origin. All other items were evaluated under SEC Rule S-X 11-01(a)(8) to determine whether they are material transactions
separate from the acquisition

United States securities and exchange commission logo
April 5, 2021
Boon Sim
Chief Executive Officer and Chief Financial Officer
Artius Acquisition Inc.
3 Columbus Circle, Suite 2215
New York, NY 10019
Re:Artius Acquisition Inc.
Registration Statement on Form S-4
Filed March 9, 2021
File No. 333-254012
Dear Mr. Sim:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Summary
Origin, page 28
1.Please provide additional information about Origin in the Summary section, including a
discussion of the stage of development of its Platform Technology and products, its
history of net losses and its expectations around revenue generation. As drafted
shareholders are provided with little information regarding the business history or
prospects of the target business, which is material to a decision of how to vote in relation
to the proposed business combination.
2.Please provide additional disclosure explaining the meaning of the terms "carbon neutral,"
"carbon negative," and "net zero", as used throughout the prospectus.

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Subscription Agreements, page 31
3.We note your disclosure that, concurrently with the execution of the Merger Agreement,
Artius entered into the Subscription Agreements with the PIPE Investors for an aggregate
purchase price equal to $200.0 million for 20 million shares of Combined Company
Common Stock. Please revise your disclosure to clearly identify the PIPE Investors,
including Pepsi, Nestle and Danone, who are identified on page 233 but who do not
account for the entire $200 million investment.
Our Board's Reasons for Approval of the Business Combination, page 33
4.Please provide additional disclosure in this section concerning:
•The basis for the statement Origin is "one of the world's leading carbon negative
materials companies", given that it is an early stage company with a history of losses
and no revenues;
•The identity of the "trusted third parties" that have validated Origin’s patented drop-
in technology, economics and carbon impact;
•The validation process undertaken by these third parties and results thereof; and
•The nature of the support provided by the list of major global customers and investors
provided at the bottom of page 33.
5.We note your disclosure both here and throughout the prospectus that Origin has
"generated approximately $1.0 billion in customer demand in offtake agreements and
capacity reservations (including embedded options)". We also note your disclosure
starting on page F-35 that these agreements are subject to milestone dates and a liquidated
damages provision, and that the company is currently seeking an extension of the
milestone dates which are set to commence June 30, 2021. In addition, we note the
agreements may be terminated if the company does not commence commercial operations
by December 31, 2021. Please revise your disclosure both here and in each place
throughout the prospectus that the "$1.0 billion in customer demand" is cited to balance
the disclosure with the details provided on pages F-35 to F-36, so that shareholders
understand the risks associated with the agreements and the context surrounding
the customer demand you reference.

In addition, please file all offtake agreements as exhibits, or tell us why you do not believe
you are required to do so. Based on the prepayments received and your emphasis on the
agreements in the registration statement they appear to be material. See Item 601(b)(10) of
Regulation S-K.
Selected Historical Financial Data of the Combined Company on a Pro Forma Basis, page 47
6.Please disclose your pro forma net loss in the first table on page 48.
Risk Factors
Initially, Origin plans to rely solely on a single commercial scale facility., page 56

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7.We note your disclosure that Origin’s operating plan assumes that Origin will have one
commercial scale facility until 2027. This appears to contradict your disclosures
throughout the filing that the Origin 2 Plant will be operational in 2025.  Please advise and
revise where appropriate.
Origin's business relies on proprietary information and other intellectual property. . . ., page 65
8.You note that "licensing of intellectual property is important to Origin’s business" and that
"Origin licenses one or more material patents from the University of California on a non-
exclusive basis." You have not discussed this license agreement in the Intellectual
Property section of the prospectus starting on page 180 or elsewhere. We also note your
statement on page 181 that Origin has a "strong downstream license portfolio" and your
disclosure on page F-44 regarding patent licenses. Please disclose the material terms of
each material license agreement, where appropriate, and file each as an exhibit to the
filing. Alternatively, provide your analysis as to why such disclosure and filing is not
required. See Item 601(b)(10) of Regulation S-K.
The Business Combination
Background of the Business Combination, page 102
9.In relation to your disclosure that Artius’s Board of Directors concluded that the Merger
Agreement, the other agreements contemplated thereby and the Business Combination are
fair to, advisable and in the best interests of Artius and its shareholders, please revise your
disclosure to provide further detail regarding how the valuation of Origin was determined
and approved, including any precedent transactions considered and how the projected
financial information was used. Please also disclose any transaction multiples considered
in relation to industry medians, if available.
Certain Origin Projected Financial Information, page 109
10.We note your disclosure that Origin provided Artius with its internally prepared base case
and upside case forecasts for each of the years in the ten-year period ending 2030. We also
note that you have disclosed the "key elements" of the most recent projections provided
by the management of Origin to Artius. Please revise this section to disclose all material
projections rather than limiting the information to the "key elements" thereof, and clearly
disclose the basis and assumptions used to calculate the forecasted financial information.
In addition, please remove all disclaimers surrounding the financial projections included
in the first two paragraphs of this section on page 109 and in the first full paragraph on
page 110, namely the statement that the projected financial information is the
responsibility of Origin’s management. Artius, as the registrant, is responsible for all
information in the filing and may not disclaim responsibility for its contents.
11.We note your use of non-GAAP financial measures in the footnotes on page 111. Please
revise your disclosure to comply with Item 10(e) of Regulation S-K. We remind you
of Non-GAAP Financial Measures C&DI Question 101.04.

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Material U.S. Federal Income Tax Considerations , page 113
12.Please file a tax opinion as an exhibit to the filing or provide us your analysis as to why
you do not believe such an opinion is required. Refer to Item 601(b)(8) of Regulation S-
K and, for guidance, Section III.A. of Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Financial Information
Other Related Events in Connection with the Business Combination, page 147
13.Please include pro forma adjustments for the issuance of the $10 million of convertible
notes and the SPAC transaction conversion of the bridge notes and related derivative
liability and the redeemable convertible preferred stock warrants liability, or tell us why
the pro forma statements should not include adjustments for these items. We note the
disclosure on page F-45.
Expected Accounting Treatment of Business Combination, page 148
14.Please tell us the significant terms of the earnout shares, including to whom the shares will
be issued. Provide your analysis of the accounting for the shares, citing the accounting
literature to be applied. We note the disclosure on page 148 that the earnout shares are
expected to be accounted for as liability classified equity instruments.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended
December 31, 2020, page 152
15.Please revise to include items of other income and expenses and any applicable pro forma
adjustments in the pro forma columns. Ensure that any changes are properly reflected in
the pro forma net loss in the table on page 154.
Comparative Share Information, page 155
16.Please show us how you calculated the Origin equivalent pro forma per share data. Refer
to Item 3(f) of Form S-4 and the instruction thereto.
Information About Origin , page 173
17.We note that the “NaturALL Bottle Alliance" has publicly been described as a "research
consortium" among the company, Danone, Nestle Waters, and PepsiCo, Inc. Please
provide more detail regarding the obligations of each company in the alliance and how
each contributes its efforts to accelerate the development of packaging solutions made
with 100% sustainable and renewable resources.
Origin's Platform Technology, page 174
18.The footnote in the diagram on this page is not legible.  Please revise and ensure that the

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footnote clearly explains the meaning of the term "zero untested mechanical processes"
about which it appears to refer.
Business Strategy, page 178
19.You disclose that Origin has "already generated more than $1.0 billion in customer
demand" from existing customers that "alone represent PET demand sufficient to fill the
capacity of 20 commercial scale Origin facilities."  However, on page 180, you state that
you believe you are "ideally positioned to fulfill industry demand" from existing
customers that encompass production from one or more of Origin's first three commercial-
scale plants.  Please clarify how many commercial-scale plants you believe you will need
to meet the current demand for your products.
Intellectual Property
Patents, page 180
20.We note your disclosure on page 173 that your intellectual property portfolio is comprised
of 19 patent families. Please revise your disclosure on page 180 to disclose the specific
products or technologies to which the patents relate, the type of patent protection
obtained (composition of matter, use or process), the jurisdiction of the patents and the
expiration of each. If the patent is licensed from a third party pursuant to a license
agreement, please specify.
Regulatory , page 181
21.You disclose that the products and intermediates that Origin is producing require
compliance with, and in some cases new applications under, the Toxic Substances Control
Act administered by the U.S. Environmental Protection Agency and that some
applications will involve food contact and will be regulated by the U.S. Food and Drug
Administration.  Please provide additional disclosure about the
specific regulatory hurdles facing CMF and HTC.
Origin Management's Discussion and Analysis of Financial Condition and Results of Operations
The Business Combination, page 193
22.Please revise so that the amounts relating to the most significant changes in your financial
position from the merger shown at the top of page 194 ($925 million net increase in cash
and cash equivalents and $863 million net increase in total stockholders’ equity) agree
with your unaudited pro forma condensed combined balance sheet on page 150. Also,
disclose the similar amounts assuming maximum redemption.
Liquidity and Capital Resources
Sources of Liquidity, page 197
23.Please discuss your other debt (for example the Stockholder Note and other liabilities) in
your discussion of liquidity. Refer to Item 303(b)(1) of Regulation S-K.

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24.With respect to the Origin plants, please describe any material cash requirements and the
anticipated sources of funds needed to satisfy them. Refer to Item 303(b)(1)(ii) of
Regulation S-K.
Beneficial Ownership of Securities , page 236
25.We note that you fail to mention NewGen Plastics, LLC in the beneficial ownership
section. However, on page 232 you disclose that NewGen Plastics, LLC is expected to be
the beneficial owner of more than 5% of the Combined Company's capital stock. Please
revise or advise.
Origin Financial Statements
Note 3. Property, Plant, and Equipment, page F-34
26.Please tell us the amount of the land value related to your plants and where the
amount is included in the table.
Note 6. Offtake Agreements, page F-35
27.With a view towards disclosure, please summarize for us the significant terms of your
related party offtake agreements including the milestone dates for construction, the current
completion status of your plants and milestones, and the amount of liquidated damages if
the milestones are not met. Please also explain the repayment terms of the Nestlé
agreement, including the fixed percentage in excess of the aggregate lump sum payments
(page F-38), and how you are accounting for those terms.
Exhibits
28.It does not appear you have filed agreements related to indebtedness as exhibits to the
registration statement. Please file the following as exhibits, or provide your analysis as to
why you do not believe filing is required: 2019 convertible note financing
agreements; 2021 convertible note financing agreements; the Nestlé Promissory Note;
and the Danone Promissory Note. We note that the principal and accrued interest
outstanding under the 2019 and 2021 notes will convert into shares of Origin Common
Stock immediately prior to the closing of the Business Combination; however, Item
601(b)(10) requires filing of agreements that are to be performed in whole or in part at or
after the filing of the registration statement. Please advise.
29.The consent of Marcum LLP refers to their report dated March 4, 2021, however their
report on page F-2 is dated March 8, 2021. We further note that their report included in
your Form 10-K for the fiscal year ended December 31, 2020 is dated March 4, 2021.
Please ask Marcum LLP to ensure that the dates for their audit report on pages F-2 and the
consent are correct in the next amendment.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

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April 5, 2021
Page 7
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may con

CORRESP
1
filename1.htm

CORRESP

 July 9, 2020

VIA EDGAR

 Office of Financial Services

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:

David Link

James Lopez

 Re:

Artius Acquisition Inc.

Registration Statement on Form S-1, as amended

File No. 333-239421

 Dear Mr. Link and Mr. Lopez:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Artius Acquisition Inc.
(the “Company”), hereby requests that the effective date of the Company’s Registration Statement on
Form S-1 (File No. 333-239421) (the “Registration Statement”) be accelerated by the Securities and Exchange
Commission so that the Registration Statement will become effective at 4:00 p.m. Eastern Daylight Time on July 13, 2020, or as soon as practicable thereafter. The Company hereby authorizes Nicolas Grabar of Cleary Gottlieb Steen &
Hamilton LLP, counsel to the Company, to modify or withdraw this request for acceleration orally. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

The Company requests that we be notified of such effectiveness by a telephone call to Mr. Grabar at +1 212 225-2414 and that such effectiveness also be confirmed in writing.

Very truly yours,

Artius Acquisition Inc.

By:

    /s/ Boon Sim

Name:

Boon Sim

Title:

Chief Executive Officer

 cc:

 Nicolas Grabar, Esq.

 Cleary Gottlieb Steen & Hamilton LLP

 Adam Brenneman

 Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

CORRESP

 July 9, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

David Link

 James Lopez

 Re:

 Artius Acquisition Inc.

 Registration Statement on Form S-1

 Filed June 25, 2020, as amended

 File No. 333-239421

 Dear Mr. Link and Mr. Lopez:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and
the several underwriters, hereby joins in the request of Artius Acquisition Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Daylight Time on
July 13, 2020, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises
that approximately 1,000 copies of the Preliminary Prospectus dated July 2, 2020 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that they have complied and will continue to comply with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

CREDIT SUISSE SECURITIES (USA) LLC

 as Representative of the Several Underwriters

By:

/s/ Frank McGee

Name:

Frank McGee

Title:

Managing Director

 [Signature Page to Underwriter
Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 June 24, 2020

BY EDGAR

 David Link

James Lopez

 Assistant Director

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Artius Acquisition Inc.

 Draft Registration Statement on Form S-1

 Submitted February 12, 2020

 CIK No. 0001802457

Dear Mr. Link and Mr. Lopez:

 We set
forth below the response of Artius Acquisition Inc. (the “Company”) to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter
dated March 6, 2020 with respect to the draft registration statement on Form S-1 (the “Registration Statement”) submitted on February 12, 2020. We have reproduced below in bold the
Staff’s comment and have provided the Company’s response following the comment.

 Draft Registration Statement on Form S-1 submitted February 12, 2020

 Principal Shareholders, page 114

1.
 We note that Artius Acquisition Partners LLC, your sponsor, beneficially owns 11,500,000 Class B
ordinary shares. Please revise to identify the natural persons who are the ultimate beneficial owners of those shares. See Rule 13d-3 under the Securities Exchange Act of 1934.

The Company has revised the disclosure, which can be found on page 119 of the updated Registration Statement, as requested.

****************************

 We hope that the Company’s response above adequately addresses the Staff’s
comment. If the Staff has any questions or requires any additional information, please do not hesitate to contact Nicolas Grabar or Adam J. Brenneman at Cleary Gottlieb Steen & Hamilton LLP at 212 225 2000.

Very truly yours,

 /s/ Boon Sim

Boon Sim

Chief Executive Officer and Chief Financial Officer

cc:
 Charles Drucker

Artius Acquisition Inc.

 Nicolas
Grabar

 Adam J. Brenneman

Cleary Gottlieb Steen & Hamilton LLP

March 6, 2020
Hong Boom Sim
Chief Executive Officer
Artius Acquisition Inc.
375 Park Avenue, Suite 1400
New York, NY 10152
Re:Artius Acquisition Inc.
Draft Registration Statement on Form S-1
Submitted February 12, 2020
CIK No. 0001802457
Dear Mr. Sim:
            We have reviewed your draft registration statement and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to the comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted February 12, 2020
Principal Shareholders, page 114
1.We note that Artius Acquisition Partners LLC, your sponsor, beneficially owns
11,500,000 Class B ordinary shares.  Please revise to identify the natural persons who are
the ultimate beneficial owners of those shares.  See Rule 13d-3 under the Securities
Exchange Act of 1934.

            You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastNameHong Boom Sim
 Comapany NameArtius Acquisition Inc.
 March 6, 2020 Page 2
 FirstName LastName
Hong Boom Sim
Artius Acquisition Inc.
March 6, 2020
Page 2
contact David Link at 202-551-3356 or James Lopez at 202-551-3536 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction