424B3 1 tm2116035-16_424b3.htm 424B3 tm2116035-16_424b3 - none - 99.8287188s
 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-256161
[MISSING IMAGE: lg_starpeak-4clr.jpg]
Dear Stockholder:
On May 8, 2021, Star Peak Corp II, a Delaware corporation (“STPC”), entered into an Agreement and Plan of Merger (the “merger agreement”) with STPC II Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of STPC (“Merger Sub”), and Benson Hill, Inc., a Delaware corporation (“Benson Hill”). If the merger agreement is adopted by Benson Hill’s stockholders, the merger agreement and the transactions contemplated thereby, including the issuance of common stock of STPC (“New Benson Hill Common Stock”) to be issued or reserved as the merger consideration, is approved by STPC’s stockholders, and the merger is subsequently completed, Merger Sub will merge with and into Benson Hill, with Benson Hill surviving the merger as a wholly-owned subsidiary of STPC (the “merger”).
Immediately prior to the effective time of the merger, each outstanding share of Benson Hill common stock, including common stock held by prior owners of Benson Hill preferred stock (other than shares owned by Benson Hill as treasury stock and dissenting shares) (“Existing Benson Hill Common Stock”), will be cancelled and converted into the right to receive a pro rata portion of approximately 147,562,680 shares of New Benson Hill Common Stock (on a fully-diluted basis but subject to adjustment depending on the final allocation of Earn Out Shares and Earn Out Awards (each, as defined below)), consisting of (i) 130,000,000 shares of New Benson Hill Common Stock, including the portion of such shares of New Benson Hill Common Stock reserved for issuance upon the future exercise of options (less the Exercise Price Options, as defined below) and warrants to purchase capital stock of Benson Hill outstanding immediately prior to the merger and converted into options (“Net New Benson Hill Options”) or warrants (“New Benson Hill Warrants”) to purchase New Benson Hill Common Stock and (ii) 17,562,680 restricted shares of New Benson Hill Common Stock that will be held in escrow until, and vest upon, the achievement of certain earn-out thresholds prior to the third anniversary of the closing of the merger (the “Earn Out Shares”), in each case in accordance with the merger agreement. In addition to the foregoing, incentive equity awards (“Earn Out Awards”) with a value equivalent to 2,037,320 shares of New Benson Hill Common Stock will be granted under the proposed New Incentive Plan (as defined in the merger agreement) to certain holders of Benson Hill Options. The number of Earn Out Shares and Earn Out Awards may be adjusted prior to the closing of the merger on a one-for-one basis pursuant to the terms and subject to the conditions set forth in the merger agreement such that the number of shares of New Benson Hill Common Stock issued as Earn Out Shares or being reserved for or subject to the Earn Out Awards granted shall not exceed 19,600,000 shares of New Benson Hill Common Stock in the aggregate. In addition, a portion of the shares of New Benson Hill Common Stock reserved for issuance under the New Incentive Plan shall be used for Benson Hill options to be assumed under such plan, representing a number of shares of New Benson Hill Common Stock determined at closing and equal to the Aggregate Exercise Price (as defined in the merger agreement) divided by $10.00 (the “Exercise Price Options”, together with the Net New Benson Hill Options, the “New Benson Hill Options”).
Subject to the assumptions set forth under “Basis of Presentation and Glossary” in the accompanying proxy statement/prospectus and assuming that the merger effective date were August 9, 2021, the record date for the STPC Special Meeting (as defined below), the exchange ratio would have been approximately 1.079 of a share of New Benson Hill Common Stock for each share of Existing Benson Hill Common Stock (assuming for purposes of such calculation that all shares of Benson Hill preferred stock and all options and warrants to purchase capital stock of Benson Hill, in each case outstanding immediately prior to the effective time of the merger, have converted into New Benson Hill Common Stock) except, in each case, for any resulting fractional shares of New Benson Hill Common Stock (which will instead be paid in cash in an amount equal to the fractional amount multiplied by $10.00).
The total number of shares of New Benson Hill Common Stock expected to be issued or reserved for issuance pursuant to and at the closing of the merger is approximately 149,600,000 (including the Earn Out Shares and assuming the issuance of all shares of New Benson Hill Common Stock underlying any Net New Benson Hill Options, any New Benson Hill Warrants and any Earn Out Awards, but excluding the Exercise Price Options), and holders of shares of Existing Benson Hill Common Stock as of immediately prior to the closing of the merger (assuming that the merger effective date was August 9, 2021, the record date for the STPC Special Meeting, and following the conversion of Benson Hill preferred stock into New Benson Hill Common Stock) will hold, in the aggregate, approximately 65.3% and 80.8% of the issued and outstanding shares of New Benson Hill Common Stock immediately following the closing of the merger,

assuming no shares of STPC common stock are redeemed and the maximum number of shares of STPC common stock are redeemed, respectively.
STPC’s units, Class A Common Stock and public warrants are publicly traded on the New York Stock Exchange (the “NYSE”). We intend to list the combined company’s common stock and public warrants on the NYSE under the symbols BHIL and BHIL WS, respectively, upon the closing of the merger. STPC will not have units traded following closing of the merger.
STPC will hold a special meeting in lieu of the 2021 annual meeting of stockholders (the “STPC Special Meeting”) to consider matters relating to the proposed merger. STPC and Benson Hill cannot complete the merger unless STPC’s stockholders consent to the approval of the merger agreement and the transactions contemplated thereby, including the issuance of New Benson Hill Common Stock to be issued as the merger consideration, and Benson Hill’s stockholders consent to adoption and approval of the merger agreement and the transactions contemplated thereby. STPC and Benson Hill are sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.
The STPC Special Meeting will be held on September 28, 2021, at 11:00 a.m. Eastern Time, via a virtual meeting. In light of the novel coronavirus disease (referred to as “COVID-19”) pandemic and to support the well-being of STPC’s stockholders and partners, the STPC Special Meeting will be completely virtual. You may attend the meeting and vote your shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/starpeakcorpii/2021. You will need the control number that is printed on your proxy card to enter the STPC Special Meeting. STPC recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the STPC Special Meeting starts. Please note that you will not be able to attend the STPC Special Meeting in person.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF CLASS A COMMON STOCK YOU OWN. To ensure your representation at the STPC Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote online at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.
The STPC board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that STPC stockholders vote “FOR” the approval of the merger agreement, “FOR” the issuance of New Benson Hill Common Stock to be issued as the merger consideration and “FOR” the other matters to be considered at the STPC Special Meeting.
This proxy statement/prospectus provides you with detailed information about the proposed merger. It also contains or references information about STPC and Benson Hill and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 25 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.
If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Morrow Sodali, STPC’s proxy solicitor, toll-free at (800) 662-5200 (banks and brokers call (203) 658-9400) or email Morrow Sodali at STPC.info@investor.morrowsodali.com.
Sincerely,
/s/ Eric Scheyer
Eric Scheyer
Chief Executive Officer
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the merger, the issuance of shares of New Benson Hill Common Stock in connection with the merger or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated September 2, 2021, and is first being mailed to stockholders of STPC on or about September 2, 2021.

 
STAR PEAK CORP II
NOTICE OF THE SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 28, 2021
NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting of the stockholders (the “STPC Special Meeting”), of Star Peak Corp II, a Delaware corporation (which is referred to as “STPC”) will be held virtually, conducted via live audio webcast at https://www.cstproxy.com/starpeakcorpii/2021, 11:00 a.m. Eastern Time, on September 28, 2021. You will need the control number that is printed on your proxy card to enter the STPC Special Meeting. STPC recommends that you log in at least 15 minutes before the STPC Special Meeting to ensure you are logged in when the meeting starts. Please note that you will not be able to attend the STPC Special Meeting in person. You are cordially invited to attend the STPC Special Meeting for the following purposes:
1.
The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 8, 2021 (as it may be amended and/or restated from time to time, the “merger agreement”), by and among STPC, STPC II Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of STPC (“Merger Sub”), and Benson Hill, Inc., a Delaware corporation (“Benson Hill”), and to approve the transactions contemplated thereby. If the merger agreement is adopted by Benson Hill’s stockholders, the merger agreement and the transactions contemplated thereby, including the issuance of common stock of STPC (“New Benson Hill Common Stock”) to be issued as the merger consideration, is approved by STPC’s stockholders, and the merger is subsequently completed, Merger Sub will merge with and into Benson Hill, with Benson Hill surviving the merger as a wholly-owned subsidiary of STPC (the “merger”). A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A (Proposal No. 1);
2.
The Charter Proposals — To consider and vote upon (collectively, the “Charter Proposals”):
a.
separate proposals to approve the following amendments to STPC’s current amended and restated certificate of incorporation (the “Existing Charter”) as set forth in the proposed second amended and restated certificate of incorporation of STPC (the “Proposed Charter”) that will be in effect upon the closing of the merger (the “closing”), a copy of which is attached to this proxy statement/prospectus as Annex B:
i.
to eliminate the Class B Common Stock classification and provide for a single class of common stock (Proposal No. 2);
ii.
to provide that amendments to STPC’s waiver of corporate opportunities will be prospective only and provide certain other clarificatory amendments to the waiver of corporate opportunities provision (Proposal No. 3);
iii.
to provide that, prior to the third anniversary of the closing of the merger, the affirmative vote of at least 6623% of the voting power of the outstanding shares of capital stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to (A) adopt, amend or repeal the bylaws by action of the stockholders of New Benson Hill, or (B) to amend or repeal any provision of the Proposed Charter in Article V (Board of Directors), Article VI (Amendment of the Governing Documents) Article VII (Stockholder Action), Article VIII (Limitation of Director Liability and Indemnification), Article IX (Business Combinations), Article X (Corporate Opportunity), Article XI (Forum Selection) or Article XII (Miscellaneous) (Proposal No. 4); and
b.
conditioned upon the approval of Proposals No. 2 through No. 4 above, a proposal to approve the Proposed Charter, which includes the approval of all other changes in the Proposed Charter in connection with replacing the Existing Charter with the Proposed Charter, including changing STPC’s name from “Star Peak Corp II” to “Benson Hill, Inc.” as of the closing of the merger (Proposal No. 5);
3.
The NYSE Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”): (i) the issuance of shares of New Benson Hill Common Stock immediately following the consummation of the merger, pursuant
 

 
to the PIPE Agreements (as defined herein); (ii) the issuance of shares of New Benson Hill Common Stock pursuant to the merger agreement; and (iii) the related change of control of STPC that will occur in connection with consummation of the merger and the other transactions contemplated by the merger agreement and PIPE Agreements (Proposal No. 6);
4.
The Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the Incentive Plan (as defined herein) (Proposal No. 7); and
5.
The Adjournment Proposal — To consider and vote upon a proposal to adjourn the STPC Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the STPC Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposals, the NYSE Proposal or the Incentive Plan Proposal, or holders of STPC’s Class A Common Stock have elected to redeem an amount of Class A Common Stock such that STPC would have less than $5,000,001 of net tangible assets (Proposal No. 8).
Only holders of record of Class A Common Stock and Class B Common Stock (each as defined herein) at the close of business on August 9, 2021 are entitled to notice of the STPC Special Meeting and to vote at the STPC Special Meeting and any adjournments or postponements of the STPC Special Meeting. A complete list of STPC stockholders of record entitled to vote at the STPC Special Meeting will be available for ten (10) days before the STPC Special Meeting at the principal executive offices of STPC for inspection by stockholders during ordinary business hours for any purpose germane to the STPC Special Meeting. The eligible STPC stockholder list will also be available at that time on the STPC Special Meeting website for examination by any stockholder attending the STPC Special Meeting live audio webcast.
Pursuant to STPC’s Existing Charter, STPC will provide holders (“public stockholders”) of its Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) with the opportunity to redeem their shares of Class A Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”), which holds the proceeds of STPC’s initial public offering (“IPO”) as of two (2) business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to STPC to pay taxes) upon the closing of the transactions contemplated by the merger agreement. For illustrative purposes, based on funds in the Trust Account of approximately $402.6 million on June 30, 2021, the estimated per share redemption price would have been approximately $10.00, excluding additional interest earned on the funds held in the Trust Account and not previously released to STPC to pay taxes. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” ​(as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A Common Stock. Star Peak Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and STPC’s officers and directors have agreed to waive their redemption rights in connection with the consummation of the merger with respect to any shares of Class A Common Stock they may hold. Currently, the Sponsor owns approximately 20% of STPC’s common stock, consisting of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “common stock”), initially purchased by the Sponsor in a private placement (together with any shares of Class A Common Stock issued upon the conversion thereof, “Founder Shares”). Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. The Sponsor and STPC’s directors and officers have agreed to vote any shares of common stock owned by them in favor of the Business Combination Proposal.
Approval of each of the Business Combination Proposal, the NYSE Proposal and the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present.
Approval of the Charter Proposals requires the affirmative vote of the holders of a majority of the then-outstanding shares of STPC common stock, voting together as a single class, and the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting separately as a single class. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes
 

 
cast by holders of common stock, voting together as a single class, regardless of whether a quorum is present. The STPC board of directors has already approved each of the proposals.
As of June 30, 2021, there was approximately $402.6 million in the Trust Account, which STPC intends to use for the purposes of consummating a business combination within the time period described in this proxy statement/prospectus and to pay approximately $14,087,500 in deferred underwriting commissions to the underwriters of STPC’s IPO. Each redemption of Class A Common Stock by its public stockholders will decrease the amount in the Trust Account. STPC will not consummate the merger if the redemption of Class A Common Stock would result in STPC’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule).
If STPC stockholders fail to approve the Business Combination Proposal or the NYSE Proposal, or, unless otherwise waived by Benson Hill and STPC, the Charter Proposals or the Incentive Plan Proposal, the merger will not occur. The Charter Proposals and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. The proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the STPC Special Meeting. Please review the proxy statement/prospectus carefully.
The STPC board of directors has set August 9, 2021 as the record date for the STPC Special Meeting. Only holders of record of shares of STPC common stock at the close of business on August 9, 2021 will be entitled to notice of and to vote at the STPC Special Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the STPC Special Meeting may attend the meeting virtually and is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of STPC common stock.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF STPC COMMON STOCK YOU OWN. Whether or not you plan to attend the STPC Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.
The STPC board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposals, “FOR” the NYSE Proposal and “FOR” the Incentive Plan Proposal.
If you have any questions or need assistance with voting, please contact Morrow Sodali, STPC’s proxy solicitor, toll-free at (800) 662-5200 (banks and brokers call (203) 658-9400) or email Morrow Sodali at STPC.info@investor.morrowsodali.com.
If you plan to attend the STPC Special Meeting and are a beneficial investor who owns your investments through a bank or broker, you will need to contact Continental Stock Transfer & Trust Company to receive a control number. Please read carefully the sections in the proxy statement/prospectus regarding attending and voting at the STPC Special Meeting to ensure that you comply with these requirements.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael C. Morgan
Michael C. Morgan
Chairman of the Board
 

 
TABLE OF CONTENTS
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BASIS OF PRESENTATION AND GLOSSARY
As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:

references to “Benson Hill” or to the “Company” are to (i) Benson Hill, Inc. and its consolidated subsidiaries prior to giving effect to the merger and (ii) “Benson Hill Holdings, Inc.” after giving effect to the merger;

references to “Benson Hill Options” are to options granted by the Company to purchase Existing Benson Hill Common Stock;

references to “Benson Hill Warrants” are to, collectively, warrants issued by the Company to purchase Existing Benson Hill Common Stock and/or Benson Hill Preferred Stock (as defined herein);

references to “Earn Out Awards” are to incentive equity awards with a value equivalent to 2,037,320 shares of New Benson Hill Common Stock that will be granted under, and subject to the terms of, the Incentive Plan to certain holders of Benson Hill Options and are, in addition to the terms of the Incentive Plan, subject to substantially similar vesting and forfeiture terms as the Earn Out Shares; provided that the number of Earn Out Awards to be granted is subject to adjustment in accordance with the terms of the merger agreement such that the number of shares of New Benson Hill Common Stock issued as Earn Out Shares or being reserved for or subject to the Earn Out Awards granted shall not exceed 19,600,000 shares of New Benson Hill Common Stock in the aggregate;

references to “Earn Out Period” are to the thirty six- (36-) month period following the closing of the merger;

references to “Earn Out Shares” are to (i) 8,781,340 restricted shares of New Benson Hill Common Stock which will be held in escrow until, and vest upon, the Closing Price (as defined in the merger agreement) of New Benson Hill Common Stock being greater than or equal to $14.00 over any twenty (20) trading days within any thirty- (30-) consecutive trading day period (or upon a sale of the Company in which the price per share or implied price per share exceeds $14.00) (the “$14 Earn Out Shares”) and (ii) 8,781,340 restricted shares of New Benson Hill Common Stock which will be held in escrow until, and vest upon, the Closing Price (as defined in the merger agreement) of New Benson Hill Common Stock being greater than or equal to $16.00 over any twenty (20) trading days within any thirty- (30-) consecutive trading day period (or upon a sale of the Company in which the price per share or implied price per share exceeds $16.00) (the “$16 Earn Out Shares”), in each case as such closing price vesting conditions may be adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into STPC Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of New Benson Hill Common Stock outstanding; provided that, to the extent any Earn Out Shares do not vest within the Earn Out Period, such Earn Out Shares shall be transferred back to New Benson Hill and cancelled; provided further that the number of Earn Out Shares to be issued is subject to adjustment in accordance with the terms of the merger agreement such that the number of shares of New Benson Hill Common Stock issued as Earn Out Shares or being reserved for or subject to the Earn Out Awards granted shall not exceed 19,600,000 shares of New Benson Hill Common Stock in the aggregate;

references to “effective time” are to the time at which the merger becomes effective;

references to “Exercise Price Options” represent a portion of the New Benson Hill Options to purchase shares, the amount of which is determined by taking the Aggregate Exercise Price (as defined in the merger agreement), divided by $10.00;

references to “Founder Shares” are to the Class B Common Stock initially purchased by the Sponsor in a private placement, together with any Class A Common Stock issued upon the conversion thereof;

references to “GAAP” are to accounting principles generally acceptable in the United States of America;
 
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references to the “Holder Representative” are to the representative of the Pre-Closing Holders, to be selected in accordance with the terms of the merger agreement;

references to “Incentive Plan” are to the New Benson Hill 2021 Omnibus Incentive Plan, the approval of which is the subject of the Incentive Plan Proposal;

references to “measurement time” are to 12:01 a.m. Eastern Time on the date at which the merger becomes effective;

references to “merger” are to the proposed merger of Benson Hill with and into Merger Sub, with Benson Hill surviving as a wholly-owned subsidiary of New Benson Hill;

references to “merger agreement” are to that certain Agreement and Plan of Merger, dated as of May 8, 2021, by and among Benson Hill, STPC, and Merger Sub, as it may be amended and/or restated from time to time.

references to “Merger Sub” are to STPC II Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of STPC;

references to “Net New Benson Hill Options” are to the New Benson Hill Options less the Exercise Price Options;

references to “New Benson Hill” are to Benson Hill, Inc. (formerly Star Peak Corp II), after giving effect to the merger;

references to “New Benson Hill Common Stock” are to, at and following the effective time, New Benson Hill Common Stock, par value $0.0001 per share;

references to “New Benson Hill Options” are to, with respect to each Benson Hill Option outstanding immediately prior to the effective time, an option to purchase a number of shares of New Benson Hill Common Stock equal to the number of shares of Existing Benson Hill Common Stock subject to such Benson Hill Option immediately prior to the effective time multiplied by the exchange ratio set forth in the merger agreement (rounded down to the nearest whole share) and at an exercise price per share of New Benson Hill Common Stock equal to the exercise price per share of Existing Benson Hill Common Stock subject to such Benson Hill Warrant divided by the exchange ratio set forth in the merger agreement (rounded up to the nearest whole cent);

references to “New Benson Hill Preferred Stock” are to, at any time following the effective time, New Benson Hill Preferred Stock, par value $0.0001 per share. Following consummation of the merger, New Benson Hill is not expected to have any shares of New Benson Hill Preferred Stock outstanding;

references to “New Benson Hill Warrants” are to, with respect to each Benson Hill Warrant outstanding immediately prior to the effective time, a warrant to purchase a number of shares of New Benson Hill Common Stock equal to the number of shares of Existing Benson Hill Common Stock subject to such Benson Hill Warrant immediately prior to the effective time multiplied by the exchange ratio set forth in the merger agreement (rounded down to the nearest whole share) and at an exercise price per share of New Benson Hill Common Stock equal to the exercise price per share of Existing Benson Hill Common Stock subject to such Benson Hill Option divided by the exchange ratio set forth in the merger agreement (rounded up to the nearest whole cent);

references to “Pre-Closing Holders” are to all persons who hold one or more shares of Benson Hill common stock, $0.001 par value per share (“Existing Benson Hill Common Stock”), including common stock held by prior owners of Benson Hill Preferred Stock (other than shares owned by Benson Hill as treasury stock and dissenting shares), Benson Hill options or Benson Hill warrants immediately prior to the effective time;

references to “Sponsor” are to Star Peak Sponsor II LLC, a Delaware limited liability company;

references to “STPC” are to Star Peak Corp II before giving effect to the merger;

references to “STPC common stock” are to, prior to the effective time, collectively, STPC’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and STPC’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”);
 
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references to “STPC’s IPO” are to STPC’s initial public offering of 40,250,000 units (which included the exercise of the underwriters’ option to purchase an additional 5,250,000 units at the initial public offering price to cover over-allotments, at an offering price of $10.00 per unit), each unit consisting of one (1) share of Class A Common Stock and one-fourth (1/4) of one whole warrant (the “public warrants”), each whole public warrant entitling the holder thereof to purchase one (1) share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment; and

references to “STPC Warrants” are to, collectively, (i) the public warrants and (ii) the 6,553,454 warrants (the “Private Placement Warrants”) issued by STPC to the Sponsor at a price of $2.00 per Private Placement Warrant, each Private Placement Warrant entitling the holder thereof to purchase one (1) share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment.
Unless specified otherwise, amounts in this proxy statement/prospectus are presented in United States (“U.S.”) dollars.
Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.
Unless otherwise specified, the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New Benson Hill’s stockholders immediately following the effective time are for illustrative purposes only and assume the following:
(i)
no exercise of the 10,062,500 public warrants or 6,553,454 Private Placement Warrants (as defined herein) that will remain outstanding following the merger, which will become exercisable at the holder’s option at the later of thirty (30) days after closing of the merger and 12 months from the closing of STPC’s IPO at an exercise price of $11.50 per share, provided that STPC has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the public warrants or Private Placement Warrants and a current prospectus relating to them is available;
(ii)
22.5 million shares of Class A Common Stock of STPC are issued in connection with the PIPE Investment (as defined herein) for aggregate cash proceeds of $225.0 million to STPC substantially concurrently with the effective time of the merger;
(iii)
at the measurement time, there is an estimated $29.5 million in aggregate outstanding debt of Benson Hill and its subsidiaries (which assumption is subject to change);
(iv)
at the measurement time, Benson Hill has an estimated $25.0 million cash and cash equivalents on hand (which assumption is subject to change);
(v)
at the measurement time, there is an estimated aggregate of $49.7 million of unpaid transaction expenses payable in cash (including approximately $13.4 million in fees to Goldman Sachs & Co. LLC and approximately $9.7 million in fees to Credit Suisse Securities (USA) LLC (of which deferred underwriting discounts and commissions related to STPC’S IPO account for approximately $7.0 million payable to each of them), in each case that are subject to consummation of the merger and related transactions), of which $34.6 million is attributable to STPC and $15.1 million is attributable to Benson Hill (which assumption is subject to change); and
(vi)
at the measurement time, there is no adjustment to the total merger consideration pursuant to the merger agreement for Acquisition Proposals (as defined herein) (which assumption is subject to change).
Beneficial ownership throughout this proxy statement/prospectus with respect to New Benson Hill’s stockholders is determined according to the rules of the Securities and Exchange Commission (“SEC”), which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty (60) days.
 
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QUESTIONS AND ANSWERS
The following are answers to certain questions that you, as a stockholder of STPC may have regarding the merger and the stockholder meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.
QUESTIONS AND ANSWERS ABOUT THE MERGER
Q:
WHAT IS THE MERGER?
A:
STPC, Merger Sub and Benson Hill have entered into an Agreement and Plan of Merger, dated as of May 8, 2021, (as it may be amended and/or restated from time to time, the “merger agreement”), pursuant to which Merger Sub will merge with and into Benson Hill, with Benson Hill surviving the merger as a wholly-owned subsidiary of STPC.
STPC will hold a special meeting in lieu of the 2021 annual meeting of STPC stockholders (the “STPC Special Meeting”) to, among other things, obtain the approvals required for the merger and the other transactions contemplated by the merger agreement and you are receiving this proxy statement/prospectus in connection with such meeting. Benson Hill is also providing consent solicitation materials to the holders of Existing Benson Hill Common Stock and the holders of Benson Hill’s preferred stock, par value $0.001, designated as “Series A Preferred Stock,” “Series B Preferred Stock,” “Series C Preferred Stock” ​(including the preferred stock designated as “Series C-1 Preferred Stock”) and “Series D Preferred Stock” in its Amended and Restated Certificate of Incorporation (as amended, the “Benson Hill certificate”) (collectively, the “Benson Hill Preferred Stock”) to solicit, among other things, the required written consent to adopt and approve in all respects the merger agreement and the merger (the “Business Combination Proposal”). See “The Merger Agreement” beginning on page 172. In addition, a copy of the merger agreement is attached to this proxy statement/prospectus as Annex A. We urge you to carefully read this proxy statement/prospectus and the merger agreement in their entirety.
Q:
WHY AM I RECEIVING THIS DOCUMENT?
A:
STPC is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their shares of STPC common stock with respect to the matters to be considered at the STPC Special Meeting.
The merger cannot be completed unless STPC’s stockholders approve the Business Combination Proposal, the Charter Proposals, the NYSE Proposal and the Incentive Plan Proposal, set forth in this proxy statement/prospectus. Information about the STPC Special Meeting, the merger and the other business to be considered by stockholders at the STPC Special Meeting is contained in this proxy statement/prospectus.
This document constitutes a proxy statement and a prospectus of STPC. It is a proxy statement because the board of directors of STPC is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because STPC, in connection with the merger, is offering shares of New Benson Hill Common Stock in exchange for the outstanding shares of Existing Benson Hill Common Stock. See “The Merger Agreement — Merger Consideration.”
Q:
WHAT WILL HAPPEN TO STPC’S SECURITIES UPON CONSUMMATION OF THE MERGER?
A:
STPC’s units, Class A Common Stock and public warrants are publicly traded on the NYSE under the symbols “STPC.U,” “STPC,” and “STPC WS,” respectively. Upon consummation of the merger, STPC will have one class of common stock that will be listed on the NYSE under the symbol BHIL and its warrants will be listed on the NYSE under the symbol BHIL WS. STPC will not have units traded on the NYSE following the consummation of the merger and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. STPC warrant holders and those stockholders who do not elect to have their shares redeemed need not
 
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deliver their shares of Class A Common Stock or warrant certificates to STPC or STPC’s transfer agent and they will remain outstanding.
Q:
WHAT WILL BENSON HILL STOCKHOLDERS RECEIVE IN THE MERGER?
A:
Immediately prior to the effective time of the merger, each outstanding share of Existing Benson Hill Common Stock, including common stock held by prior owners of Benson Hill Preferred Stock (other than shares owned by Benson Hill as treasury stock and dissenting shares) will be cancelled and converted into the right to receive a pro rata portion (on a fully-diluted basis) of approximately 147,562,680 shares of New Benson Hill Common Stock (including 130,000,000 shares of New Benson Hill Common Stock, 8,781,340 $14 Earn Out Shares and 8,781,340 $16 Earn Out Shares) (including the portion of such shares of New Benson Hill Common Stock reserved for issuance upon the future exercise of any Net New Benson Hill Options and any New Benson Hill Warrants after the closing in accordance with the merger agreement). In addition to the foregoing, Earn Out Awards with a value equivalent to 2,037,320 shares of New Benson Hill Common Stock will be granted under the Incentive Plan to certain holders of Benson Hill Options. The number of Earn Out Shares and Earn Out Awards may be adjusted prior to the closing of the merger on a one-for-one basis pursuant to the terms and subject to the conditions set forth in the merger agreement such that the number of shares of New Benson Hill Common Stock issued as Earn Out Shares or being reserved for or subject to the Earn Out Awards granted shall not exceed 19,600,000 shares of New Benson Hill Common Stock in the aggregate. In addition, a portion of the New Benson Hill Common Stock shares reserved for issuance under the Incentive Plan shall be used for the Exercise Price Options.
Subject to the assumptions set forth under “Basis of Presentation and Glossary” in the accompanying proxy statement/prospectus and assuming that the merger effective date were August 9, 2021, the record date for the STPC Special Meeting (as defined below), the exchange ratio would have been approximately            of a share of New Benson Hill Common Stock for each share of Existing Benson Hill Common Stock (assuming for purposes of such calculation that all outstanding shares of Benson Hill Preferred Stock have converted into Existing Benson Hill Common Stock), except for any resulting fractional shares of New Benson Hill Common Stock (which will instead be paid in cash in an amount equal to the fractional amount multiplied by $10.00).
Q:
WILL HOLDERS OF EXISTING BENSON HILL COMMON STOCK BE SUBJECT TO U.S. FEDERAL INCOME TAX ON THE NEW BENSON HILL COMMON STOCK RECEIVED IN THE MERGER?
A:
As discussed more fully under the Section titled “Material U.S. Federal Income Tax Consequences,” subject to the qualifications and limitations discussed thereunder, the merger will qualify as a “reorganization” within the meaning of Section 368(a). However, such position is not binding upon the Internal Revenue Service (the “IRS”) or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Benson Hill and STPC do not intend to request a ruling from the IRS regarding any aspect of the U.S. federal income tax consequences of the merger. Subject to the qualifications and limitations set forth in “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders” and ‘‘— Tax Consequences to Non-U.S. Holders,’’ if the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, holders of Existing Benson Hill Common Stock will generally not recognize any gain or loss as a result of the merger. For more information on the material U.S. federal income tax consequences of the merger to holders of Existing Benson Hill Common Stock, see “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Tax Consequences of the Merger to U.S. Holders of Existing Benson Hill Common Stock” and “Material U.S. Federal Income Tax Consequences — Tax Consequences to Non-U.S. Holders — U.S. Federal Income Tax Consequences of the Merger to Non-U.S. Holders of Existing Benson Hill Common Stock’’ below. Holders of Existing Benson Hill Common Stock are urged to consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the merger.
Q:
WHEN WILL THE MERGER BE COMPLETED?
A:
The parties currently expect that the merger will be completed during the third quarter of 2021.
 
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However, neither STPC nor Benson Hill can assure you of when or if the merger will be completed and it is possible that factors outside of the control of both companies could result in the merger being completed at a different time or not at all. STPC must first obtain the approval of STPC stockholders for each of the proposals set forth in this proxy statement/prospectus for their approval (other than the Adjournment Proposal) and STPC and Benson Hill must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “The Merger Agreement — Conditions to the Merger” beginning on page 185.
Q:
WHAT HAPPENS TO BENSON HILL STOCKHOLDERS IF THE MERGER IS NOT COMPLETED?
A:
If the merger is not completed, Benson Hill stockholders will not receive any consideration for their shares of Existing Benson Hill Common Stock, and such shares will not be converted into STPC common stock.
Instead, Benson Hill will remain an independent company. See “The Merger Agreement — Termination” and “Risk Factors” beginning on page 186 and page 25, respectively.
QUESTIONS AND ANSWERS ABOUT THE STPC SPECIAL MEETING
Q:
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?
A:
STPC stockholders are being asked to vote on the following proposals:
1.
Proposal No. 1 — The Business Combination Proposal: To approve the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the merger of Merger Sub with and into Benson Hill, with Benson Hill surviving the merger as a wholly-owned subsidiary of STPC, and the issuance of New Benson Hill Common Stock to Benson Hill equity holders as merger consideration;
2.
Proposals No. 2 through No. 5 — The Charter Proposals:
a.
separate proposals to approve the following amendments to STPC’s Existing Charter, as set forth in the proposed second amended and restated certificate of incorporation of STPC (the “Proposed Charter”), a copy of which is attached to this proxy statement/prospectus as Annex B, that will be in effect upon the closing of the merger:
i.
to eliminate the Class B Common Stock classification and provide for a single class of common stock (Proposal No. 2);
ii.
to provide that amendments to STPC’s waiver of corporate opportunities will be prospective only and provide certain other clarificatory amendments to the waiver of corporate opportunities provision (Proposal No. 3);
iii.
to provide that, prior to the third anniversary of the closing of the merger, the affirmative vote of at least 6623% of the voting power of the outstanding shares of capital stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to (A) adopt, amend or repeal the bylaws by action of the stockholders of New Benson Hill, or (B) to amend or repeal any provision of the Proposed Charter in Article V (Board of Directors), Article VI (Amendment of the Governing Documents) Article VII (Stockholder Action), Article VIII (Limitation of Director Liability and Indemnification), Article IX (Business Combinations), Article X (Corporate Opportunity), Article XI (Forum Selection) or Article XII (Miscellaneous) (Proposal No. 4); and
b.
conditioned upon the approval of Proposals No. 2 through No. 4 above, to approve the Proposed Charter, which includes the approval of all other changes in the Proposed Charter in connection with replacing the Existing Charter with the Proposed Charter, including changing STPC’s name from “Star Peak Corp II” to “Benson Hill, Inc.” as of the closing of the merger (Proposal No. 5);
 
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3.
Proposal No. 6 — The NYSE Proposal: To approve, for purposes of complying with applicable listing rules of the NYSE: (i) the issuance of shares of New Benson Hill Common Stock immediately following the consummation of the merger, pursuant to the PIPE Agreements; (ii) the issuance of shares of New Benson Hill Common Stock pursuant to the merger agreement; and (iii) the related change of control of STPC that will occur in connection with consummation of the merger and the other transactions contemplated by the merger agreement and PIPE Agreements;
4.
Proposal No. 7 — The Incentive Plan Proposal: To approve and adopt the Incentive Plan; and
5.
Proposal No. 8 — The Adjournment Proposal: To approve the adjournment of the STPC Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the STPC Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposals, the NYSE Proposal or the Incentive Plan Proposal, or holders of STPC’s Class A Common Stock have elected to redeem an amount of Class A Common Stock such that STPC would have less than $5,000,001 of net tangible assets.
The adoption of the Business Combination Proposal is required under Delaware law and the approval of the merger is required under STPC’s Existing Charter. The approval of the NYSE Proposal is required under NYSE Rules. In addition, approval of such proposals by STPC stockholders is also a condition to the closing of the merger under the merger agreement.
If STPC stockholders fail to approve the Business Combination Proposal or the NYSE Proposal, or, unless otherwise waived by Benson Hill and STPC, the Charter Proposals or the Incentive Plan Proposal, the merger will not occur.
Q:
ARE THE PROPOSALS CONDITIONED UPON ONE ANOTHER?
A:
The Charter Proposals and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. Additionally, Proposal No. 5 is conditioned upon the approval of the other Charter Proposals (Proposals No. 2 through No. 4). The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.
It is important to note that if STPC stockholders fail to approve the Business Combination Proposal or the NYSE Proposal, or, unless otherwise waived by Benson Hill and STPC, the Charter Proposals or the Incentive Plan Proposal, the merger will not occur.
Q:
WHY IS STPC PROPOSING THE MERGER?
A:
STPC was organized to effect a merger, capital stock exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (collectively, a “business combination”).
On January 8, 2021, STPC completed its initial public offering (“IPO”). A total of $402,500,000, comprised of $394,450,000 of the proceeds from STPC’s IPO (including aggregate fees of approximately $14.1 million as deferred underwriting commissions) and $8,050,000 of the proceeds from the concurrent sale of the Private Placement Warrants, were placed in a trust account (the “Trust Account”). Since STPC’s IPO, STPC’s activity has been limited to the evaluation of business combination candidates.
Benson Hill is a values-driven food technology company with a vision to build a healthier and happier world by unlocking nature’s genetic diversity with their food innovation engine. Their purpose is to catalyze and broadly empower innovation from plant to plate so great tasting, healthy, affordable, and sustainable food choices are available to everyone. The Company combines cutting-edge technology with an innovative business approach to bring product innovations to customers and consumers. Their CropOS® technology platform uniquely combines data science, plant science, and food science to create innovative food, ingredient, and feed products — starting with a better seed. Their go-to-market
 
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strategy consists of building an integrated supply chain to catalyze demand for their proprietary products, which they believe will allow them to establish partnerships and licensing arrangements to drive broad adoption. The Company believes this approach will allow them not only to ensure the integrity and traceability of their products, but also to measure the positive environmental impact created by their innovations.
Today, their business is comprised of two segments — their Ingredients Business and their Fresh Business. Their Ingredients Business is currently focused on enhancing soybean and yellow pea products, including soy-based vegetable oils, animal feed, and ultra high protein (UHP) soybeans that have the potential to reduce costly water- and energy-intensive processing associated with producing protein concentrates and isolates, alleviating supply constraints to help bring plant-based proteins to scale. Their Fresh Business is being built to serve the growing consumer interest in the convergence between food and health. Today this segment includes their subsidiary, J&J Produce, Inc., where they sell fresh produce products to major retail and food service customers. They have initiated the establishment of research and development operations where they intend to use their CropOS® platform to unlock flavor, nutrition, and sustainability benefits in fresh produce over the long-term.
Based on its due diligence investigations of Benson Hill and the industry in which it operates, including the financial and other information provided by Benson Hill in the course of their negotiations in connection with the merger agreement, STPC believes that Benson Hill aligns well with the objectives laid out in its investment thesis which focused on identifying a business that is a market leader in, and/or benefitting from the increasing global initiatives to improve sustainability and/or reduce global emissions.
Consistent with STPC’s objectives, Benson Hill’s mission is to create food made better from the beginning. As a result, STPC believes that a merger with Benson Hill will provide STPC stockholders with an opportunity to participate in the ownership of a publicly-listed company with significant growth potential at an attractive valuation. See the section entitled “The Merger — Recommendation of the STPC Board of Directors and Reasons for the Merger.”
Q:
DID THE STPC BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?
A:
STPC’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the merger. STPC’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of STPC’s financial advisors, enabled them to make the necessary analyses and determinations regarding the merger. In addition, STPC’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of STPC’s board of directors and advisors in valuing Benson Hill’s business.
Q:
DO I HAVE REDEMPTION RIGHTS?
A:
If you are a holder of Class A Common Stock, you have the right to demand that STPC redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of STPC’s IPO, as of two (2) business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to STPC to pay taxes) upon the closing of the transactions contemplated by the merger agreement (such rights, “redemption rights”).
Notwithstanding the foregoing, a holder of Class A Common Stock, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Class A Common Stock. Accordingly, no shares of Class A Common Stock in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will be redeemed.
 
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Holders of the outstanding public warrants of STPC do not have redemption rights with respect to such warrants in connection with the transactions contemplated by the Business Combination Proposal.
Under STPC’s Existing Charter, the merger may be consummated only if STPC has at least $5,000,001 of net tangible assets after giving effect to all holders of Class A Common Stock that properly demand redemption of their shares for cash.
Q:
WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?
A:
No. You may exercise your redemption rights whether you vote your shares of Class A Common Stock for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Class A Common Stock and no longer remain stockholders and the merger may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. With fewer shares of Class A Common Stock and public stockholders, the trading market for Class A Common Stock may be less liquid than the market for Class A Common Stock prior to the merger and STPC may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into New Benson Hill’s business will be reduced and the amount of working capital available to New Benson Hill following the merger may be reduced. Your decision to exercise your redemption rights with respect to shares of Class A Common Stock will have no effect on public warrants of STPC you may also hold.
Q:
HOW DO I EXERCISE MY REDEMPTION RIGHTS?
A:
If you are a holder of Class A Common Stock and wish to exercise your redemption rights, you must demand that STPC redeem your shares for cash no later than 5:00 p.m., Eastern Time, on the second business day preceding the vote on the Business Combination Proposal by delivering your stock to STPC’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the STPC Special Meeting. Any holder of Class A Common Stock will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $402.6 million, or $10.00 per share, as of June 30, 2021). Such amount, including interest earned on the funds held in the Trust Account and not previously released to STPC to pay its taxes, will be paid promptly upon consummation of the merger. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of STPC’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.
Any request for redemption, once made by a holder of Class A Common Stock, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the STPC Special Meeting. If you deliver your shares for redemption to STPC’s transfer agent and later decide prior to the STPC Special Meeting not to elect redemption, you may request that STPC’s transfer agent return the shares (physically or electronically).
Any corrected or changed proxy card or written demand of redemption rights must be received by STPC’s transfer agent prior to the vote taken on the Business Combination Proposal at the STPC Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent no later than 5:00 p.m., Eastern Time, on the second business day prior to the vote at the STPC Special Meeting.
If a holder of Class A Common Stock properly makes a request for redemption and the shares of Class A Common Stock are delivered as described to STPC’s transfer agent as described herein, then, if the merger is consummated, STPC will redeem these shares for a pro rata portion of funds deposited
 
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in the Trust Account. If you exercise your redemption rights, then you will be exchanging your shares of Class A Common Stock for cash.
For a discussion of the material U.S. federal income tax considerations for holders of Class A Common Stock with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders” beginning on page 207 and "Material U.S. Federal Income Tax Consequences — Tax Consequences to Non-U.S. Holders" beginning on page 211.
Q:
HOW DO REDEMPTIONS AFFECT THE VALUE OF MY NEW BENSON HILL COMMON STOCK?
A:
The value of shares of New Benson Hill Common Stock held by a non-redeeming STPC public stockholder may be impacted by the number of shares that are redeemed, as well as other events that may significantly dilute the value of such shares of New Benson Hill Common Stock. For example, the following table shows, as of June 30, 2021, the potential impact of varying levels of redemptions and certain dilutive events on the per share value of the New Benson Hill Common Stock held by non-redeeming STPC public stockholders, in each case assuming an enterprise value of $1.35 billion for New Benson Hill upon consummation of the merger (which assumed enterprise valuation does not include the Exercise Price Options, which accordingly are not reflected in the table below).
No Redemption
Scenario
50% Redemption
Scenario
Maximum
Redemption
Scenario
Shares held by Benson Hill Stockholders(1)
119,278,527 119,278,527 119,278,527
STPC Public Shares
40,250,000 20,125,000
STPC Founder Shares(2)
8,066,000 8,066,000 8,066,000
PIPE Shares
22,500,000 22,500,000 22,500,000
Total Shares (projected to be issued and outstanding)
190,094,527 169,969,527 149,844,527
Implied Value Per Share
Shares issued and outstanding(3)
$ 10.40 $ 10.45 $ 10.51
Shares issued, outstanding and fully diluted(4)
$ 10.07 $ 10.08 $ 10.09
Shares issued, outstanding, fully diluted assuming full earn out(5)
$ 9.16 $ 9.09 $ 8.99
Effective Deferred Underwriting Fee(6)
Shares issued and outstanding
$ 0.07 $ 0.08 $ 0.09
Shares issued, outstanding and fully diluted
$ 0.06 $ 0.07 $ 0.08
Shares issued, outstanding, fully diluted assuming full earn out
$ 0.06 $ 0.06 $ 0.07
(1)
Excludes 17,562,680 Earn Out Shares and 2,037,320 Earn Out Awards.
(2)
Excludes 1,996,500 Sponsor Earn Out Shares.
(3)
Calculation of implied value per share assumes (i) enterprise value of $1.35 billion of Benson Hill upon consummation of the merger, (ii) $225.0 million of cash proceeds received from the PIPE Investment upon consummation of the merger, (iii) approximately $402.6 million of funds in the Trust Account immediately prior to any redemptions, (iv) no exercise of the 16,615,954 public warrants and Private Placement Warrants that will remain outstanding after consummation of the merger regardless of the level of redemptions, and (v) no issuance of the 10,721,415 Net New Benson Hill Options.
(4)
Calculation of implied value per share assumes (i) enterprise value of $1.35 billion upon consummation of the merger, (ii) $225.0 million of cash proceeds received from the PIPE Investment upon consummation of the merger, (iii) approximately $402.6 million of funds in the Trust Account immediately prior to any redemptions, (iv) exercise of the 16,615,954 public warrants and Private Placement Warrants that will remain outstanding after consummation of the merger regardless of the level of redemptions and (v) all of the 10,721,415 Net New Benson Hill Options are issued.
 
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(5)
Calculation of implied value per share assumes (i) enterprise value of $1.35 billion upon consummation of the merger, (ii) $225.0 million of cash proceeds received from the PIPE Investment upon consummation of the merger, (iii) approximately $402.6 million of funds in the Trust Account immediately prior to any redemptions, (iv) exercise of the 16,615,954 public warrants and Private Placement Warrants that will remain outstanding after consummation of the merger regardless of the level of redemptions, (v) all of the 10,721,415 Net New Benson Hill Options are issued, (vi) 17,562,680 Earn Out Shares, (vii) 1,996,500 Sponsor Earn Out Shares and (viii) 2,037,320 Earn Out Awards.
(6)
Reflects $14,087,500 in deferred underwriting fees in connection with STPC’s initial public offering.
The foregoing table is provided for illustrative purposes only and there can be no assurance that the New Benson Hill Common Stock will trade at the illustrative per share values set forth therein, regardless of the levels of redemption. See ‘‘Risk Factors — Additional Risks Relating to Ownership of New Benson Hill Common Stock Following the Merger — New Benson Hill’s stock price may change significantly following the merger and you could lose all or part of your investment as a result.’’ Further, we have not received any indications from stockholders regarding their intentions to redeem or retain their shares of Class A Common Stock upon consummation of the merger and have not formulated any expectation as to which, if any, of the illustrative scenarios included in the foregoing table is most likely.
Q:
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE MERGER?
A:
The net proceeds of STPC’s IPO, together with funds raised from the private sale of warrants simultaneously with the consummation of STPC’s IPO, were placed in the Trust Account immediately following STPC’s IPO. After consummation of the merger, the funds in the Trust Account will be used to pay holders of the Class A Common Stock who exercise redemption rights, to pay fees and expenses incurred in connection with the merger (including aggregate fees of approximately $14,087,500 as deferred underwriting commissions related to STPC’s IPO) and for New Benson Hill’s working capital and general corporate purposes, which may include future strategic transactions.
Q:
WHAT HAPPENS IF THE MERGER IS NOT CONSUMMATED?
A:
If STPC does not complete the merger with Benson Hill for any reason, STPC would search for another target business with which to complete a business combination. If STPC does not complete the merger with Benson Hill or another target business by January 8, 2023, STPC must redeem 100% of the outstanding shares of Class A Common Stock, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of outstanding shares of Class A Common Stock. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its Founder Shares (as defined herein) will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to STPC’s outstanding warrants. Accordingly, such warrants will expire worthless.
Q:
HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?
A:
The Sponsor owns of record and is entitled to vote an aggregate of approximately 20% of the outstanding shares of STPC common stock. Pursuant to an agreement among the Sponsor, STPC’s officers and directors have entered into an agreement with STPC (the “Letter Agreement”), the Sponsor has agreed to vote any Founder Shares and any shares of Class A Common Stock held by it as of the STPC record date, in favor of the proposals. See “Other Agreements — STPC Letter Agreement,” beginning on page 189 of this proxy statement/prospectus.
Q:
WHAT CONSTITUTES A QUORUM AT THE STPC SPECIAL MEETING?
A:
A majority of the voting power of the issued and outstanding STPC common stock entitled to vote at the STPC Special Meeting as of the STPC record date must be present virtually or by proxy, at the STPC Special Meeting to constitute a quorum and in order to conduct business at the STPC Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Founder Shares, who currently own approximately 20% of the issued and outstanding shares of STPC common stock, will count towards this quorum. In the absence of a quorum,
 
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the chairman of the STPC Special Meeting has power to adjourn the STPC Special Meeting. As of the STPC record date, 25,156,251 shares of STPC common stock would be required to achieve a quorum.
Q:
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE STPC SPECIAL MEETING?
A:
Proposal No. 1 — The Business Combination Proposal:   The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Business Combination Proposal. Accordingly, a stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Business Combination Proposal.
Proposals No. 2 through No. 5 — The Charter Proposals:   The affirmative vote of the holders of a majority of the then-outstanding shares of STPC common stock, voting together as a single class, and the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting separately as a single class, is required to approve the Charter Proposals. Accordingly, a stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have the same effect as a vote “AGAINST” each of the Charter Proposals.
Proposal No. 6 — The NYSE Proposal:   The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the NYSE Proposal. Accordingly, under Delaware law, a stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the NYSE Proposal. For purposes of NYSE rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.
Proposal No. 7 — The Incentive Plan Proposal:   The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Incentive Plan Proposal. Accordingly, under Delaware law, a stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the Incentive Plan Proposal. For purposes of NYSE rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.
Proposal No. 8 — The Adjournment Proposal:   The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class, regardless of whether a quorum is present, is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.
Q:
DO ANY OF STPC’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF STPC STOCKHOLDERS?
A:
STPC’s executive officers and certain non-employee directors may have interests in the merger that may be different from, or in addition to, the interests of STPC stockholders generally. The STPC board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the merger agreement and in recommending that the merger agreement and the transactions contemplated thereby be approved by the stockholders of STPC. See “The Merger — Interests of STPC’s Directors and Executive Officers in the Merger” beginning on page 167 of this proxy statement/prospectus.
Q:
WHAT DO I NEED TO DO NOW?
A:
After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the STPC Special
 
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Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.
Q:
HOW DO I VOTE?
A:
If you are a stockholder of record of STPC as of August 9, 2021, the record date for the STPC Special Meeting, you may submit your proxy before the STPC Special Meeting in any of the following ways, if available:

use the toll-free number shown on your proxy card;

visit the website shown on your proxy card to vote via the Internet; or

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
Stockholders who choose to participate in the STPC Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/starpeakcorpii/2021.
You will need the control number that is printed on your proxy card to enter the STPC Special Meeting. STPC recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the STPC Special Meeting starts.
If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the STPC Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.
Q:
WHEN AND WHERE IS THE STPC SPECIAL MEETING?
A:
The STPC Special Meeting of stockholders will be held on September 28, 2021, unless postponed or adjourned to a later date. In light of the novel coronavirus disease (referred to as “COVID-19”) pandemic and to support the well-being of STPC’s stockholders and partners, the STPC Special Meeting will be completely virtual. All STPC stockholders as of the STPC record date, or their duly appointed proxies, may attend the STPC Special Meeting. Registration will begin on September 25, 2021 at 9:00 a.m. Eastern Time.
Q:
HOW CAN STPC’S STOCKHOLDERS ATTEND THE SPECIAL MEETING?
A:
As a registered stockholder, you received a Notice and Access instruction form or proxy card from Continental Stock Transfer & Trust Company (“CST”). Both forms contain instructions on how to attend the virtual STPC Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact CST at the phone number or e-mail address below. CST’s contact information is as follows: +1 (917) 262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the virtual STPC Special Meeting three days prior to the meeting date starting September 25, 2021 at 9:00 a.m. Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/starpeakcorpii/2021, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting. STPC recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the STPC Special Meeting starts.
Beneficial investors, who own their investments through a bank or broker, will need to contact CST to receive a control number. If you plan to vote at the STPC Special Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote CST will issue you a guest control number with proof of ownership. Either way you must contact CST for specific instructions on how to receive the control number. We can be contacted at the number or email address above.
Please allow up to 72 hours prior to the meeting for processing your control number.
 
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If you do not have internet capabilities, you can listen only to the meeting by dialing +1 (877) 770-3647 (toll-free) when prompted enter the pin number 21587506#. This is listen-only, you will not be able to vote or enter questions during the meeting.
Q:
WHY IS THE SPECIAL MEETING A VIRTUAL MEETING?
A:
STPC has decided to hold the STPC Special Meeting virtually due to the COVID-19 pandemic; STPC is sensitive to the public health and travel concerns of STPC’s stockholders and employees and the protocols that federal, state and local governments may impose. STPC believes that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.
Q:
WHAT IF DURING THE CHECK-IN TIME OR DURING THE SPECIAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?
A:
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log in page.
Q:
WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A “STREET NAME” HOLDER?
A:
If your shares are registered directly in your name with STPC’s transfer agent, CST, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.
Q:
IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?
A:
If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares.
Please follow the voting instructions provided by your broker, bank or other nominee. Please not that you may not vote shares held in “street name” by returning a proxy card directly to STPC or by voting online at the STPC Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.
Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. We believe the proposals presented to the stockholders at the STPC Special Meeting will be considered non-routine and, therefore, your broker, bank, or other nominee cannot vote your shares without your instruction on any of the proposals presented at the STPC Special Meeting. If you do not submit voting instructions, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.
A broker non-vote will be the equivalent of a vote “AGAINST” the Charter Proposals, but will not have any effect on the outcome of any other proposals.
 
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Q:
WHAT HAPPENS IF I SELL MY SHARES OF CLASS A COMMON STOCK BEFORE THE STPC SPECIAL MEETING?
A:
The record date for the STPC Special Meeting will be earlier than the date of the consummation of the merger. If you transfer your shares of Class A Common Stock after the record date, but before the STPC Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the STPC Special Meeting. However, you will not be able to seek redemption of your shares of Class A Common Stock because you will no longer be able to deliver them for cancellation upon the consummation of the merger in accordance with the provisions described herein.
If you transfer your shares of Class A Common Stock prior to the STPC record date, you will have no right to vote those shares at the STPC Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.
Q:
WHAT ARE THE RECOMMENDATIONS OF THE STPC BOARD OF DIRECTORS?
A:
The STPC board of directors believes that the Business Combination Proposal and the other proposals to be presented at the STPC Special Meeting are in the best interest of STPC and its stockholders and unanimously recommends that STPC’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal (if necessary).
Q:
WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?
A:
If you sign and return your proxy card without indicating how to vote on any particular proposal, the STPC stock represented by your proxy will be voted as recommended by the STPC board of directors with respect to that proposal.
Q:
WHAT IF I ATTEND THE STPC SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?
A:
At the STPC Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present.
For purposes of approval, a failure to vote or an abstention will have no effect on the Business Combination Proposal and the Adjournment Proposal. However, an abstention or failure to vote will have the same effect as a vote “AGAINST” the Charter Proposals. In addition, for purposes of the NYSE Proposal and the Incentive Plan Proposal, the NYSE considers an abstention vote as a “vote cast”, and therefore, an abstention will have the same effect as a vote “AGAINST” such proposals, while a failure to vote will have no effect on these two proposals.
Q:
MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?
A:
Yes. You may change your vote at any time before your proxy is voted at the STPC Special Meeting.
You may do this in one of three ways:

filing a notice with the corporate secretary of STPC;

mailing a new, subsequently dated proxy card; or

by attending the STPC Special Meeting virtually and electing to vote your shares online.
If you are a stockholder of record of STPC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Star Peak Corp II, 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201, and it must be received at any time before the vote is taken at the STPC Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 11:59 p.m. Eastern Time on September 27, 2021, or by voting online at the STPC Special Meeting. Simply attending the STPC Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of
 
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STPC common stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.
Q:
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE STPC SPECIAL MEETING?
A:
If you fail to take any action with respect to the STPC Special Meeting and the merger is approved by stockholders and consummated, you will continue to be a stockholder of STPC. Failure to take any action with respect to the STPC Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the STPC Special Meeting and the merger is not approved, you will continue to be a stockholder of STPC while STPC searches for another target business with which to complete a business combination.
Q:
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
A:
Stockholders may receive more than one (1) set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one (1) brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one (1) name, you will receive more than one (1) proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Q:
WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?
A:
If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali, STPC’s proxy solicitor, toll-free at (800) 662-5200 (banks and brokers call (203) 658-9400) or email Morrow Sodali at STPC.info@investor.morrowsodali.com.
 
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SUMMARY
This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.
The Merger and the Merger Agreement (pages 148 and 172)
The terms and conditions of the merger are contained in the merger agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the merger agreement carefully, as it is the legal document that governs the merger.
If the merger agreement is approved and adopted and the merger is subsequently completed, Merger Sub will merge with and into Benson Hill, with Benson Hill surviving the merger as a wholly-owned subsidiary of STPC.
Merger Consideration (page 172)
At the effective time of the merger, each outstanding share of Existing Benson Hill Common Stock, including common stock held by prior owners of Benson Hill Preferred Stock and Benson Hill Warrants (other than shares owned by Benson Hill as treasury stock and dissenting shares) will be cancelled and converted into the right to receive a pro rata portion (on a fully-diluted basis) of approximately 147,562,680 shares of New Benson Hill Common Stock (including 130,000,000 shares of New Benson Hill Common Stock, 8,781,340 $14 Earn Out Shares and 8,781,340 $16 Earn Out Shares) (including the portion of such shares of New Benson Hill Common Stock reserved for issuance upon the future exercise of any Net New Benson Hill Options and any New Benson Hill Warrants after the closing in accordance with the merger agreement). In addition to the foregoing, Earn Out Awards with a value equivalent to 2,037,320 shares of New Benson Hill Common Stock will be granted under the Incentive Plan to certain holders of Benson Hill Options. The number of Earn Out Shares and Earn Out Awards may be adjusted prior to the closing of the merger on a one-for-one basis pursuant to the terms and subject to the conditions set forth in the merger agreement such that the number of shares of New Benson Hill Common Stock issued as Earn Out Shares or being reserved for or subject to the Earn Out Awards granted shall not exceed 19,600,000 shares of New Benson Hill Common Stock in the aggregate. In addition, a portion of the New Benson Hill Common Stock shares reserved for issuance under the Incentive Plan shall be used to grant the Exercise Price Options.
Recommendation of the Benson Hill Board of Directors and Reasons for the Merger (page 162)
After consideration, the Benson Hill board of directors adopted resolutions determining that the merger agreement, the merger and the other transactions contemplated by the merger agreement were advisable and in the best interests of Benson Hill and its stockholders, authorizing and approving the merger agreement, the merger and the transactions contemplated thereby and directing that the merger agreement be submitted to the holders of Existing Benson Hill Common Stock and Benson Hill Preferred Stock for consideration. The Benson Hill board of directors recommends that Benson Hill stockholders adopt the merger agreement by submitting a written consent and thereby approve the merger and the other transactions contemplated by the merger agreement.
For a description of various factors considered by the Benson Hill board of directors in reaching its decision to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, see the section titled “The Merger — Recommendation of the Benson Hill Board of Directors and Reasons for the Merger” beginning on page 162.
Recommendation of the STPC Board of Directors and Reasons for the Merger (page 164)
The STPC board of directors has unanimously determined that the merger, on the terms and conditions set forth in the merger agreement, is advisable and in the best interests of STPC and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the STPC Special Meeting on the date and at the time and place set forth in this proxy
 
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statement/prospectus. The STPC board of directors unanimously recommends that STPC’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal (if necessary). See “The Merger — Recommendation of the STPC Board of Directors and Reasons for the Merger” beginning on page 164.
STPC Special Meeting of Stockholders (page 70)
The STPC Special Meeting will be held on September 28, 2021, at 11:00 a.m. Eastern Time, via a virtual meeting. At the STPC Special Meeting, STPC stockholders will be asked to approve the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if necessary).
The STPC board of directors has fixed the close of business on August 9, 2021 (“STPC record date”) as the record date for determining the holders of STPC common stock entitled to receive notice of and to vote at the STPC Special Meeting. As of the STPC record date, there were 40,250,000 shares of Class A Common Stock and 10,062,500 shares of Class B Common Stock outstanding and entitled to vote at the STPC Special Meeting held by holders of record. Each share of STPC common stock entitles the holder to one (1) vote at the STPC Special Meeting on each proposal to be considered at the STPC Special Meeting. As of the STPC record date, the Sponsor and STPC’s directors and executive officers and their affiliates owned and were entitled to vote 10,062,500 shares of STPC common stock, representing approximately 20% of the shares of STPC common stock outstanding on that date. STPC currently expects that the Sponsor and its directors and officers will vote their shares in favor of the proposals set forth in this proxy statement/prospectus, and, pursuant to an agreement entered into in connection with STPC’s IPO, the Sponsor and STPC’s directors have agreed to do so. As of the STPC record date, Benson Hill did not beneficially hold any shares of STPC common stock.
A majority of the voting power of the issued and outstanding STPC common stock entitled to vote at the STPC Special Meeting must be present, online or represented by proxy, at the STPC Special Meeting to constitute a quorum and in order to conduct business at the STPC Special Meeting.
Approval of the Business Combination Proposal, the NYSE Proposal and the Incentive Plan Proposal require the affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present.
Approval of the Charter Proposals requires the affirmative vote of the holders of a majority of the then-outstanding shares of STPC common stock, voting together as a single class, and the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting separately as a single class. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class, regardless of whether a quorum is present. The STPC board of directors has already approved each of the proposals.
If STPC stockholders fail to approve the Business Combination Proposal or the NYSE Proposal or, unless otherwise waived by Benson Hill and STPC in accordance with the merger agreement, the Charter Proposals or the Incentive Plan Proposal, the merger will not occur. The Charter Proposals and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.
STPC’s Directors and Executive Officers Have Financial Interests in the Merger (page 167)
Certain of STPC’s executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of STPC’s stockholders. The members of the STPC board of directors were aware of and considered these interests, among other matters, when they approved the merger agreement and recommended that STPC stockholders approve the proposals required to effect the merger. See “The Merger — Interests of STPC Directors and Executive Officers in the Merger” beginning on page 167.
 
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Treatment of Benson Hill Equity Awards (page 173)
As of the effective time, each Benson Hill Option, whether vested or unvested, and each Benson Hill Warrant, in each case, that is outstanding immediately prior to the effective time will, by virtue of the occurrence of the effective time and without any action on the part of Benson Hill, STPC or any holder of Benson Hill equity thereof, be assumed and converted into a New Benson Hill Option (an “Assumed Option”) or a New Benson Hill Warrant (an “Assumed Warrant”). Each Assumed Option will be converted into an option with respect to a number of shares of New Benson Hill Common Stock equal to the number of shares of Existing Benson Hill Common Stock subject to such Benson Hill Option immediately prior to the effective time multiplied by the exchange ratio set forth in the merger agreement (rounded down to the nearest whole share) and at an exercise price per share of New Benson Hill Common Stock equal to the exercise price per share of Existing Benson Hill Common Stock subject to such Benson Hill Option divided by the exchange ratio set forth in the merger agreement (rounded up to the nearest whole cent). Each Assumed Warrant will be converted into a warrant with respect to the number of shares of New Benson Hill Common Stock equal to the number of shares of Existing Benson Hill Common Stock subject to such Benson Hill Warrant immediately prior to the effective time multiplied by the exchange ratio set forth in the merger agreement (rounded down to the nearest whole share) and at an exercise price per share of New Benson Hill Common Stock equal to the exercise price per share of Existing Benson Hill Common Stock subject to such Benson Hill Warrant divided by the exchange ratio set forth in the merger agreement (rounded up to the nearest whole cent). A portion of the shares of New Benson Hill Common Stock comprising merger consideration will be reserved for issuance upon exercise of certain outstanding options and warrants to purchase capital stock of Benson Hill that remain outstanding after the merger.
Regulatory Approval Required for the Merger (page 169)
Completion of the merger is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). STPC and Benson Hill agreed to use their reasonable best efforts to obtain all required regulatory approvals. Under the HSR Act, and related rules, the transactions may not be completed until notifications have been filed with and certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (the “FTC”) and all statutory waiting period requirements have been satisfied. STPC and Benson Hill filed Notification and Report Forms with the Antitrust Division and the FTC on May 21, 2021. The waiting period expired at 11:59 p.m. (ET) on June 21, 2021. The regulatory approval to which completion of the merger is subject is described in more detail in the section of this proxy statement/prospectus entitled “Regulatory Approval Required For The Merger” beginning on page 169.
Conditions to the Merger (page 185)
Conditions to Each Party’s Obligations
The respective obligations of each of Benson Hill and STPC to complete the merger are subject to the satisfaction, or waiver, of the following conditions:

the applicable waiting period under the HSR Act in respect of the transactions contemplated by the merger agreement and the ancillary documents thereto, and any agreement with any governmental entity not to consummate the transactions contemplated by the merger agreement and the ancillary documents thereto, shall have expired, been terminated or obtained;

no governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the transactions contemplated by the merger agreement and the ancillary documents thereto shall be in effect, threatened or pending;

the registration statement of which this proxy statement/prospectus forms a part shall have become effective under the Securities Act of 1933, as amended (the “Securities Act”), no stop order shall have been issued by the SEC and shall remain in effect with respect to the registration statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;
 
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the New Benson Hill Common Stock to be issued pursuant to the merger agreement shall be listed on the NYSE upon closing and shall otherwise satisfy the applicable listing requirements of the NYSE (including with respect to the minimum number of round lot holders);

the approval by the STPC stockholders of the Business Combination Proposal, the Charter Proposals, the NYSE Proposal and the Incentive Plan Proposal (the “STPC Stockholder Approval”);

the approval by the Benson Hill stockholders of the Business Combination Proposal shall have been obtained and remain in full force and effect;

the aggregate transaction proceeds shall be greater than or equal to $225,000,000 (the “Minimum Cash Condition”);

STPC shall have at least $5,000,001 of net tangible assets following the exercise of the redemption of STPC public shares (as defined herein) in accordance with STPC’s governing documents; and

the use of reasonable best efforts to cause the merger to constitute a transaction treated as a “reorganization” within the meaning of Section 368(a) of the Code.
Conditions to Obligations of STPC
The obligation of STPC to complete the merger is also subject to the satisfaction, or waiver by Benson Hill, of the following conditions:

the accuracy of the representations and warranties of Benson Hill as of the date of the merger agreement and as of the closing (subject to customary materiality qualifiers);

each of the covenants of Benson Hill to be performed or complied with at or prior to the closing shall have been performed or complied with in all material respects;

no material adverse effect with respect to Benson Hill shall have occurred which is continuing and uncured;

the receipt by STPC of, among other required deliverables: (i) a certificate signed by an officer of Benson Hill certifying that the three preceding conditions have been satisfied; (ii) good standing certificates; and (iii) copies of the duly executed IRA (as defined herein), exchange agent agreement and earn out escrow agreement;

evidence, in form and substance reasonably satisfactory to STPC, that all equity rights to Benson Hill’s subsidiaries have been terminated; and

the conversion of the Benson Hill preferred stock shall have occurred.
Conditions to Obligations of Benson Hill
The obligation of Benson Hill to complete the merger is also subject to the satisfaction or waiver by Benson Hill of the following conditions:

the accuracy of the representations and warranties of STPC as of the date of the merger agreement and as of the closing (subject to customary materiality qualifiers);

each of the covenants of STPC to be performed or complied with at or prior to the closing shall have been performed or complied with in all material respects;

there shall not have occurred any amendment or modification to the waiver agreement, other than as consented to in writing by Benson Hill; and

the receipt by Benson Hill of, among other required deliverables: (i) a certificate signed by an officer of STPC certifying that the first two preceding conditions have been satisfied; (ii) good standing certificates; (iii) copies of the duly executed IRA, post-signing lock-up agreements and exchange agent agreement; and (iv) evidence that the Second Amended and Restated Charter of STPC in the form included in the merger agreement has been filed with the Secretary of State of Delaware.
 
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Exclusive Dealing (page 179)
From the date of the execution of the merger agreement until the earlier of the closing of the merger agreement or the termination of the merger agreement in accordance with its terms, except for certain equity capital that Benson Hill is currently in the process of raising, Benson Hill will not, and will cause its controlled affiliates and representatives, and its and such controlled affiliates’ respective directors, officers, employees, accountants, consultants, advisors, attorneys and agents acting on behalf of Benson Hill not to, directly or indirectly: (i) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO or recapitalization of Benson Hill or its subsidiaries, or any of their respective securities, business, properties or assets, in each case, that would require Benson Hill to abandon the transactions contemplated by the merger agreement (each such transaction prohibited by this sentence, an “Acquisition Proposal”); (ii) furnish or disclose any non-public information of Benson Hill to any person in connection with an Acquisition Proposal; (iii) enter into any contract regarding an Acquisition Proposal; (iv) prepare a public offering of any equity securities of Benson Hill or any of its subsidiaries; or (v) otherwise cooperate in any way with, or assist or knowingly participate in, or knowingly facilitate or knowingly encourage any effort to do any of the foregoing or further an Acquisition Proposal; provided, that the foregoing will not restrict Benson Hill’s board of directors from changing its recommendation to the Pre-Closing Holders in favor of the approval and adoption of the merger agreement and the merger prior to the date on which the written consent of Benson Hill’s stockholders approving the merger and the merger agreement is delivered if, following the receipt of a superior proposal by Benson Hill, the Benson Hill board of directors determines in good faith that the failure to so change its recommendation as a result of such superior proposal would be inconsistent with its fiduciary duties to the Benson Hill stockholders under applicable law (a “Company Change in Recommendation”); provided, further, that Benson Hill (to the extent lawful and reasonably practicable) will first provide STPC at least forty-eight (48) hours prior written notice of any such Company Change in Recommendation.
Notwithstanding any Company Change in Recommendation or the making of any Acquisition Proposal, unless the merger agreement has been validly terminated, (A) in no event will Benson Hill or any of its subsidiaries enter into any letter of intent or contracts with respect to an Acquisition Proposal, (B) Benson Hill will otherwise remain subject to the terms of the merger agreement, including Benson Hill’s obligation to take all actions necessary to cause the written consent approving the merger agreement and the merger to be duly executed and delivered, and (C) Benson Hill will not release any third-party from, or waive, amend or modify any standstill or confidentiality provision with respect to an Acquisition Proposal involving the sale of more than 50% of the voting securities of Benson Hill or 50% or more the consolidated net revenue, net income or assets of Benson Hill and its subsidiaries.
From the date of the execution of the merger agreement until the earlier of the closing of the merger agreement or the termination of the merger agreement in accordance with its terms, STPC and Merger Sub shall not, and each of them shall cause their representatives not to on behalf of the STPC and Merger Sub, directly or indirectly: (i) accept, initiate, respond to, knowingly encourage, solicit, negotiate, provide information with respect to or discuss other offers with respect to any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination with any person other than the Company and its representatives (each, a “STPC Proposal”), (ii) issue or execute any contract, indication of interest, memorandum of understanding, letter of intent, or any other similar agreement with respect to a STPC Proposal, (iii) commence, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way in connection with a STPC Proposal, or (iv) commence, continue or renew any due diligence investigation regarding a STPC Proposal.
Notwithstanding any Company Change in Recommendation or the making of any Acquisition Proposal, unless the merger agreement has been validly terminated, (A) in no event shall STPC or Merger Sub execute or enter into any letter of intent or contracts relating to any STPC Proposal or terminate the merger agreement in connection therewith, and (B) STPC and Merger Sub shall otherwise remain subject to the terms of the merger agreement.
Termination (page 186)
The merger agreement may be terminated by written consent of each of STPC and Benson Hill, or as set forth in this section.
 
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Mutual termination rights.
The merger agreement may be terminated by either STPC or Benson Hill:

by written consent of Benson Hill and STPC;

by written notice from either Benson Hill or STPC to the other if the STPC Special Meeting has been held (including any adjournment or postponement thereof), has concluded, STPC’s stockholders have duly voted, and the approval of the merger agreement and the transactions contemplated thereby are not obtained;

by written notice from either Benson Hill or STPC to the other if the closing has not occurred on or prior to February 28, 2022 (subject to a two-month extension as a result in delays in obtaining necessary regulatory or stock exchange approvals) for any reason other than delay and/or nonperformance of the party seeking such termination;

by written notice from either Benson Hill or STPC to the other if a governmental authority has issued an order or taken an action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the merger agreement or any ancillary document and such order has become final and nonappealable; or

by either STPC or the Company if the STPC Special Meeting has been held (including any adjournment or postponement thereof), has concluded, STPC’s stockholders have duly voted, and the STPC Stockholder Approval was not obtained.
Benson Hill termination rights.
The merger agreement may be terminated by Benson Hill if:

by written notice to STPC from Benson Hill, if Benson Hill is not in breach of the closing conditions applicable to it in the merger agreement and if the representations and warranties of either of STPC or Merger Sub are not true and correct or if either of STPC or Merger Sub has failed to perform any covenant or agreement to be performed by STPC or Merger Sub, as applicable, in such a way that the conditions to closing in the merger agreement would not be satisfied and such breach or breaches are not or cannot be cured before the earlier of (i) thirty (30) days after written notice of any such breach is delivered to STPC and (ii) February 28, 2022 (subject to a two-month extension as a result in delays in obtaining necessary regulatory or stock exchange approvals).
STPC termination rights.
The merger agreement may be terminated by STPC if:

the written consent of the Benson Hill stockholders approving and adopting the merger agreement and the merger is not received by Benson Hill within ten (10) business days after this proxy statement/prospectus is declared effective by the SEC; or

by written notice to Benson Hill from STPC, if neither STPC nor Merger Sub is in breach of the closing conditions applicable to STPC in the merger agreement and if the representations and warranties of Benson Hill are not true and correct or if Benson Hill has failed to perform any covenant or agreement to be performed by Benson Hill in such a way that the conditions to closing in the merger agreement would not be satisfied and such breach or breaches are not or cannot be cured before the earlier of (i) thirty (30) days after written notice of any such breach is delivered to Benson Hill and (ii) February 28, 2022 (subject to a two-month extension as a result in delays in obtaining necessary regulatory or stock exchange approvals).
Other Agreements (page 189)
STPC Letter Agreement
Pursuant to the terms of a letter agreement (the “Letter Agreement”) entered into with STPC, the Sponsor and STPC’s officers and directors have agreed to vote shares representing approximately 20% of
 
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the aggregate voting power of the STPC common stock in favor of the Business Combination Proposal. The Sponsor, STPC’s officers and directors and their permitted transferees own at least 20% of its outstanding common stock entitled to vote thereon. The quorum and voting thresholds at the STPC Special Meeting and the Letter Agreement may make it more likely that STPC will consummate the merger. In addition, pursuant to the terms of the Letter Agreement, the Sponsor and STPC’s officers and directors have agreed to waive their redemption rights with respect to any Founder Shares and any shares of Class A Common Stock held by them in connection with the completion of a business combination. See “Other Agreements — STPC Letter Agreement” beginning on page 189.
Subscription Agreements
In connection with the execution of the merger agreement, each of STPC and certain third-party investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Agreements”) pursuant to which the PIPE Investors have respectively subscribed for 22.5 million shares of Class A Common Stock of STPC to be issued immediately following the effective time of the merger. The obligations to consummate the subscriptions contemplated by the PIPE Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the merger as set forth in the PIPE Agreements. See “Other Agreements — Subscription Agreements” beginning on page 189.
Support Agreements
Concurrent with the execution of the merger agreement, certain holders representing approximately 67% of the outstanding shares of Existing Benson Hill Common Stock and Benson Hill Preferred Stock (determined on an as-converted basis) (“supporting holders”) entered into support agreements (the “support agreements”) with STPC. Under the support agreements, the supporting holders agreed, among other things, to execute and deliver a written consent adopting and approving the merger agreement and the merger within two (2) business days after the date on which this proxy statement/prospectus is declared effective by the SEC. As of the execution date of the merger agreement, the current directors and executive officers of Benson Hill held approximately 2.53% of the outstanding shares of Existing Benson Hill Common Stock and Benson Hill Preferred Stock (determined on an as-converted basis) and entered into support agreements with respect to such shares. See “Other Agreements — Support Agreements” beginning on page 189.
Investor Rights Agreement
In connection with the consummation of the merger, New Benson Hill will enter into an investor rights agreement (the “IRA”) with STPC, the holders of Founder Shares (including the Sponsor) and certain equityholders of Benson Hill, which will provide for customary “demand” and “piggyback” registration rights for certain stockholders. The IRA will also provide the Sponsor with certain director designation rights for three years following the closing. The IRA will become effective upon the consummation of the merger. See “Other Agreements — Investor Rights Agreement” beginning on page 190.
Sponsor Support Agreement
Concurrent with the execution of the merger agreement, STPC entered into a support agreement with the Sponsor and certain other holders of Founder Shares (the “Class B Holders”) pursuant to which (i) the Class B Holders agreed to vote any shares of STPC common stock owned by them in favor of the transactions contemplated by the merger agreement, (ii) the Sponsor agreed to convert 1,996,500 shares of its Class B Common Stock into New Benson Hill Common Stock subject to substantially the same terms and restrictions as apply to Earn Out Shares (but which are not held in escrow) (the “Sponsor Earn Out Shares”) and (iii) on behalf of itself and the other Class B Holders, Sponsor has agreed to waive certain of their anti-dilution and conversion rights. See “Other Agreements — Sponsor Support Agreement” beginning on page 190.
Lock-Up Agreements
In connection with the execution of the merger agreement, the parties agreed that members of Benson Hill management and certain holders of Existing Benson Hill Common Stock and Benson Hill Preferred Stock (or any securities convertible into Existing Benson Hill Common Stock or Benson Hill Preferred Stock)
 
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not party to the IRA (the “Lock-Up Parties”) enter into a lock-up agreement (the “Lock-Up Agreement”) with STPC or any successor entity thereto at the closing, pursuant to which the Lock-Up Parties will not be able to transfer shares beneficially owned or otherwise held by them for a period of six (6) months, subject to certain customary exceptions. See “Other Agreements — Lock-Up Agreements” beginning on page 190.
Earn Out Shares Escrow Agreement
In connection with the consummation of the merger, New Benson Hill will enter into an earnout escrow agreement (the “Escrow Agreement”) with the Holder Representative and the escrow agent, which will provide that the Earn Out Shares be placed in escrow until the time that such shares have vested in the manner set forth in the merger agreement. If the thirty six- (36-) month period following the closing of the merger (“the Earn Out Period”) expires and the Earn Out Shares have not vested, such shares shall be released to New Benson Hill for cancellation. See “Other Agreements — Earn Out Shares Escrow Agreement” beginning on page 190.
Public Trading Markets (page 171)
The Class A Common Stock is listed on the NYSE under the symbol “STPC.” Following the merger, New Benson Hill Common Stock (including common stock issuable in the merger) and public warrants will be listed on the NYSE under the symbols “BHIL” and “BHIL WS,” respectively.
Comparison of Stockholders’ Rights (page 216)
Following the merger, the rights of public holders who become New Benson Hill stockholders in the merger will no longer be governed by STPC’s Existing Charter and bylaws and instead will be governed by New Benson Hill’s Proposed Charter and amended and restated bylaws. See “Comparison of Stockholders’ Rights” beginning on page 216.
Risk Factors (page 25)
You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should carefully read and consider the factors described under “Risk Factors Summary” below, and “Risk Factors” beginning on page 25.
Risk Factors Summary
The transactions described in this proxy statement/prospectus involve various risks, and you should carefully read and consider the factors discussed under “Risk Factors.” The following is a summary of some of these risks.
Risks Relating to Benson Hill’s Business and Industry

We have a limited operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of investment.

We have a history of net losses and we may not achieve or maintain profitability.

We face significant competition and many of our competitors have substantially greater financial, technical and other resources than we do.

Our business activities are currently conducted at a limited number of locations, which makes us susceptible to damage or business disruptions caused by natural disasters or acts of vandalism.

To compete effectively, we must introduce new products that achieve market acceptance.

The overall agricultural industry is susceptible to commodity price changes and we are exposed to market risks from changes in commodity prices.

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.
 
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The regulatory environment in the United States for our current and future products is uncertain and evolving.

The regulatory environment outside the United States varies greatly from jurisdiction to jurisdiction and there is less certainty how our products will be regulated.

Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and profitability.

Patents and patent applications involve highly complex legal and factual questions, which, if determined adversely to us, could negatively impact our competitive position.

We will not seek to protect our intellectual property rights in all jurisdictions throughout the world and we may not be able to adequately enforce our intellectual property rights even in the jurisdictions where we seek protection.
Risks Relating to the Merger

STPC stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

The market price of shares of New Benson Hill Common Stock after the merger may be affected by factors different from those currently affecting the prices of shares of Class A Common Stock.

STPC has not obtained an opinion from an independent investment banking firm, and consequently, there is no assurance from an independent source that the merger consideration is fair to its stockholders from a financial point of view.

The consummation of the merger is subject to a number of conditions and if those conditions are not satisfied or waived, the merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger will result in changes to the board of directors of New Benson Hill that may affect the strategy of New Benson Hill.

Because of STPC’s limited resources and the significant competition for business combination opportunities, if the merger is not completed, it may be more difficult for it to complete an initial business combination. If STPC is unable to complete an initial business combination, its public stockholders may receive only approximately $10.00 per share on its redemption of its shares of Class A Common Stock, or less than such amount in certain circumstances, based on the balance of its Trust Account (as of June 30, 2021), and its warrants will expire worthless.

STPC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for STPC to consummate an initial business combination with which a substantial majority of STPC’s stockholders do not agree.

STPC stockholders may be held liable for claims by third parties against STPC to the extent of distributions received by them upon redemption of their shares.

STPC’s ability to successfully effect the merger and the other transactions contemplated by the merger agreement and New Benson Hill’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Benson Hill, all of whom STPC expects to stay with the combined company following the consummation of the merger. Any loss of such key personnel could negatively impact the operations and financial results of the combined business.
Additional Risks Relating to Ownership of New Benson Hill Common Stock Following the Merger

The NYSE may delist New Benson Hill’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject New Benson Hill to additional trading restrictions.

If New Benson Hill is unable to remediate the material weaknesses in its internal control over financial reporting, or if New Benson Hill identifies additional material weaknesses in the future or
 
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otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of Benson Hill’s consolidated financial statements or failure to meet its periodic reporting obligations.

New Benson Hill’s stock price may change significantly following the merger and you could lose all or part of your investment as a result.

Because there are no current plans to pay cash dividends on New Benson Hill Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

Future sales, or the perception of future sales, by New Benson Hill or its stockholders in the public market following the merger could cause the market price for New Benson Hill Common Stock to decline.

Certain of New Benson Hill’s stockholders, including the Sponsor, may engage in business activities which compete with New Benson Hill or otherwise conflict with New Benson Hill’s interests.
Risks Relating to Redemption

There is no guarantee that a STPC public stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

If STPC public stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of Class A Common Stock for a pro rata portion of the funds held in the Trust Account.
Information about STPC (page 76)
STPC is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Class A Common Stock, units and warrants are currently listed on the NYSE under the symbols “STPC,” “STPC.U,” and “STPC WS,” respectively. The mailing address of STPC’s principal executive office is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201 and the telephone number of STPC’s principal executive office is (847) 905-4500.
Information about Benson Hill (page 91)
We are a values-driven food technology company with a vision to build a healthier and happier world by unlocking nature’s genetic diversity with our food innovation engine. Our purpose is to catalyze and broadly empower innovation from plant to plate so great tasting, healthy, affordable, and sustainable food choices are available to everyone. We combine cutting-edge technology with an innovative business approach to bring product innovations to customers and consumers. Our CropOS® technology platform uniquely combines data science, plant science, and food science to create innovative food, ingredient, and feed products — starting with a better seed. Our go-to-market strategy consists of building an integrated supply chain to catalyze demand for our proprietary products, which we believe will allow us to establish partnerships and licensing arrangements to drive broad adoption. We believe this approach will allow us not only to ensure the integrity and traceability of our products, but also to measure the positive environmental impact created by our innovations.
Today, our business is comprised of two segments — our Ingredients Business and our Fresh Business. Our Ingredients Business is currently focused on enhancing soybean and yellow pea products, including soy-based vegetable oils, animal feed, and ultra high protein (UHP) soybeans that have the potential to reduce costly water- and energy-intensive processing associated with producing protein concentrates and isolates, alleviating supply constraints to help bring plant-based proteins to scale. Our Fresh Business is being built to serve the growing consumer interest in the convergence between food and health. Today this segment includes our subsidiary, J&J Produce, Inc., where we sell fresh produce products to major retail and food service customers. We have initiated the establishment of research and development operations where we intend to use our CropOS® platform to unlock flavor, nutrition, and sustainability benefits in fresh produce over the long-term.
 
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Benson Hill was incorporated in North Carolina on June 28, 2012. On June 1, 2015, Benson Hill was converted to a Delaware corporation. Benson Hill’s principal executive offices are located at 1001 N. Warson Rd., St. Louis, Missouri 63132, and Benson Hill’s telephone number is (314) 222-8218. Benson Hill also maintains a website at www.bensonhill.com. The information contained in, or that can be accessed through, Benson Hill’s website is not part of this proxy statement/prospectus.
Summary of the Transactions
Set forth below is a summary of transactions that are contemplated to occur in connection with following the merger.
Conversion of Equity Interests
As of the effective time, each Benson Hill Option, whether vested or unvested, and each Benson Hill Warrant, in each case, that is outstanding immediately prior to the effective time will, by virtue of the occurrence of the effective time and without any action on the part of Benson Hill, STPC or any holder of Benson Hill equity thereof, be assumed and converted into an Assumed Option or an Assumed Warrant. Each Assumed Option will be converted into a number of shares of New Benson Hill Common Stock equal to the number of shares of Existing Benson Hill Common Stock subject to such Benson Hill Option immediately prior to the effective time multiplied by the exchange ratio set forth in the merger agreement (rounded down to the nearest whole share) and at an exercise price per share of STPC common stock equal to the exercise price per share of Existing Benson Hill Common Stock subject to such Benson Hill Option divided by the exchange ratio set forth in the merger agreement (rounded up to the nearest whole cent). Each Assumed Warrant will be converted into a warrant with respect to the number of shares of New Benson Hill Common Stock equal to the number of shares of Existing Benson Hill Common Stock subject to such Benson Hill Warrant immediately prior to the effective time multiplied by the exchange ratio set forth in the merger agreement (rounded down to the nearest whole share) and at an exercise price per share of STPC common stock equal to the exercise price per share of Existing Benson Hill Common Stock subject to such Benson Hill Warrant divided by the exchange ratio set forth in the merger agreement (rounded up to the nearest whole cent). A portion of the shares of New Benson Hill Common Stock comprising merger consideration will be reserved for issuance upon exercise of certain outstanding options and warrants to purchase capital stock of Benson Hill that remain outstanding after the merger.
PIPE Investment
Contemporaneously with the execution and delivery of the merger agreement, STPC and the PIPE Investors entered into the PIPE Agreements pursuant to which the PIPE Investors have committed (the “PIPE Investment”), on the terms and subject to the conditions of the PIPE Agreements, to subscribe for and purchase 22.5 million shares of Class A Common Stock of STPC for consideration in an aggregate amount of $225.0 million (such amount the “PIPE Investment Amount”). For more information, see “STPC Proposals — Proposal No. 6 — The NYSE Proposal” beginning on page 196.
Organizational Structure
The following diagram illustrates in simplified terms the expected structure of STPC upon the consummation of the merger and the closing of the PIPE Investment.
 
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[MISSING IMAGE: tm2116035d1-fc_stpcbw.jpg]
(1)
To be renamed “Benson Hill, Inc.” following the merger.
(2)
To be renamed “Benson Hill Holdings, Inc.” following the merger.
Ownership of New Benson Hill
As of the date of this proxy statement/prospectus, there are 50,312,500 shares of STPC common stock issued and outstanding, including 10,062,500 shares of Class B Common Stock, which will be converted into shares of Class A Common Stock on a one-for-one basis. As of the date of this proxy statement/prospectus, there are an aggregate of 10,062,500 public warrants and 6,553,454 Private Placement Warrants outstanding. Each whole warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the merger and assuming no redemptions), assuming that each outstanding warrant is exercised and one (1) share of Class A Common Stock is issued as a result of such exercise, the STPC fully-diluted stock capital would be 66,928,454 shares of common stock.
The following table illustrates varying beneficial ownership levels in New Benson Hill immediately following consummation of the merger and the closing of the PIPE Investment, assuming that the merger effective date was the STPC record date and the levels of redemptions by the public stockholders of STPC indicated:
Share Ownership in New Benson Hill (1)
No Redemption (2)
Maximum Possible
Redemption (3)
Number of
Shares
Percentage of
Outstanding
Shares
Number of
Shares
Percentage of
Outstanding
Shares
Former equityholders of Benson Hill (1)
137,036,644 65.3% 137,036,644 80.8%
STPC’s public stockholders
40,250,000 19.2%
Holders of STPC’s Class B Common Stock (1)
10,062,500 4.8% 10,062,500 5.9%
PIPE Investors
22,500,000 10.7% 22,500,000 13.3%
(1)
Figures and percentages include the 17.7 million Earn Out Shares and the 2.0 million Sponsor Earn Out Shares but exclude the 12.9 million shares of New Benson Hill Options. See “Proposal No. 7  —  The Incentive Plan Proposal” for additional information. See “Basis of Presentation and Glossary” for additional information with respect to assumptions underlying New Benson Hill share calculations and ownership percentages.
(2)
This scenario assumes that no shares of Class A Common Stock are redeemed.
(3)
This scenario assumes that 40,250,000 shares of Class A Common Stock are redeemed for an aggregate payment of approximately $402,629,000 from the Trust Account, which is the maximum amount of redemptions that would satisfy STPC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing.
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF STPC
The following table sets forth summary historical financial information derived from STPC’s (i) unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2021 and (ii) audited financial statements as of December 31, 2020 and for the period from October 8, 2020 (inception) through December 31, 2020. You should read the following summary financial information in conjunction with the section entitled “STPC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and STPC’s financial statements and related notes appearing elsewhere in this proxy statement/prospectus.
We have neither engaged in any operations nor generated any revenue to date. Our only activities from inception through June 30, 2021 were organizational activities and those necessary to complete our IPO and identifying a target company for a business combination. We do not expect to generate any operating revenue until after the completion of the merger.
Six
Months Ended
June 30, 2021
Period from
October 8,
2020 (inception) to
December 31, 2020
(unaudited)
Statements of Operations Data:
Net loss
$ (9,778,749) $ (5,635)
Weighted average shares outstanding of Class A common stock, basic and diluted
40,250,000
Basic and diluted net loss per share, Class A
Weighted average shares outstanding of Class B common stock, basic and diluted(1)
10,011,740 8,750,000
Basic and diluted net loss per share, Class B
$ (0.98) $ (0.00)
Cash Flow Data:
Net cash used in operating activities
$ (3,236,742) $ (56)
Net cash provided by financing activities
407,321,098 45,212
Net cash used in investing activities
(402,500,000)
Net change in cash
$ 1,584,356 $ 45,156
 
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As of
June 30, 2021
As of
December 31, 2020
(unaudited)
Balance Sheet Data:
Total current assets
$ 3,201,020 $ 45,156
Deferred offering costs
450,151
Investments held in Trust Account
$ 402,628,612
Total assets
$ 405,829,632 $ 495,307
Total current liabilities
$ 3,390,110 $ 475,942
Deferred underwriting commissions
14,087,500
Derivative warrant liabilities
30,983,070
Total Liabilities
$ 48,460,680 $ 475,942
Class A Common Stock, subject to possible redemption
$ 352,368,950
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding
Class A Common Stock, $0.0001 par value; 400,000,000 shares authorized; 5,013,105 and 0 shares issued and outstanding (excluding 35,236,895 and 0 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively
501
Class B Common Stock, $0.0001 par value; 40,000,000 shares authorized; 10,062,500 shares issued and outstanding at June 30, 2021 and December 31, 2020
$ 1,006 $ 1,006
Additional paid-in capital
14,782,879 23,994
Accumulated deficit
(9,784,384) (5,635)
Total stockholders’ equity
5,000,002 $ 19,365
Total liabilities and stockholders’ equity
$ 405,829,632 $ 495,307
(1)
This number excludes an aggregate of up to 1,312,500 shares of Class B Common Stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On January 8, 2021, the underwriters fully exercised the over-allotment option; thus, these shares are no longer subject to forfeiture.
 
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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF BENSON HILL
The following summary historical consolidated financial information and other data for Benson Hill set forth below should be read in conjunction with “Benson Hill’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Benson Hill’s historical consolidated financial statements and the related notes thereto contained elsewhere in this proxy statement/prospectus.
The summary consolidated statement of operations data and consolidated statement of cash flows data for the years ended December 31, 2020, 2019 and 2018, and the selected consolidated balance sheet data as of December 31, 2020 and 2019, are each derived from Benson Hill’s audited consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The summary condensed consolidated statement of operations and condensed consolidated statement of cash flows data for the six months ended June 30, 2021 and 2020, and the summary condensed consolidated balance sheet data as of June 30, 2021, are derived from Benson Hill’s unaudited condensed consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The Benson Hill unaudited interim condensed consolidated financial statements were prepared on the same basis as its audited annual financial statements and include all adjustments, consisting only of normal recurring adjustments, that are considered necessary for a fair presentation of the financial information set forth in those statements. The historical results are not necessarily indicative of the results to be expected in the future.
Six Months Ended
June 30,
Year Ended December 31,
(In thousands, except per share data)
2021
2020
2020
2019
2018
Statement of Operations Data:
Revenues
$ 71,494 $ 62,614 $ 114,348 $ 79,523 $ 4,269
Cost of sales
70,955 53,725 102,430 70,961 677
Gross profit
539 8,889 11,918 8,562 3,592
Operating expenses:
Research and development
15,945 14,766 29,457 24,810 13,373
Selling, general and administrative expenses
29,494 15,463 37,446 27,457 9,158
Impairment of goodwill
4,832
Total operating expenses
45,439 30,229 71,735 52,267 22,531
Loss from operations
(44,900) (21,340) (59,817) (43,705) (18,939)
Other expense (income):
Interest expense (income), net
5,254 3,308 7,369 195 (669)
Other expense (income), net
(388) 180 (75) (9) 40
Total other expense (income), net
4,866 3,488 7,294 186 (629)
Net loss before income tax
(49,766) (24,828) (67,111) (43,891) (18,310)
Income tax expense (benefit)
48 19 (221)
Net loss
$ (49,766) $ (24,828) $ (67,159) $ (43,910) $ (18,089)
Less: Deemed dividend
$ 6,102 $ 1,015
Net loss attributable to common stockholders
$ (49,766) $ (24,828) $ (73,261) $ (43,910) $ (19,104)
Net loss per common share:
Basic and diluted earnings per common share
$ (8.17) $ (4.44) $ (12.94) $ (8.32) $ (3.72)
Weighted average shares outstanding
6,092 5,597 5,662 5,277 5,131
 
15

 
As of
June 30,
2021
As of December 31,
(In thousands)
2020
2019
Balance Sheet Data:
Total assets
$ 198,306 $ 231,785 $ 96,736
Total liabilities
113,633 99,103 45,038
Total redeemable convertible preferred stock
287,308 287,323 134,567
Total stockholders’ deficit
(202,635) (154,641) (82,869)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit
$ 198,306 $ 231,785 $ 96,736
Six Months Ended
June 30,
Year Ended December 31,
(In thousands)
2021
2020
2020
2019
2018
Statement of Cash Flows Data:
Net cash used in operating activities
$ (47,257) $ (22,528) (52,678) (44,353) (13,363)
Net cash provided by (used in) investing activities
49,324 3,006 (100,672) (4,546) (48,615)
Net cash provided by financing activities
1,183 22,867 160,703 48,547 63,681
Effect of exchange rate changes on cash
(1) (243) (226) (21) (91)
Net increase (decrease) in cash and cash equivalents
3,249 3,102 7,127 (373) 1,612
Cash and cash equivalents, beginning of
period
9,743 2,616 2,616 2,989 1,377
Cash and cash equivalents, end of period
$ 12,992 $ 5,718 $ 9,743 $ 2,616 $ 2,989
 
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SUMMARY UNAUDITED PRO FORMA
COMBINED FINANCIAL INFORMATION
The summary unaudited pro forma combined financial information gives effect to the merger and other transactions contemplated by the merger agreement, as more fully described below. The merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, STPC will be treated as the “acquired” company for accounting purposes and the merger will be treated as the equivalent of Benson Hill issuing stock for the net assets of STPC, accompanied by a recapitalization. The net assets of STPC will be stated at historical cost, with no goodwill or other intangible assets recorded.
The summary unaudited pro forma combined balance sheet of the combined company as of June 30, 2021 and the summary unaudited pro forma combined statements of operations of the combined company for the six months ended June 30, 2021 and the year ended December 31, 2020 present the combination of the financial information of STPC and Benson Hill after giving effect to the following transactions:

the reverse recapitalization between Benson Hill and STPC pursuant to the merger,

the consummation of STPC’s IPO which occurred on January 8, 2021,

the conversion of Benson Hill preferred stock warrants into redeemable convertible preferred stock and subsequent conversion of all redeemable convertible preferred stock into Existing Benson Hill Common Stock (the “Benson Hill Preferred Conversion”),

the payoff by Benson Hill of its outstanding term debt and notes payable (the “Debt Payoff”), and

the issuance of an aggregate of 22.5 million shares of Class A Common Stock of STPC at a price of $10.00 per share pursuant to the PIPE Investment.
Collectively these transactions are referred to as the “Transaction Adjustments”. The summary unaudited pro forma combined statements of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 give effect to the Transaction Adjustments as if they had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of June 30, 2021 gives effect to the Transaction Adjustments as if they had occurred on June 30, 2021.
The unaudited pro forma combined financial information has been prepared after giving effect to the Transaction Adjustments, assuming two alternative levels of redemption of shares of STPC Class A Common Stock into cash:

Assuming No Redemptions: This presentation assumes that no STPC stockholders exercise redemption rights with respect to their shares of Class A Common Stock.

Assuming Maximum Redemptions: This scenario assumes that 40,250,000 shares of STPC’s Class A Common Stock are redeemed pursuant to their redemption rights at a redemption price of approximately $10.00 per share. The maximum redemption amount is derived to ensure a minimum consolidated cash balance of $225 million. This minimum cash balance is calculated before giving effect to payment of estimated transaction expenses of $49.7 million. This scenario includes all adjustments contained in the above scenario but presents additional adjustments to reflect the effect of the maximum redemptions.
The historical financial information has been adjusted to give pro forma effect to certain transaction adjustments to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the merger and the PIPE Investment.
The historical financial information of STPC was derived from the unaudited condensed consolidated financial statements of STPC as of and for the six months ended June 30, 2021 and the audited financial statements of STPC as of December 31, 2020 and for the period from October 8, 2020 (inception) through December 31, 2020, which are included elsewhere in this proxy statement/prospectus. The historical financial information of Benson Hill was derived from the unaudited condensed consolidated financial statements of Benson Hill as of and for the six months ended June 30, 2021 and the audited consolidated financial statements of Benson Hill as of and for the year ended December 31, 2020, which are included elsewhere in this proxy statement/prospectus.
 
17

 
The summary pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes. The unaudited pro forma combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements of Benson Hill and STPC and related notes included in this proxy statement/prospectus. The summary of unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies actually been combined as of January 1, 2020. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies actually been combined as of January 1, 2020 or the future results that the combined company will experience. Benson Hill and STPC have not had any historical relationship prior to the merger. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
(In thousands)
STPC
(Historical)
Benson Hill
(Historical)
Pro Forma
Combined
(No Redemption
Scenario)
Pro Forma
Combined
(Maximum
Redemption
Scenario)
Statement of Operations Data — Six months ended June 30, 2021:
Revenue $ $ 71,494 $ 71,494 $ 71,494
Cost of sales
70,955 70,955 70,955
Operating expenses
4,540 45,439 56,979 56,979
Loss from operations
(4,540) (44,900) (56,440) (56,440)
Net loss
(9,779) (49,766) (66,860) (66,860)
Balance Sheet Data — As of June 30, 2021:
Total current assets
$ 3,201 $ 85,628 $ 633,429 $ 230,800
Total assets
405,830 198,306 743,646 341,017
Total current liabilities
3,390 51,024 41,538 41,538
Total liabilities
48,461 113,633 106,074 106,074
Convertible preferred stock
287,308
Redeemable common stock
352,369
Total stockholder equity (deficit)
5,000 (202,635) 637,572 234,943
(In thousands)
STPC
(Historical)
Benson Hill
(Historical)
Pro Forma
Combined
(No Redemption
Scenario)
Pro Forma
Combined
(Maximum
Redemption
Scenario)
Statement of Operations Data — Year ended December 31, 2020:
Revenue
$ $ 114,348 $ 114,348 $ 114,348
Cost of sales
102,430 102,430 102,430
Operating expenses
6 71,735 78,741 78,741
Loss from operations
(6) (59,817) (66,823) (66,823)
Net loss
(6) (67,159) (74,378) (74,378)
 
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UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA
COMBINED PER SHARE INFORMATION OF STPC AND BENSON HILL
The following table sets forth the unaudited historical comparative share information for Benson Hill and STPC on a stand-alone basis and the unaudited pro forma combined share information for the six months ended June 30, 2021 and the year ended December 31, 2020, after giving effect to the merger and the PIPE Investment, assuming two alternative levels of redemption of shares of STPC Class A Common Stock into cash:

Assuming No Redemptions: This presentation assumes that no STPC stockholders exercise redemption rights with respect to their shares of Class A Common Stock.

Assuming Maximum Redemptions: This scenario assumes that 40,250,000 shares of STPC’s Class A Common Stock are redeemed pursuant to their redemption rights at a redemption price of approximately $10.00 per share. The maximum redemption amount is derived to ensure a minimum consolidated cash balance of $225 million. This minimum cash balance is calculated before giving effect to payment of estimated transaction expenses of $49.7 million. This scenario includes all adjustments contained in above scenario but presents additional adjustments to reflect the effect of the maximum redemptions.
You should read the information in the following table in conjunction with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of Benson Hill and STPC and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined share information below does not purport to represent what the actual results of operations or the earnings per share would have been had the companies been combined during the periods presented, nor to project STPC’s results of operations or earnings per share for any future date or period. The unaudited pro forma combined stockholders’ equity per share information below does not purport to represent what the value of Benson Hill and STPC would have been had the companies been combined during the periods presented.
Six Months Ended June 30, 2021
STPC
(Historical)
Benson Hill
(Historical)
Pro Forma
Combined
(No Redemption
Scenario)
Pro Forma
Combined
(Maximum
Redemption
Scenario)
(In thousands, except share and per share data)
Net Loss
$ (9,779) $ (49,766) $ (66,860) $ (66,860)
Weighted-average shares used in computing net
loss per share, basic and diluted(1)
10,011,740 6,092,000 190,094,527 149,844,527
Basic and diluted net loss per share(1)
$ (0.98) $ (8.17) $ (0.35) $ (0.45)
Book Value per share – basic and diluted(2)
$ (0.50) $ (33.26)
 
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Year Ended December 31, 2020
STPC
(Historical)
Benson Hill
(Historical)
Pro Forma
Combined
(No Redemption
Scenario)
Pro Forma
Combined
(Maximum
Redemption
Scenario)
(In thousands, except share and per share data)
Net Loss
$ (6) $ (67,159) $ (74,378) $ (74,378)
Less: Deemed dividend to preferred stockholders
6,102 6,102 6,102
Net loss attributable to common stockholders
$ (6) $ (73,261) $ (80,480) $ (80,480)
Weighted-average shares used in computing net loss per share, basic and diluted (1)
8,750,000 5,662,000 190,094,527 149,844,527
Basic and diluted net loss per share (1)
$ (0.00) $ (12.94) $ (0.42) $ (0.54)
Book Value per share — basic and diluted (2)
$ (0.00) $ (27.31)
(1)
Weighted-average shares used in computing net loss per share, basic and diluted, in each of the Pro Forma scenarios excludes the 17.6 million Earn Out Shares, the 2.0 million Sponsor Earn Out Shares and the 13.0 million New Benson Hill Options (comprised of 10.7 million Net New Benson Hill Options and 2.3 million Exercise Price Options).
(2)
Book Value per share is equal to total equity, excluding shares of preferred stock and common stock subject to redemption, divided by weighted-average shares outstanding.
 
20

 
MARKET PRICE AND DIVIDEND INFORMATION
STPC
STPC’s units, Class A Common Stock and public warrants are currently listed on the NYSE under the symbols “STPC.U,” “STPC,” and “STPC WS,” respectively. STPC’s units commenced public trading on January 6, 2021 and STPC’s shares of Class A Common Stock and public warrants began separate trading on February 26, 2021.
The closing price of the units, the Class A Common Stock and the public warrants on May 7, 2021, the last trading day before announcement of the execution of the merger agreement, was $10.75, $10.20 and $2.28, respectively. As of August 9, 2021, the record date for the STPC Special Meeting, the most recent closing price for each unit, Class A Common Stock and public warrant was $10.30, $9.90 and $1.55, respectively.
Holders of the units, Class A Common Stock and public warrants should obtain current market quotations for their securities. The market price of STPC’s securities could vary at any time before the merger.
Holders
As of August 9, 2021, there was one holder of record of STPC’s units, one holder of record of STPC’s Class A Common Stock and one holder of record of STPC’s public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, shares of Class A Common Stock and public warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
STPC has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the merger. The payment of cash dividends in the future will be dependent upon New Benson Hill’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the merger. The payment of any cash dividends subsequent to the merger will be within the discretion of New Benson Hill’s board of directors at such time. New Benson Hill’s ability to declare dividends will also be limited by restrictive covenants pursuant to any debt financing.
Benson Hill
Historical market price information for Benson Hill’s capital stock is not provided because there is no public market for Benson Hill’s capital stock. See “Benson Hill’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 111.
 
21

 
FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA
This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of STPC and Benson Hill. These statements are based on the beliefs and assumptions of the management of STPC and Benson Hill.
Although STPC and Benson Hill believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither STPC nor Benson Hill can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of STPC and Benson Hill prior to the merger, and New Benson Hill following the merger, to:

access, collect and use personal data about consumers;

execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business;

anticipate the impact of the COVID-19 pandemic and its effect on business and financial conditions;

manage risks associated with operational changes in response to the COVID-19 pandemic;

meet the closing conditions to the merger, including approval by stockholders of STPC and Benson Hill on the expected terms and schedule;

realize the benefits expected from the proposed merger;

anticipate the uncertainties inherent in the development of new business lines and business strategies;

retain and hire necessary employees;

increase brand awareness;

attract, train and retain effective officers, key employees or directors;

upgrade and maintain information technology systems;

acquire and protect intellectual property;

meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

effectively respond to general economic and business conditions; maintain the listing on, or the delisting of STPC’s or New Benson Hill’s securities from, NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following the merger;

obtain additional capital, including use of the debt market;

enhance future operating and financial results;

anticipate rapid technological changes;

comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations;

stay abreast of modified or new laws and regulations applying to its business;

anticipate the impact of, and response to, new accounting standards;

respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events;

anticipate the rise in interest rates which would increase the cost of capital; anticipate the significance and timing of contractual obligations;
 
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maintain key strategic relationships with partners and distributors;

respond to uncertainties associated with product and service development and market acceptance;

manage to finance operations on an economically viable basis;

anticipate the impact of new U.S. federal income tax laws, including the impact on deferred tax assets;

successfully defend litigation; and

successfully deploy the proceeds from the merger.
Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of STPC and Benson Hill prior to the merger, and New Benson Hill following the merger, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus:

any delay in closing of the merger;

risks related to disruption of management’s time from ongoing business operations due to the proposed transactions;

litigation, complaints, product liability claims and/or adverse publicity;

the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

privacy and data protection laws, privacy or data breaches, or the loss of data; and

the impact of the COVID-19 pandemic and its effect on business, financial condition and results of operations of Benson Hill.
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of STPC and Benson Hill prior to the merger, and New Benson Hill following the merger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can STPC or Benson Hill assess the impact of all such risk factors on the business of STPC and Benson Hill prior to the merger, and New Benson Hill following the merger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to STPC or Benson Hill or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. STPC and Benson Hill prior to the merger, and New Benson Hill following the merger, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect the beliefs and opinions of STPC or Benson Hill, as applicable, on the relevant subject. These statements are based upon information available to STPC or Benson Hill, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that STPC or Benson Hill, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
Market, ranking and industry data used throughout this proxy statement/prospectus is based on the good faith estimates of Benson Hill’s management, which in turn are based upon Benson Hill’s management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. Such data involve a number of assumptions and limitations, and
 
23

 
you are cautioned not to give undue weight to such estimates. While Benson Hill is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Benson Hill’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.
 
24

 
RISK FACTORS
In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. Although we have organized risks generally according to these categories in the discussion below, many of the risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks facing us and not as a limitation on the potential impact of the matters discussed. References in this section to “we,” “our,” or “us” generally refer to Benson Hill, unless otherwise specified.
Risks Relating to Benson Hill’s Business and Industry
Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “us,” “our” and other similar terms refer to Benson Hill and its consolidated subsidiaries prior to the merger and to New Benson Hill and its consolidated subsidiaries after giving effect to the merger.
Risks Relating to Our Business and Operations
We have a limited operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of investment.
We are an early-stage food-technology company with a limited operating history that to date has been focused primarily on research and development (“R&D”), software development, conducting field trials, pursuing initial commercialization efforts and building our management team. Investment in food technology development is a highly speculative endeavor. It entails substantial upfront R&D investment and there is significant risk that we will not be able to edit the genes in a particular plant to express a desired trait, or, once edited, we will not be able to replicate that trait across entire crops in order to commercialize the product candidate. Moreover, the regulatory pathway for our product candidates can be uncertain and could add significant additional cost and time to development.
Our limited operating history may make it difficult to evaluate our current business and our prospects. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate investments of our limited resources, gaining market acceptance of the products made using our gene-editing and speed breeding platform, crop prototyping process, managing a complex regulatory landscape and developing new product candidates. We may also face challenges in scaling our supply chain in a cost-effective manner, as we will rely on contracting with seed production companies, seed distributors, farmers, crushers, millers, refiners, food companies and retailers, and logistics and transportation providers, in order to get our products to market. In addition, there is limited crushing and processing capacity for our soybean-based products which could restrict our ability to scale production of these products. Our current operating model may require changes for us to scale our operations efficiently. We may not be able to fully implement or execute on our business strategy or realize, in whole or in part within our expected time frames, the anticipated benefits of our growth strategies. You should consider our business and prospects considering the risks and difficulties we face as an early-stage company focused on developing products in the field of food technology.
We have a history of net losses and we may not achieve or maintain profitability.
Our net losses for the six months ended June 30, 2021 were $49.8 million and for the years ended December 31 were $67.2 million for 2020, $43.9 million for 2019 and $18.1 million for 2018. As of June 30, 2021, we had an accumulated deficit of $204.1 million. We will need to generate significant revenues to achieve profitability, and we may not be able to achieve and maintain profitability in the near future or at all, which may depress our stock price. Through June 30, 2021, we have derived substantially all of our revenues through the acquisitions of existing businesses. Our future success will depend, in part, on our ability to grow revenue associated with closed loop production, production partnerships and the licensing of our intellectual property and our ability to market and sell additional products from our pipeline of product candidates.
 
25

 
The net losses we incur may fluctuate significantly from year-to-year and quarter-to-quarter, such that a period-to-period comparison of our results of operations may not be a good indication of our future performance.
We cannot assure you that we will generate increases in our revenues, successfully commercialize products or generate revenue from licensing or attain a level of profitable operations. Based on our history of losses, we do not expect that we will be able to fund our longer-term capital and liquidity needs through our cash balances and operating cash flow alone. To fund our longer-term capital and liquidity needs, we expect we will need to secure additional capital. Our business plan and financing needs are subject to change depending on, among other things, the success of our efforts to grow revenue and our efforts to continue to effectively manage expenses.
We face significant competition and many of our competitors have substantially greater financial, technical and other resources than we do.
The market for plant-based products is highly competitive, and we face significant direct and indirect competition in several aspects of our business. Mergers and acquisitions in the plant science, specialty food ingredient and agricultural biotechnology, and seed industries may result in even more resources being concentrated among a smaller number of our competitors.
Most of these competitors have substantially greater financial, technical, marketing, sales, distribution, supply chain infrastructure, and other resources than we do, such as larger R&D staff, more experienced marketing, manufacturing, and supply chain organizations and more well-established sales forces. As a result, we may be unable to compete successfully against our current or future competitors, which may result in price reductions, reduced margins and the inability to achieve market acceptance for our products. We expect to continue to face significant competition in the markets in which we intend to commercialize our products.
Many of our competitors engage in ongoing R&D, and technological developments by our competitors could render our products less competitive or obsolete, resulting in reduced sales compared to our expectations. Our ability to compete effectively and to achieve commercial success depends, in part, on our ability to: control manufacturing and marketing costs; effectively price and market our products; successfully develop an effective marketing program and an efficient supply chain; develop new products with properties attractive to customers; and commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect our business, results of operations and financial condition.
From time to time, certain companies that are potential competitors of ours may seek new traits or trait development technologies and may seek to license our technology. We have, in the past, entered such licensing arrangements and may continue to enter such arrangements in the future. Some of these companies may have significantly greater financial resources and may even compete with our business. In such circumstances, competitors could use our technologies to develop their own products that would compete with our products.
We also anticipate increased competition in the future as new companies enter the market and new technologies become available, particularly in the area of gene editing. Our technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors that are more effective or that enable them to develop and commercialize products more quickly or with lower expense than we are able to. If for any reason our technology becomes obsolete or uneconomical relative to our competitors’ technologies, this would prevent or limit our ability to generate revenues from the commercialization of our products.
Our business activities are currently conducted at a limited number of locations, which makes us susceptible to damage or business disruptions caused by natural disasters or acts of vandalism.
Our current headquarters and research and development facilities, which include an office, labs, greenhouses, field testing acreage, and a demonstration test kitchen, are primarily located in St. Louis, Missouri. Our seed production, field-testing and production and research take place primarily in the United States, with concentration in certain geographic regions. Third party warehousing for seed storage, and
 
26

 
our limited number of processing partners (e.g., storage, transportation, crushers and refiners) are all currently located in the United States. We take precautions to safeguard our facilities, including insurance and health and safety protocols. Particularly in the case of insurance, our insurance may not cover certain losses, or our losses may exceed our coverage limits. A natural disaster, such as a hurricane, drought, fire, flood, tornado, earthquake, or other intentional or negligent acts, including acts of vandalism, could damage or destroy our equipment, inventory, development projects, field trials or data, and cause us to incur significant additional expenses to repair or replace the damaged physical facilities, which in the case of seed production may be the result of years of development work that is not easily or quickly reproduced, and increase the development schedule for our pipeline of product candidates.
To compete effectively, we must introduce new products that achieve market acceptance.
In order to remain competitive and increase revenue, we must introduce new products from our pipeline of product candidates. If we fail to anticipate or respond to technological developments, market requirements, or consumer preferences, or if we are significantly delayed in developing and introducing products, our revenues will not increase.
Development of successful agricultural products using gene-editing technologies requires significant levels of investment in R&D, including laboratory, greenhouse and field testing, to demonstrate product effectiveness and can take several years or more. We incurred R&D expenses of $15.9 million in the six months ended June 30, 2021, $29.5 million in the year ended December 31, 2020, $24.8 million in the year ended December 31, 2019, and $13.4 million in the year ended December 31, 2018. We must commit significant resources and may incur obligations (such as royalty obligations or milestone fees) to develop new products before knowing whether our investments will result in products the market will accept and without knowing the levels of revenue, if any, that may be derived from these products.
Development of new or improved agricultural products involve risks of failure inherent in the development of products based on innovative and complex technologies. These risks include the possibility that:

our products may not perform as expected in the field;

our products may not receive necessary regulatory permits and governmental clearances in the markets in which we intend to sell them;

consumer preferences, which are unpredictable and can vary greatly, may change quickly, making our products no longer desirable;

our competitors may develop new products that taste better or have other more appealing characteristics than our products;

our products may be viewed as too expensive by our customers as compared to competitive products;

our products may be difficult to produce on a large scale or may not be economical to grow;

intellectual property and other proprietary rights of third parties may prevent us or our collaborators from marketing and selling our products;

we may be unable to patent or otherwise obtain intellectual property protection for our discoveries in the necessary jurisdictions;

we or our collaborators may be unable to fully develop or commercialize products in a timely manner or at all; and

third parties may develop superior or equivalent products.
Accordingly, if we experience any significant delays in the development or introduction of new products or if our new products do not achieve market acceptance, our business, operating results and financial condition would be adversely affected.
Any collaboration arrangements that we may enter in the future may not be successful, which could adversely affect our ability to develop and commercialize our product candidates.
We may seek collaboration arrangements with third parties for the development or commercialization of our products. We will face, to the extent that we decide to enter collaboration arrangements, significant
 
27

 
competition in seeking appropriate partners. Moreover, collaboration arrangements are complex and time-consuming to negotiate, document, implement and maintain. We may not be successful in our efforts to establish and implement collaboration or other alternative arrangements should we so chose to enter such arrangements. The terms of any collaborations or other arrangements that we may establish may not be favorable to us.
If our early testing of pipeline products is unsuccessful, we may be unable to complete the development of product candidates on a timely basis or at all.
We rely on early testing and research, including greenhouse activities and field trials, to demonstrate the efficacy of product candidates that we develop and evaluate. Field trials allow us to test product candidates in the field as well as to increase seed production, and to measure performance across multiple geographies and conditions. Successful completion of early testing is critical to the success of our product development efforts. If our ongoing or future testing is unsuccessful or produces inconsistent results or unanticipated adverse effects on the agronomic performance of our crops, or if the testing does not produce reliable data, our product development efforts could be delayed, subject to additional regulatory review or abandoned entirely. In addition, in order to support our commercialization efforts, it is necessary to collect data across multiple growing seasons and from different geographies. Even in cases where initial field trials are successful, we cannot be certain that additional field trials conducted on a greater number of acres or in different geographies will also be successful. Many factors that are beyond our control may adversely affect the success of these field trials, including unique geographic conditions, weather and climatic variations, disease or pests, or acts of protest or vandalism. Field trials, which may take up to two to three years, are costly, and any field trial failures that we may experience may not be covered by insurance and, therefore, could result in increased costs, which may negatively impact our business and results of operations.
The successful commercialization of our products depends on our ability to produce high-quality products cost-effectively on a large scale and to accurately forecast demand for our products, and we may be unable to do so.
The production of commercial-scale quantities of seeds and products requires the multiplication of the plants or seeds through a succession of plantings and seed harvests. The cost-effective production of high-quality, high-volume quantities of any product candidates we successfully develop depends on our ability to scale our production processes to produce plants and seeds in enough quantity to meet demand. For example, food ingredients such as soybean oil and soy protein concentrate will require optimized production and commercialization of the underlying plant and seed harvests. We cannot assure that our existing or future seed production techniques will enable us to meet our large-scale production goals cost-effectively for the products in our pipeline. Even if we are successful in developing ways to minimize yield drag and enhance quality, we may not be able to do so cost- effectively or on a timely basis, which could adversely affect our ability to achieve profitability. If we are unable to maintain or enhance the quality of our plants and seeds as we increase our production capacity, including through the expected use of third parties, we may experience reductions in customer or farmer demand, higher costs and increased inventory write-offs.
In addition, because of the length of time it takes to produce commercial quantities of marketable seeds, we will need to make seed production decisions well in advance of product sales. Our ability to accurately forecast supply can be adversely affected by several factors outside of our control, including changes in market conditions, environmental factors, such as pests and diseases, and adverse weather conditions. A shortfall in the supply of our products may reduce product revenue, damage our reputation in the market and adversely affect relationships. Any product surplus we have on hand may negatively impact cash flows, reduce the quality of our inventory and ultimately result in write-offs of inventory.
Additionally, we will take financial risk in our inventory given that we will have to keep the inventory at its net realizable value on our balance sheet. Fluctuations in the spot price of our crops in inventory could have negative impacts on our consolidated financial statements. Any failure on our part to produce enough inventory, or overproduction of a product, could harm our business, results of operations and financial condition. In addition, our customers may cancel orders, request a decrease in quantity, or make returns, which may lead to a surplus of our products.
 
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While we estimate that the potential size of our target markets for our products is significant, that estimate has not been independently verified and is based on certain assumptions that may not prove to be accurate. Our ability to accurately forecast demand is dependent on the timing of customer decisions, qualification cycles, and other factors outside of our control. As a result, these estimates could differ materially from actual market sizes, which could result in decreased demand for our products and therefore adversely impact our future business prospects, results of operation and financial condition.
If we fail to manage our future growth effectively, our business could be materially adversely affected.
We have grown rapidly since inception and anticipate further growth. For example, our revenues increased from $4.3 million in 2018 to $114.3 million in 2020. Our full-time employee count as of December 31, 2020 has grown by 400% since December 31, 2018. This growth has placed significant demands on our management, financial, operational, technological and other resources. The anticipated growth and expansion of our business and our product offerings will continue to place significant demands on our management and operations teams and require significant additional resources to meet our needs, which may not be available in a cost-effective manner, or at all. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy customer requirements or maintain high-quality product offerings, any of which could harm our business, brand, results of operations and financial condition.
The successful commercialization of our products may face challenges from public perceptions of gene-edited products and ethical, legal, environmental, health and social concerns.
The successful commercialization of our product candidates depends, in part, on public acceptance of gene-edited agricultural products.
Consumers may not understand the nature of our technologies or the scientific distinction between our non-transgenic gene-edited products and transgenic products of competitors. Non-transgenic gene-edited products are final products that do not contain any genes foreign to the plant species. As a result, they may transfer negative perceptions and attitudes regarding transgenic products to our products and product candidates. A lack of understanding of our technologies may also make consumers more susceptible to the influence of negative information provided by opponents of biotechnology. Some opponents of biotechnology actively seek to raise public concern about gene editing, whether transgenic or non-transgenic, by claiming that plant products developed using biotechnology are unsafe for consumption or their use, pose a risk of damage to the environment, or creates legal, social and ethical dilemmas. The commercial success of our products and product candidates may be adversely affected by such claims, even if unsubstantiated. In addition, opponents of biotechnology have vandalized the fields of farmers planting biotech seeds and facilities used by biotechnology companies. Any such acts of vandalism targeting the fields of our farmers, our field-testing sites or our research, production or other facilities, could adversely affect our sales and our costs.
Negative public perceptions about gene editing can also affect the regulatory environment in the jurisdictions in which we are targeting the sale of our products and the commercialization of our product candidates. Any increase in such negative perceptions or any restrictive government regulations in response thereto, could have a negative effect on our business and may delay or impair the sale of our products or the development or commercialization of our product candidates. Even in light of compliance with regulatory protocols or following receipt of confirmation of non- regulated status in a jurisdiction, public pressure may lead to increased regulation of products produced using biotechnology, further legislation regarding novel trait development technologies, or administrative litigation concerning prior regulatory determinations, each of which could adversely affect our ability to sell our product or commercialize our product candidates. In addition, labeling requirements could heighten public concerns and make consumers less likely to purchase food products containing gene-edited ingredients.
If our products become adulterated, misbranded, or mislabeled, we might need to recall those items and may experience product liability claims if consumers or animals are injured.
We are targeting sale of our products in the human and animal food market segments. If our products become adulterated, misbranded, or mislabeled we may need to recall such products. A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory,
 
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and lost sales due to the unavailability of product for a period of time. We could also suffer losses from a significant product liability judgment against us. A significant product recall or product liability case could also result in adverse publicity, damage to our reputation, and a loss of consumer or purchaser confidence in our products, which could have an adverse effect on our business, results of operations and financial condition and the value of our brands.
Products that we develop, and food containing our products, may fail to meet standards established by third-party non-GMO verification organizations, which could reduce the value of our products to customers.
Certain third-party organizations offer verification programs that seek to identify non-GMO products to consumers. These organizations verify the status of products (such as foods, beverages and vitamins) as non-GMO based on independently developed standards, and often authorize the display of specific markers or labels illustrating such status on the verified product’s packaging. Standards established by such third-party organizations for the verification of non-GMO status may differ from applicable regulatory legal standards applied by regulators in the United States. As a result, notwithstanding a determination as to the non-regulated status of a product pursuant to the regulatory procedures of the Animal and Plant Health Inspection Service (APHIS) of the U.S. Department of Agriculture (“USDA”) (or a similar determination in other jurisdictions), our products, and third-party products that utilize our gene-edited products as ingredients, may fail to meet more restrictive or non-scientific standards imposed by these independent verification organizations.
If we are sued for defective products and if such lawsuits were determined adversely, we could be subject to substantial damages, for which insurance coverage is not available.
We may be held liable if any product we develop, or any product that uses or incorporates any of our technologies, is found unsuitable during marketing, sale or consumption. For example, the detection of an unintended trait in a commercial seed variety or the crops and products produced may result in governmental actions such as mandated crop destruction, product recalls or environmental cleanup or monitoring. Concerns about seed quality could also lead to additional regulations being imposed on our business, such as regulations related to testing procedures, mandatory governmental reviews of biotechnology advances, or additional regulations relating to the integrity of the food supply chain from the farm to the finished product.
Benson Hill has identified a material weakness in its internal control over financial reporting. If Benson Hill is unable to remediate the material weakness, or if Benson Hill identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements or restatements of Benson Hill’s consolidated financial statements or cause Benson Hill to fail to meet its periodic reporting obligations.
As a public company, Benson Hill will be required to provide management’s attestation on internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If Benson Hill is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective, which may subject it to adverse regulatory consequences and could harm investor confidence.
In connection with the preparation and audit of Benson Hill’s consolidated financial statements as of December 31, 2020 and 2019 and for each of the years ended December 31, 2020, 2019 and 2018, a material weakness was identified in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Benson Hill’s annual or interim financial statements will not be prevented or detected on a timely basis.
Benson Hill did not design or maintain an effective control environment commensurate with its financial reporting requirements. Specifically, Benson Hill did not maintain a sufficient complement of personnel to appropriately analyze, record and disclose accounting matters commensurate with its accounting and reporting requirements. Further, Benson Hill did not design and maintain formal accounting policies,
 
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procedures and controls over significant accounts and disclosures to achieve complete, and accurate financial accounting, reporting and disclosures.
The material weakness related to formal accounting policies, procedures and controls resulted in adjustments to certain accounts and disclosures. The material weakness could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
Benson Hill has begun implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include hiring additional accounting and financial reporting personnel and implementing additional policies, procedures and controls.
In order to maintain and improve the effectiveness of its internal control over financial reporting, Benson Hill has expended, and anticipates that New Benson Hill will continue to expend, significant resources, including accounting-related costs and significant management oversight. New Benson Hill’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company” as defined in the JOBS Act. At such time, New Benson Hill’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect the business and operating results after the Business Combination and could cause a decline in the price of New Benson Hill Common Stock.
We may need to raise additional funding to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our product development efforts or other operations.
Since our inception, substantially all of our resources have been dedicated to the development of our core technology and product platforms, including purchases of property, plant and equipment. We believe that we will continue to expend substantial resources for the foreseeable future as we build and enhance our capabilities and commercialize our products. These expenditures are expected to include costs associated with research and development, manufacturing and supply, as well as marketing and selling existing and new products. In particular, the high-tech greenhouse agriculture business is extremely capital intensive, and we expect to expend significant resources to complete the buildout of our facilities. These expenditures are expected to include working capital, costs of acquiring and building out new facilities, costs associated with planting and harvesting, such as the purchase of seeds and growing supplies, and the cost of attracting and retaining a skilled local labor force. In addition, other anticipated costs may arise due to the unique nature of these controlled environment agriculture facilities. In addition, other unanticipated costs may arise.
As of June 30, 2021, we had cash and cash equivalents of $13.0 million and marketable securities of $29.6 million, term debt and notes payable of $28.9 million and an accumulated deficit of $204.1 million. During the six months ended June 30, 2021, the Company incurred a net loss of $49.8 million, had negative cash flows from operating activities of $47.3 million, and violated certain financial covenants under its term debt agreement, which were subsequently amended or waived, as applicable. As a result of these conditions, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
The Company’s business prospects are subject to risks, expenses, and uncertainties frequently encountered by companies in the early stages of commercial operations. To date, the Company has been funded primarily by equity and debt financings, including the issuance of redeemable convertible preferred stock and term debt, as well as the use of a revolving line of credit, which is subject to renewal in September of 2021. Certain of these debt financings require the Company’s wholly-owned subsidiary, Dakota Dry Bean, to comply with financial covenants that will likely require financial support from Benson Hill, the Parent Company, to remain in compliance with the financial covenants during 2021. Further, these same debt financings require the Parent Company to maintain a minimum cash balance. If the Company further breaches these covenants, the holder of the debt may declare all amounts immediately due and payable. If the covenants are further breached, the Company plans to attempt to secure a waiver of the covenants or an amendment that modifies the covenants but there are no assurances that the Company will be able to
 
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comply with its future covenants without such a waiver or that the Company will be successful in obtaining a waiver or an amendment during 2021.
The attainment of profitable operations is also dependent upon future events, including obtaining adequate financing to complete and commercialize the Company’s research and development activities, obtaining adequate grower relationships, building its customer base, successfully executing its business and marketing strategy and hiring appropriate personnel.
Based on our history of losses, we do not expect that we will be able to fund our longer-term capital and liquidity needs to execute our business plan and pursue our strategic goals through our cash balances and operating cash flow alone. To fund our longer-term capital and liquidity needs, we expect we will need to secure additional capital. However, our business plan and financing needs are subject to change depending on, among other things:

the number and characteristics of any additional products or manufacturing processes we develop or acquire to serve new or existing markets;

the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes;

the expenses associated with our sales and marketing initiatives;

our investment in manufacturing to expand our manufacturing and production capacity;

the costs required to fund domestic and international growth;

any lawsuits related to our products or commenced against us;

the expenses needed to attract and retain skilled personnel;

the costs associated with being a public company;

the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual property claims, including litigation costs and the outcome of such litigation; and

the timing, receipt and amount of sales of, or royalties on, any future approved products, if any.
We may obtain future additional funds through public or private equity or debt financings or other sources, such as strategic collaborations. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe that we have sufficient funds for current or future operating plans. There can be no assurance that financing will be available to us on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for us to operate our business or implement our growth plans and we may be required to delay, limit, reduce or terminate our manufacturing, research and development activities, growth and expansion plans, establishment of sales and marketing capabilities or other activities that may be necessary to generate revenue and achieve profitability.
We depend on key management personnel and attracting, training and retaining other qualified personnel, and our business could be harmed if we lose key management personnel or cannot attract, train and retain other qualified personnel.
Our success and future growth depend largely upon the technical skills and continued service of our executive officers as well as other key employees. These executives and key employees have been primarily responsible for determining the strategic direction of the business and executing our growth strategy and are integral to our brand, culture and reputation with distributors and others in the industry. From time to time, there may be changes in our executive management team or other key employees resulting from the hiring or departure of these personnel. The loss of one or more executive officers or the failure by the executive team to effectively work with employees and lead the company, could harm our business.
Additionally, the majority of our personnel is involved in research, development, and regulatory activities and competition for these highly skilled employees is intense. Our business is therefore dependent on our
 
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ability to recruit, train and retain a highly skilled and educated workforce with expertise in a range of disciplines, including biology, biochemistry, plant genetics, agronomics, mathematics, agribusiness, and other subjects relevant to our operations. If we are unable to hire and retain skilled and highly educated personnel could limit our growth and hinder our research and development efforts. There can be no assurance that we will be successful in attracting or retaining such personnel and the failure to do so could have a material adverse effect on our business, financial condition, and results of operations.
Further, our success depends in part upon our ability to attract, train and retail a sufficient number of employees who understand and appreciate our culture and can represent our brand effectively and establish credibility with our business partners and consumers. We believe a critical component of our success has been our company culture and long-standing core values. We have invested substantial time and resources in building our team. If we are unable to hire and retain employees capable of meeting our business needs and expectations, or if we fail to preserve our company culture among a larger number of employees dispersed in various geographic regions as we continue to grow and develop the infrastructure associated with being a more mature public company, our business and brand image may be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of our employees may adversely affect our business, results of operations and financial condition.
Our management has limited experience in operating a public company.
Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of our company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase out operating costs in future periods.
We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives.
As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, and these expenses may increase even more after we are no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and NYSE. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs will increase our net loss. For example, we expect these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
We rely on information technology systems and any inadequacy, failure, interruption or security breaches of those systems may harm our ability to effectively operate our business.
We are dependent on various information technology systems, including, but not limited to, networks, applications and outsourced services in connection with the current and planned operation of our business.
 
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A failure of these information technology systems to perform as anticipated could cause our business to suffer. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, systems failures, viruses and security breaches. Any such damage or interruption could negatively impact our business.
The extent to which the COVID-19 pandemic and resulting deterioration of worldwide economic conditions adversely impact our business, financial condition, and operating results will depend on future developments, which are difficult to predict.
As a result of the COVID-19 pandemic, governmental authorities have implemented numerous and rapidly evolving measures to try to contain the virus, such as travel bans and restrictions, limits on gatherings, quarantines, shelter-in-place orders, and business shutdowns. In response to the COVID-19 pandemic and in accordance with governmental orders, we have also modified our business practices and implemented proactive measures to protect the health and safety of employees, including restricting employee travel, requiring, at times, remote work arrangements for non-laboratory employees, implementing social distancing, and enhanced sanitary measures in our headquarters, and cancelling attendance at events and conferences. Many of the suppliers, vendors, and service providers on whom we rely on have made similar modifications. To date, with the exception of us modifying our physical business practices, including lower travel, and delays in the receipt of certain laboratory supplies and the performance of related services, we have not experienced a material impact on business operations from the effects of COVID-19. There is no certainty measures implemented by government authorities will be sufficient to mitigate the risks posed by, or the impacts and disruptions of, the COVID-19 pandemic.
As a result of the COVID-19 pandemic and government actions to contain it, related volatility in the financial markets and deterioration of national and global economic conditions, we could experience material adverse operational and financial impacts, including:

overall lower expenditures by potential commercial partners as a result of challenging economic circumstances arising from the COVID-19 pandemic and potentially continuing after the immediate crisis subsides;

disruptions and delays to our R&D pipeline resulting from a shutdown of our headquarters due to expanded governmental restrictions or illness among our personnel as a result of COVID-19, increased absenteeism among employees, or delays with respect to raw materials necessary for our R&D activities;

interruptions or delays in seed production or grain sales resulting from supply chain disruptions, including as a result of restrictions or disruptions to transportation or operational disruptions at warehousing, storage, crushing and/or refining facilities;

overall reduced operational productivity resulting from challenges associated with remote work arrangements, limited resources available to our employees (particularly with respect to our business development employees for whom in-person access to our customers and customer prospects has been significantly limited) and increased cybersecurity risks as a result of remote access to our information systems; and

constraints on financing opportunities resulting from dislocations in the capital markets, which may make it too costly or difficult for us to pursue public or private equity or debt financings on acceptable terms.
The degree to which COVID-19 impacts our business and results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the severity, duration and geographic spread of the outbreak, and the global, national, and regional actions to contain the virus and address its impact, including travel restrictions imposed, business closures or business disruption.
The resumption of normal business operations after interruptions caused by COVID-19 may be delayed or constrained by lingering effects of COVID-19 on us or our suppliers, third-party service providers, counterparties in collaboration arrangement or licenses, or customers. Even after the COVID-19 outbreak has subsided, we may experience material and adverse impacts on its business, operating results, and financial
 
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condition as a result of the global economic impact of COVID-19 outbreak, including any recession that has occurred or may occur in the future.
The impact of COVID-19 may also exacerbate other risks discussed in this “Risk Factors” section, any of which could have a material effect on us. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.
Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.
The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (such as the recent COVID-19 pandemic) in locations where our products are sold, man-made or natural disasters, actual or threatened war, terrorist activity, political unrest, civil strife and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact distributor, retailer, foodservice and consumer demand for our products. In addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, restaurant and foodservice customers and consumers and creditors may suffer. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit, change in federal economic policy and recent international trade disputes. In particular, consumers may reduce the amount of plant-based food products that they purchase where there are conventional animal-based protein offerings, which generally have lower retail prices. In addition, consumers may choose to purchase private label products rather than branded products because they are generally less expensive. A decrease in consumer discretionary spending may also result in consumers reducing the frequency and amount spent on food prepared away from home. Distributors, retailers and foodservice customers may become more conservative in response to these conditions and seek to reduce their inventories. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors, retailer and foodservice customers, our ability to attract new consumers, the financial condition of our consumers and our ability to provide products that appeal to consumers at the right price. Decreases in demand for our products without a corresponding decrease in costs would put downward pressure on margins and would negatively impact our financial results. Prolonged unfavorable economic conditions or uncertainty may have an adverse effect on our sales and profitability and may result in consumers making long-lasting changes to their discretionary spending behavior on a more permanent basis.
The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from such projections, and which may adversely affect our future profitability, cash flows and the market price of our common stock.
Our financial projections included in this proxy statement/prospectus under “The Merger — Unaudited Prospective Financial Information of Benson Hill” are dependent on certain estimates and assumptions related to, among other things, growth assumptions that are inherently subject to significant uncertainties and contingencies, as well as, among other things, matters related specifically to the recent operational performance and anticipated development of our business, and are subject to significant economic, competitive, industry and other uncertainties, and may not be achieved in full, at all, or within projected timeframes. The financial projections also reflect numerous assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond our control. Furthermore, the financial projections do not take into account any circumstances or event occurring after the date they were prepared. The financial projections were not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the Public Company Accounting Oversight Board for preparation and presentation of prospective financial information. Accordingly, none of STPC, WithumSmith+Brown, PC, STPC’s independent registered public accounting firm, and Ernst & Young LLP, Benson Hill’s independent registered accounting firm, nor any other independent accountants, has compiled, examined or performed any procedures with respect to the financial projections contained herein, nor have they expressed any opinion or any other form of assurance on such projections or their achievability. The report of the independent registered public accounting firm to Benson Hill, Inc. contained in the audited financial statements for the year ended December 31, 2020, which is included in this
 
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proxy statement/prospectus, relates to historical financial information of Benson Hill, and such report does not extend to the financial projections included below and should not be read to do so. The financial projections were based on historical experience and on various other estimates and assumptions that our management believed to be reasonable under the circumstances and at the time they were made. There will be differences between actual and projected financial results, and actual results may be materially greater or materially less than those contained in the financial projections, especially in light of the increased difficulty in making such estimates and assumptions as a result of the COVID-19 pandemic. Any material variation between our financial projections and our actual results may adversely affect our future profitability, cash flows and the market price of our common stock. See “The Merger — Unaudited Prospective Financial Information of Benson Hill” beginning on page 148.
Future acquisitions or investments could disrupt our business and harm our financial condition.
In the future, we may pursue acquisitions or investments that we believe will help us achieve our strategic objectives. We may not be able to find suitable acquisition candidates, and even if we do, we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately achieve our goals or realize the anticipated benefits. The pursuit of acquisitions and any integration process will require significant time and resources and could divert management time and focus from operation of our then-existing business, and we may not be able to manage the process successfully. Any acquisitions we complete could be viewed negatively by our customers or consumers. An acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures, including disrupting our ongoing operations and subjecting us to additional liabilities, increasing our expenses, and adversely impacting our business, financial condition and operating results. Moreover, we may be exposed to unknown liabilities related to the acquired company or product, and the anticipated benefits of any acquisition, investment or business relationship may not be realized if, for example, we fail to successfully integrate such acquisition into our company. To pay for any such acquisitions, we would have to use cash, incur debt, or issue equity securities, each of which may affect our financial condition or the value of our common stock and could result in dilution to our stockholders. If we incur more debt it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to manage our operations. Our acquisition strategy could require significant management attention, disrupt our business and harm our business, financial condition and results of operations.
Risks Relating to Our Industry
The overall agricultural industry is susceptible to commodity price changes and we are exposed to market risks from changes in commodity prices.
Conditions in the U.S. agricultural industry significantly impact our operating results. Changes in the prices of commodities products could result in higher overall cost along the agricultural supply chain, which may negatively affect our ability to commercialize our products. We will be susceptible to changes in costs in the agricultural industry as a result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, product recalls and government regulations. As a result, we may not be able to anticipate or react to changing costs by adjusting our practices, which could cause our operating results to deteriorate.
Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.
The ability to grow our products is vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, which are quite common but difficult to predict, the effects of which may be influenced and intensified by ongoing global climate change. Unfavorable growing conditions can reduce both crop size and crop quality. In extreme cases, entire harvests may be lost in some geographic areas. Such adverse conditions can result in harvesting delays or loss of crops for farmers and cause us to be delayed, or to fail entirely in delivering product to customers, resulting in loss of revenue. Furthermore, significant fluctuations in market prices for agricultural inputs and crops could also have an adverse effect on the prices of our products.
 
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The ability to grow our products is also vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied, climatic conditions and the risks associated with ongoing global climate change. The costs to control disease and other infestations vary depending on the severity of the damage and the extent of the plantings affected. Moreover, there can be no assurance that available technologies to control such infestations will continue to be effective. These infestations can also increase costs, decrease revenues and lead to additional charges to earnings, which may have a material adverse effect on our business, financial position and results of operations.
Risks Relating to Regulatory and Legal Matters
The regulatory environment in the United States for our current and future products is uncertain and evolving.
Changes in applicable regulatory requirements could result in a substantial increase in the time and costs associated with developing our products and negatively impact our operating results. While the USDA and U.S. Food and Drug Administration (“FDA”) currently have petition processes that we have successfully completed in the past, these processes and the manner in which the USDA and FDA interpret their own regulations may change in the future, negatively impacting our speed to market and cost to launch product candidates. We cannot predict whether advocacy groups will challenge existing regulations and USDA or FDA determinations or whether the USDA or FDA will alter the manner in which it interprets its own regulations or institutes new regulations, or otherwise modifies regulations in a way that will subject our products to more burdensome standards, thereby substantially increasing the time and costs associated with developing our product candidates.
The regulatory environment outside the United States varies greatly from jurisdiction to jurisdiction and there is less certainty how our products will be regulated.
The regulatory environment around gene editing in plants for food ingredients is greatly uncertain outside of the United States and varies greatly from jurisdiction to jurisdiction. Each jurisdiction may have its own regulatory framework regarding genetically modified foods, which may include restrictions and regulations on planting and growing genetically modified plants and in the consumption and labeling of genetically modified foods, and which may encapsulate our products. To the extent regulatory frameworks outside of the United States are not receptive to our gene-editing technologies, this may limit our ability to expand into other global markets.
Complying with the regulatory requirements outside the United States will be costly and time-consuming, and there is no guarantee we will be able to commercialize our products outside the United States.
We cannot predict whether or when any jurisdiction will change its regulations with respect to our products. Advocacy groups have engaged in publicity campaigns and filed lawsuits in various countries against companies and regulatory authorities, seeking to halt regulatory approval or clearance activities or influence public opinion against genetically engineered and/or gene-edited products. In addition, governmental reaction to negative publicity concerning our products could result in greater regulation of genetic research and derivative products or regulatory costs that render our products cost prohibitive.
The scale of the commodity food and agricultural industry may make it difficult to monitor and control the distribution of our products. As a result, our products may be sold inadvertently within jurisdictions where they are not approved for distribution. Such sales may lead to regulatory challenges or lawsuits against us, which could result in significant expenses and management attention.
Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and profitability.
Agricultural production and trade flows are subject to government policies and regulations. Governmental policies and approvals of technologies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products can influence the planting of certain crops, the location and size of crop production,
 
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and the volume and types of imports and exports. In addition, as we grow our business, we may be required to secure additional permits and licenses. For example, we get a seed permit from each state where we sell seed and, as we expand into additional states, we will be required to acquire seed permits in those additional states. Finally, future government policies in the United States or in other countries may discourage our customers from using our products or encourage the use of products more advantageous to our competitors, which would put us at a commercial disadvantage and could negatively impact our future revenues and results of operations.
We may use biological materials in our business and are subject to numerous environmental, health and safety laws and regulations. Compliance with such laws and regulations and any claims relating to improper handling, storage or disposal of these materials could be time consuming and costly.
We are subject to numerous federal, state, local and foreign environmental, health and safety laws and regulations, including those governing laboratory procedures, the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes, discharge of pollutants into the environment and human health and safety matters. Our R&D processes involve the controlled use of hazardous materials, including biological materials. We may be sued for any injury or contamination that results from our use or the use by third parties of these materials, or may otherwise be required to remediate such contamination, and our liability may exceed any insurance coverage and our total assets. Compliance with environmental, health and safety laws and regulations may be expensive and may impair our R&D efforts. If we fail to comply with these requirements, we could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance. In addition, we cannot predict the impact on our business of new or amended environmental, health and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These current or future laws and regulations may impair our research, development or production efforts or result in increased expense of compliance.
Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
From time to time, we may be party to various claims and litigation proceedings. We evaluate these claims and litigation proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates. We are not currently party to any material litigation. Even when not merited, the defense of these lawsuits may divert management’s attention, and we may incur significant expenses in defending these lawsuits. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against us, which could negatively impact our financial position, cash flows or results of operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.
Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.
Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the merger or other ownership changes.
We have incurred losses during our history and do not expect to become profitable in the near future and may never achieve profitability. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2020, we had U.S. federal net operating loss carryforwards of approximately $136.9 million.
 
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Under the Tax Cuts and Jobs Act (the “Tax Act”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act.
In addition, our net operating loss carryforwards are subject to review and possible adjustment by the U.S. Internal Revenue Services (the “IRS”), and state tax authorities. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), our federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in our ownership. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with the business combination or other transactions. Similar rules may apply under state tax laws. We have not yet determined the amount of the cumulative change in our ownership resulting from the merger or other transactions, or any resulting limitations on our ability to utilize our net operating loss carryforwards and other tax attributes. If we earn taxable income, such limitations could result in increased future income tax liability to us and our future cash flows could be adversely affected. We have recorded a valuation allowance related to our net operating loss carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.
Risks Relating to Intellectual Property
Patents and patent applications involve highly complex legal and factual questions, which, if determined adversely to us, could negatively impact our competitive position.
The patent positions of biotechnology companies and other actors in our fields of business can be highly uncertain and involve complex scientific, legal and factual analyses. The interpretation and breadth of claims allowed in some patents covering biological compositions may be uncertain and difficult to determine and are often affected materially by the facts and circumstances that pertain to the patented compositions and the related patent claims. The issuance and scope of patents cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated, narrowed or circumvented. Challenges to our or our licensors’ patents and patent applications, if successful, may result in the denial of our or our licensors’ patent applications or the loss or reduction in their scope. In addition, defending against such challenges may be costly and involve the diversion of significant management time. Accordingly, rights under any of our patents may not provide us with enough protection against competitive products or processes and any loss, denial or reduction in scope of any of such patents and patent applications may have a material adverse effect on our business.
Even if not challenged, our patents and patent applications may not adequately protect our product candidates or technology or prevent others from designing their products or technology to avoid being covered by our patent claims. If the breadth or strength of protection provided by the patents we own or license is threatened, it could dissuade companies from partnering with us to develop, and could threaten our ability to successfully commercialize, our product candidates.
If we fail to obtain and maintain patent protection and trade secret protection of our product candidates and technology, we could lose our competitive advantage and competition we face would increase, reducing any potential revenues and have a material adverse effect on our business.
We will not seek to protect our intellectual property rights in all jurisdictions throughout the world and we may not be able to adequately enforce our intellectual property rights even in the jurisdictions where we seek protection.
Filing, prosecuting and defending patents in all countries and jurisdictions throughout the world would be prohibitively expensive. Patent prosecution must be sought on a country-by-country basis, which is an
 
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expensive and time-consuming process with uncertain outcomes. Our intellectual property rights in some countries outside the United States could be less extensive than those in the United States, assuming that rights are obtained in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions.
Competitors may use our technologies in jurisdictions where we or our licensors do not pursue and obtain patent protection. Further, competition may export otherwise infringing products to territories where we or our licensors have patent protection, but where the ability to enforce those patent rights is not as strong as in the United States. These products may compete with our products and our intellectual property rights and such rights may not be effective or enough to prevent such competition.
In addition, changes in, or different interpretations of, patent laws in the United States and other countries may permit others to use our discoveries or to develop and commercialize our technology and products without providing any notice or compensation to us or may limit the scope of patent protection that we or our licensors are able to obtain. The laws of some countries do not protect intellectual property rights to the same extent as United States laws and those countries may lack adequate rules and procedures for defending our intellectual property rights.
Furthermore, proceedings to enforce our patent rights and other intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our or our licensors’ patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded to us, if any, may not be commercially meaningful, while the damages and other remedies we may be ordered to pay such third parties may be significant. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
Third parties may assert rights to inventions we develop or otherwise regard as our own.
Third parties may in the future make claims challenging the inventorship or ownership of our or our licensors’ intellectual property. We may face claims by third parties that our agreements with employees, contractors, or consultants obligating them to assign intellectual property to us are ineffective or are in conflict with prior or competing contractual obligations of assignment. Litigation may be necessary to resolve an ownership dispute, and if we are not successful, we may be precluded from using certain intellectual property and associated products and technology or may lose our rights in that intellectual property.
We may be unsuccessful in developing, licensing or acquiring intellectual property that may be required to develop and commercialize our product candidates.
Our programs may involve additional product candidates that may require the use of intellectual property or proprietary rights held by third parties; the growth of our business may depend in part on our ability to acquire, in-license or use these intellectual property and proprietary rights.
However, we may be unable to acquire or in-license any third-party intellectual property or proprietary rights that may be key to development. Even if we can acquire or in-license such rights, we may be unable to do so on commercially reasonable terms. The licensing and acquisition of third-party intellectual property and proprietary rights is a competitive area, and several more established companies are also pursuing strategies to license or acquire third-party intellectual property and proprietary rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and agricultural development and commercialization capabilities.
In addition, companies that perceive us to be a competitor may be unwilling to assign or license intellectual property and proprietary rights to us. We also may be unable to license or acquire third-party intellectual property and proprietary rights on terms that would allow us to make an appropriate return on
 
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our investment or at all. If we are unable to successfully acquire or in-license rights to required third-party intellectual property and proprietary rights or maintain the existing intellectual property and proprietary rights we have, we may have to cease development of the relevant program, product or product candidate, which could have a material adverse effect on our business.
Risks Relating to the Merger
STPC public stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.
Upon the issuance of the New Benson Hill Common Stock to Benson Hill stockholders as merger consideration, current STPC public stockholders’ percentage ownership will be diluted. Subject to the assumptions set forth under “Basis of Presentation and Glossary” and assuming no public stockholders exercise their redemption rights, current STPC public stockholders’ percentage ownership in New Benson Hill following the issuance of shares to Benson Hill stockholders as merger consideration and after giving effect to the PIPE Investment would be 19.2%. Under the same assumptions and assuming that 40,250,000 shares of Class A Common Stock (the maximum number of shares of Class A Common Stock that could be redeemed in connection with the merger) are redeemed in connection with the merger and excluding any shares issuable pursuant to STPC’s outstanding warrants, current STPC public stockholders would not have any ownership in New Benson Hill following the issuance of shares of New Benson Hill Common Stock to Benson Hill stockholders as merger consideration. Additionally, of the expected members of the New Benson Hill board of directors after the completion of the merger, only two will be current directors of STPC or appointed by current stockholders of STPC and the rest will be current directors of Benson Hill or appointed by current stockholders of Benson Hill. The percentage of New Benson Hill Common Stock that will be owned by current STPC public stockholders as a group will vary based on the number of shares of Class A Common Stock for which the holders thereof request redemption in connection with the merger. To illustrate the potential ownership percentages of current STPC public stockholders under different redemption levels, based on the number of issued and outstanding shares of STPC common stock, Existing Benson Hill Common Stock and Benson Hill Preferred Stock on August 9, 2021, current STPC public stockholders, as a group, will own (1) if there are no redemptions, 19.2% of New Benson Hill Common Stock expected to be outstanding immediately after the merger and after giving effect to the PIPE Investment or (2) if there are redemptions of 100% of the outstanding shares of STPC common stock (which is the maximum amount of redemptions that would satisfy STPC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act)), no shares of the New Benson Hill Common Stock expected to be outstanding immediately after the merger. Because of this, current STPC public stockholders, as a group, will have less influence on the board of directors, management and policies of New Benson Hill than they now have on the board of directors, management and policies of STPC.
The market price of shares of New Benson Hill Common Stock after the merger may be affected by factors different from those currently affecting the prices of shares of Class A Common Stock.
Upon completion of the merger, holders of shares of Existing Benson Hill Common Stock and Benson Hill Preferred Stock will become holders of shares of New Benson Hill Common Stock. Prior to the merger, STPC has had limited operations. Upon completion of the merger, New Benson Hill’s results of operations will depend upon the performance of Benson Hill’s businesses, which are affected by factors that are different from those currently affecting the results of operations of STPC.
STPC has not obtained an opinion from an independent investment banking firm, and consequently, there is no assurance from an independent source that the merger consideration is fair to its stockholders from a financial point of view.
STPC is not required to, and has not, obtained an opinion from an independent investment banking firm that the merger consideration it is paying for Benson Hill is fair to STPC’s stockholders from a financial point of view. The fair market value of Benson Hill has been determined by STPC’s board of directors based upon the financial analysis of Benson Hill generally used to approve the transactions. Specifically, the board determined that the consideration being paid in the merger, which amount was negotiated at arm’s
 
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length, was fair to and in the best interests of STPC and its stockholders and appropriately reflected Benson Hill’s value. In reaching this determination, the board concluded that it was appropriate to base such valuation in part on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills, as well as quantitative factors such as Benson Hill’s historical growth rate and its potential for future growth in revenue and profits. STPC’s stockholders will be relying on the judgment of its board of directors with respect to such matters.
Because Benson Hill will become a publicly traded company through a merger as opposed to an underwritten public offering, no underwriter has conducted due diligence in connection with the transaction.
In an underwritten public offering, underwriters typically conduct due diligence on the issuer in order to establish a due diligence defense against liability claims under federal securities laws. Because STPC is already a publicly traded company, no underwriter has conducted due diligence in connection with the transaction. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in an underwritten public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/prospectus.
If the merger’s benefits do not meet the expectations of financial analysts, the market price of New Benson Hill Common Stock may decline.
The market price of the New Benson Hill Common Stock may decline as a result of the merger if New Benson Hill does not achieve the perceived benefits of the merger as rapidly, or to the extent anticipated by, financial analysts or the effect of the merger on New Benson Hill’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of New Benson Hill Common Stock may experience a loss as a result of a decline in the market price of New Benson Hill Common Stock. In addition, a decline in the market price of New Benson Hill Common Stock could adversely affect New Benson Hill’s ability to issue additional securities and to obtain additional financing in the future.
The consummation of the merger is subject to a number of conditions and if those conditions are not satisfied or waived, the merger agreement may be terminated in accordance with its terms and the merger may not be completed.
The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: approval of the proposals required to effect the merger by STPC stockholders, as well as receipt of all requisite regulatory approvals, absence of orders prohibiting completion of the merger, effectiveness of the registration statement of which this proxy statement/prospectus is a part, approval of the shares of New Benson Hill Common Stock to be issued to Benson Hill stockholders for listing on the NYSE, meeting the Minimum Cash Condition, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the merger agreement) and the performance by both parties of their covenants and agreements. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval, or STPC or Benson Hill may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement — Termination” beginning on page 186.
Termination of the merger agreement could negatively impact Benson Hill and STPC.
If the merger is not completed for any reason, including as a result of Benson Hill stockholders declining to adopt the merger agreement or STPC stockholders declining to approve the proposals required to effect the merger, the ongoing businesses of Benson Hill and STPC may be adversely impacted and, without realizing any of the anticipated benefits of completing the merger, Benson Hill and STPC would be subject to a number of risks, including the following:

Benson Hill or STPC may experience negative reactions from the financial markets, including negative impacts on STPC’s stock price (including to the extent that the current market price reflects a market assumption that the merger will be completed);
 
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Benson Hill may experience negative reactions from its customers, vendors and employees;

Benson Hill and STPC will have incurred substantial expenses and will be required to pay certain costs relating to the merger, whether or not the merger is completed; and

since the merger agreement restricts the conduct of Benson Hill’s and STPC’s businesses prior to completion of the merger, each of Benson Hill and STPC may not have been able to take certain actions during the pendency of the merger that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the section entitled “The Merger Agreement — Covenants and Agreements” beginning on page 174 of this proxy statement/prospectus for a description of the restrictive covenants applicable to Benson Hill and STPC).
If the merger agreement is terminated and Benson Hill’s board of directors seeks another merger or business combination, Benson Hill stockholders cannot be certain that Benson Hill will be able to find a party willing to offer equivalent or more attractive consideration than the consideration STPC has agreed to provide in the merger or that such other merger or business combination is completed. If the merger agreement is terminated and STPC’s board of directors seeks another merger or business combination, STPC stockholders cannot be certain that STPC will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed. See “The Merger Agreement — Termination” on page 186.
Benson Hill will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Benson Hill and consequently on STPC. These uncertainties may impair Benson Hill’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Benson Hill to seek to change existing business relationships with Benson Hill. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, New Benson Hill’s business following the merger could be negatively impacted. In addition, the merger agreement restricts Benson Hill from making certain expenditures and taking other specified actions without the consent of STPC until the merger occurs. These restrictions may prevent Benson Hill from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement — Covenants and Agreements” beginning on page 174.
STPC directors and officers may have interests in the merger different from the interests of STPC Stockholders.
Executive officers of STPC negotiated the terms of the merger agreement with their counterparts at Benson Hill, and the STPC board of directors determined that entering into the merger agreement was in the best interests of STPC and its stockholders, declared the merger agreement advisable and recommended that STPC stockholders approve the proposals required to effect the merger. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that STPC’s executive officers and directors may have financial interests in the merger that may be different from, or in addition to, the interests of STPC stockholders. The STPC board of directors and the audit committee thereof was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the merger and in recommending to STPC’s stockholders that they vote to approve the merger. For a detailed discussion of the special interests that STPC’s directors and executive officers may have in the merger, please see the section entitled “The Merger — Interests of STPC Directors and Executive Officers in the Merger” beginning on page 167.
The merger will result in changes to the board of directors of New Benson Hill that may affect the strategy of New Benson Hill.
If the parties complete the merger, the composition of New Benson Hill board of directors will change from the current boards of directors of STPC and Benson Hill. The board of directors of New Benson Hill will consist of Daniel Jacobi, Matthew Crisp, DeAnn Brunts, J. Stephan Dolezalek, Adrienne Elsner,
 
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David Lee, Craig Rohr, Anderw Wheeler and Linda Whitley-Taylor after the completion of the merger. This new composition of the New Benson Hill board of directors may affect the business strategy and operating decisions of New Benson Hill upon the completion of the merger.
The merger agreement contains provisions that may discourage other companies from trying to acquire Benson Hill for greater merger consideration.
The merger agreement contains provisions that may discourage a third-party from submitting a business combination proposal to Benson Hill that might result in greater value to Benson Hill’s stockholders than the merger or may result in a potential competing acquirer proposing to pay a lower per share price to acquire Benson Hill than it might otherwise have proposed to pay absent such provisions. These provisions include a general prohibition on Benson Hill from soliciting, or entering into discussions with any third-party regarding any acquisition proposal or offers for competing transactions. Benson Hill also has an unqualified obligation to submit the proposal to adopt the merger agreement to a vote by its stockholders, even if Benson Hill receives an alternative acquisition proposal that its board of directors believes is superior to the merger, unless the merger agreement has been terminated in accordance with its terms.
The unaudited pro forma combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the merger may differ materially.
The unaudited pro forma financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New Benson Hill’s actual financial position or results of operations would have been had the merger been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that STPC and Benson Hill currently believe are reasonable.
The unaudited pro forma financial information in this proxy statement/prospectus reflects adjustments which are based on a number of assumptions and estimates including, but not limited to, Benson Hill being considered the accounting acquirer in the merger, the debt obligations and the cash and cash equivalents of Benson Hill immediately following the consummation of the merger, and the number of shares of STPC Class A Common Stock that are redeemed in connection with the merger. Accordingly, such pro forma financial information may not be indicative of our future operating or financial performance and our actual financial condition and results of operations may vary materially from our pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. Additionally, the final acquisition accounting adjustments could differ materially from the unaudited pro forma adjustments presented in this proxy statement/prospectus. See “Unaudited Pro Forma Combined Financial Information” beginning on page 61.
STPC and Benson Hill will incur transaction costs in connection with the merger.
Each of STPC and Benson Hill has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the merger. STPC and Benson Hill may also incur additional costs to retain key employees. STPC and Benson Hill will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. STPC estimates that it will incur approximately $14.1 million in deferred underwriting fees and $14.2 million in fees related to the PIPE Investment and $7.0 million in transaction costs. Benson Hill estimates that it will incur approximately $14.7 million in transaction costs associated with the merger. Some of these costs are payable regardless of whether the merger is completed. See “The Merger — Terms of the Merger” beginning on page 148.
Benson Hill’s stockholders will have their rights as stockholders governed by New Benson Hill’s organizational documents.
As a result of the completion of the merger, holders of shares of Existing Benson Hill Common Stock and Benson Hill Preferred Stock will become holders of shares of New Benson Hill Common Stock, which will be governed by New Benson Hill’s organizational documents. As a result, there will be differences between the rights currently enjoyed by Benson Hill stockholders and the rights that Benson Hill stockholders
 
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who become New Benson Hill stockholders will have as stockholders of New Benson Hill. See “Comparison of Stockholders’ Rights” beginning on page 216.
If the merger does not qualify as a “reorganization” under Section 368(a) of the Code, U.S. Holders of Existing Benson Hill Common Stock may be required to pay substantial U.S. federal income taxes.
As discussed more fully under “Material U.S. Federal Income Tax Consequences,” subject to the qualifications and limitations discussed thereunder, the merger will qualify as a “reorganization” within the meaning of Section 368(a). However, such position is not binding upon the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Benson Hill and STPC do not intend to request a ruling from the IRS regarding any aspect of the U.S. federal income tax consequences of the merger. If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then a U.S. Holder that exchanges its Existing Benson Hill Common Stock for New Benson Hill Common Stock would recognize any gain in connection with the merger and may be subject to substantial U.S. federal income taxes. For more information on the material U.S. federal income tax consequences of the merger to U.S. Holders of Existing Benson Hill Common Stock, see “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Tax Consequences of the Merger to U.S. Holders of Existing Benson Hill Common Stock.’’
The Sponsor has agreed to vote in favor of the proposals at the STPC Special Meeting, regardless of how public stockholders vote.
As of the date hereof, the Founder Shares owned by STPC’s Sponsors represent approximately 20% of the voting power of the outstanding STPC common stock. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote its Founder Shares and any shares of Class A Common Stock held by it in favor of each of the proposals at the STPC Special Meeting, regardless of how public stockholders vote. Accordingly, the agreement by the Sponsor to vote in favor of each of the proposals at the STPC Special Meeting will increase the likelihood that STPC will receive the requisite stockholder approval for the merger and the transactions contemplated thereby.
Because of STPC’s limited resources and the significant competition for business combination opportunities, if the merger is not consummated, it may be more difficult for it to complete an initial business combination. If STPC is unable to complete an initial business combination, its public stockholders may receive only approximately $10.00 per share on its redemption of its shares of Class A Common Stock, or less than such amount in certain circumstances, based on the balance of its Trust Account (as of June 30, 2021), and its warrants will expire worthless.
If the merger is not consummated, STPC will continue looking for business combination opportunities. STPC encounters competition from other entities having a business objective similar to its own, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities competing for the types of businesses it intends to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar technical, human and other resources to those of STPC, and its financial resources will be relatively limited when contrasted with those of many of these competitors. While STPC believes there are numerous target businesses it could potentially acquire with the net proceeds of its IPO and the sale of the Private Placement Warrants if the merger is not consummated, STPC’s ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by its available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
Furthermore, because STPC is obligated to pay cash for the shares of Class A Common Stock its public stockholders redeem in connection with an initial business combination, target companies will be aware that this may reduce the resources available to STPC for the initial business combination. This may place STPC at a competitive disadvantage in successfully negotiating an initial business combination. If it is unable to complete an initial business combination, STPC’s public stockholders may only receive $10.00
 
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per share on the liquidation of its Trust Account, based on the balance of the Trust Account (as of June 30, 2021), and its warrants will expire worthless.
STPC may not be able to consummate the merger or an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Class A Common Stock and liquidate, in which case the holders of Class A Common Stock may only receive $10.00 per share, or less than such amount in certain circumstances, and the public warrants will expire worthless.
The Existing Charter provides that STPC must complete an initial business combination by January 8, 2023. If STPC is unable to consummate the merger or complete another initial business combination before January 8, 2023, STPC will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Class A Common Stock, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to STPC to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding shares of Class A Common Stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and STPC’s board of directors, dissolve and liquidate, subject in each case to STPC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its warrants, which will expire worthless if STPC fails to complete an initial business combination within the 24 month time period. In certain circumstances, the holders of Class A Common Stock may receive less than $10.00 per share on the redemption of their shares.
STPC’s Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from holders of Class A Common Stock, which may influence the vote on the Business Combination Proposal and reduce the public float of the Class A Common Stock.
STPC’s Sponsor, directors, officers, advisors or their affiliates may purchase Class A Common Stock or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the consummation of the merger and the other transactions contemplated by the merger agreement, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Class A Common Stock or public warrants in such transactions.
Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of Class A Common Stock is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that STPC’s Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from holders of Class A Common Stock who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination Proposal and thereby increase the likelihood of obtaining stockholder approval of the Business Combination Proposal. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with the merger or the other transactions contemplated by the merger agreement. Any such purchases of STPC securities may result in consummation of the merger, which may not otherwise have been possible. Any such purchases will be reported pursuant to Sections 13 and 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In addition, if such purchases are made, the public float of Class A Common Stock or public warrants and the number of beneficial holders of STPC securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of STPC securities on a national securities exchange.
 
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Neither STPC nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by Benson Hill in the merger agreement ultimately proves to be inaccurate or incorrect.
The representations and warranties made by Benson Hill and STPC to each other in the merger agreement will not survive the consummation of the merger. As a result, STPC and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration if any representation or warranty made by Benson Hill in the merger agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, STPC would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.
Either STPC or Benson Hill may waive one or more of the conditions to the merger or certain of the other transactions contemplated by the merger agreement.
Either STPC or Benson Hill may agree to waive, in whole or in part, some of the conditions to our obligations to consummate the merger or certain of the other transaction contemplated by the merger agreement, to the extent permitted by the Existing Charter and applicable laws. For example, it is a condition to our obligations to consummate the merger that certain of Benson Hill’s representations and warranties are true and correct in all respects as of the closing, except where the failure of such representations and warranties to be true and correct, taken as a whole, would not result in a material adverse effect. However, if STPC’s board of directors determines that it is in the best interest of the STPC stockholders to waive any such breach, then the board may elect to waive that condition and consummate the merger. No party is able to waive the condition that STPC stockholders approve the Business Combination Proposal.
STPC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for STPC to consummate an initial business combination with which a substantial majority of STPC’s stockholders do not agree.
The Existing Charter does not provide a specified maximum redemption threshold, except that in no event will STPC redeem the Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of an initial business combination and after payment of underwriters’ fees and commissions (such that STPC is not subject to the SEC’s “penny stock” rules). As a result, STPC may be able to consummate the merger even if a substantial majority of its stockholders do not agree with the merger and have redeemed their shares. Though STPC does not expect such a result in connection with the merger, in the event the aggregate cash consideration STPC would be required to pay for all shares of Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the merger agreement exceed the aggregate amount of cash available to STPC, STPC will not complete the merger or redeem any shares, all shares of Class A Common Stock submitted for redemption will be returned to the holders thereof, and STPC instead may search for an alternate business combination.
If third parties bring claims against STPC, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.
STPC’s placing of funds in the Trust Account may not protect those funds from third-party claims against STPC. Although STPC has sought to have all vendors, service providers, prospective target businesses and other entities with which it does business (except its independent registered accounting firm) execute agreements with STPC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the holders of Class A Common Stock, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against STPC’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, STPC’s management will perform an analysis of the alternatives available to it and will
 
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only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to STPC than any alternative. STPC is not aware of any product or service providers who have not or will not provide such waiver other than the underwriters of its IPO and STPC’s independent registered public accounting firm.
STPC’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the holders of Class A Common Stock.
In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, STPC’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.
While STPC currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to STPC, it is possible that STPC’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If STPC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the holders of Class A Common Stock may be reduced below $10.00 per share.
STPC may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.
STPC has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, STPC’s officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by STPC only if (i) STPC has sufficient funds outside of the Trust Account or (ii) STPC consummates an initial business combination. STPC’s obligation to indemnify its officers and directors may discourage stockholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against STPC’s officers and directors, even though such an action, if successful, might otherwise benefit STPC and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent STPC pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.
If, after STPC distributes the proceeds in the Trust Account to the holders of Class A Common Stock, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against STPC that is not dismissed, a bankruptcy court may seek to recover such proceeds, and STPC and its board may be exposed to claims of punitive damages.
If, after STPC distributes the proceeds in the Trust Account to its stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against STPC that is not dismissed, any distributions received by STPC’s stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by STPC’s stockholders. In addition, the STPC board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself and STPC to claims of punitive damages, by paying STPC’s stockholders from the Trust Account prior to addressing the claims of creditors.
 
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If, before distributing the proceeds in the Trust Account to the holders of Class A Common Stock, STPC files a bankruptcy petition or an involuntary bankruptcy petition is filed against STPC that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of STPC’s stockholders and the per-share amount that would otherwise be received by STPC’s stockholders in connection with STPC’s liquidation may be reduced.
If, before distributing the proceeds in the Trust Account to the holders of Class A Common Stock, STPC files a bankruptcy petition or an involuntary bankruptcy petition is filed against STPC that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in STPC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of STPC’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by STPC’s stockholders in connection with STPC’s liquidation may be reduced.
STPC stockholders may be held liable for claims by third parties against STPC to the extent of distributions received by them upon redemption of their shares.
Under the General Corporation Law of the State of Delaware (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to the holders of Class A Common Stock upon the redemption of the Class A Common Stock in the event STPC does not complete an initial business combination within the timeframe set forth in the Existing Charter may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is STPC’s intention to redeem the Class A Common Stock as soon as reasonably possible in the event it does not complete its initial business combination and, therefore, STPC does not intend to comply with the foregoing procedures.
Because STPC will not comply with Section 280, Section 281(b) of the DGCL requires STPC to adopt a plan, based on facts known to STPC at such time that will provide for STPC’s payment of all existing and pending claims or claims that may be potentially brought against STPC within the ten (10) years following its dissolution. However, because STPC is a blank check company, rather than an operating company, and STPC’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from STPC’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If STPC’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. STPC cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, STPC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of STPC’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to the holders of Class A Common Stock upon the redemption of the Class A Common Stock in the event STPC does not complete an initial business combination within the timeframe set forth in the Existing Charter is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six (6) years after the unlawful redemption distribution, instead of three (3) years, as in the case of a liquidating distribution.
STPC may not be able to complete the PIPE Investment in connection with the merger.
STPC may not be able to complete the PIPE Investment on terms that are acceptable to STPC, or at all. If STPC does not complete the PIPE Investment, STPC may not be able to consummate the merger or
 
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certain other transactions contemplated by the merger agreement. The terms of any alternative financing may be more onerous to the combined company than the PIPE Investment, and STPC may be unable to obtain alternative financing on terms that are acceptable to it, or at all. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the combined company.
None of STPC’s officers, directors or stockholders is required to provide any financing to STPC in connection with or after the consummation of the merger.
STPC may amend the terms of its warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then-outstanding warrants. As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of shares of Class A Common Stock purchasable upon exercise of a public warrant could be decreased, all without your approval.
The STPC Warrants were issued in registered form under the Warrant Agreement (as defined herein) between CST, as warrant agent, and STPC. The Warrant Agreement provides that the terms of STPC’s warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then-outstanding warrants to make any change that adversely affects the interests of the registered holders of the public warrants. Accordingly, STPC may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding warrants approve of such amendment.
Although STPC’s ability to amend the terms of the public warrants with the consent of at least 65% of the then-outstanding warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of Class A Common Stock purchasable upon exercise of a warrant.
STPC may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
STPC has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which STPC gives proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by STPC, STPC may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification. STPC will use its best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Placement Warrants will be redeemable by STPC so long as they are held by the Sponsor or its permitted transferees.
Subsequent to the consummation of the merger and the other transactions contemplated by the merger agreement, New Benson Hill may be required to take write-downs or write-offs, or the combined company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the combined company’s financial condition, results of operations and the price of New Benson Hill Common Stock, which could cause you to lose some or all of your investment.
Although STPC has conducted due diligence on Benson Hill, this diligence may not reveal all material issues that may be present with Benson Hill’s business. Factors outside of Benson Hill’s and STPC’s respective control may, at any time, arise. As a result of these factors, New Benson Hill may be forced to later
 
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write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in the combined company reporting losses. Even if STPC’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with STPC’s preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the combined company’s liquidity, the fact that the combined company reports charges of this nature could contribute to negative market perceptions about the combined company or its securities. In addition, charges of this nature may cause the combined company to be unable to obtain future financing on favorable terms or at all.
New Benson Hill’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the merger is consummated could have a material adverse effect on its business.
Benson Hill is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the merger and the other transactions contemplated by the merger agreement, the combined company will be required to provide management’s attestation on internal controls commencing with New Benson Hill’s annual report for the year ending December 31, 2021 in accordance with applicable SEC guidance. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Benson Hill as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the merger. If the combined company is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.
New Benson Hill will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New Benson Hill’s securities less attractive to investors and may make it more difficult to compare New Benson Hill’s performance to the performance of other public companies.
New Benson Hill will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the combined company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in New Benson Hill’s periodic reports and proxy statements and (c) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New Benson Hill’s stockholders may not have access to certain information they may deem important. New Benson Hill will remain an emerging growth company until the earliest of (1) the last day of the fiscal year (a) following January 8, 2026, (b) in which New Benson Hill has total annual gross revenue of at least $1.07 billion, or (c) in which New Benson Hill is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th subject to compliance with periodic reporting requirements for a period of at least twelve (12) months, and (2) the date on which New Benson Hill has issued more than $1.0 billion in non-convertible debt securities during the prior three (3) year period. STPC cannot