0001493152-24-023749.txt : 20240613 0001493152-24-023749.hdr.sgml : 20240613 20240613191926 ACCESSION NUMBER: 0001493152-24-023749 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240605 FILED AS OF DATE: 20240613 DATE AS OF CHANGE: 20240613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chiu Rita Wing Nga CENTRAL INDEX KEY: 0001887110 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39835 FILM NUMBER: 241042664 MAIL ADDRESS: STREET 1: P.O. BOX 2075 STREET 2: C/O MARICORP SERVICES LTD 30 THE STRAND CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-11105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Argonautic Ventures Master SPC CENTRAL INDEX KEY: 0001887202 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39835 FILM NUMBER: 241042663 BUSINESS ADDRESS: STREET 1: P.O. BOX 2075 STREET 2: C/O MARICORP SERVICES LTD 30 THE STRAND CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-11105 BUSINESS PHONE: 852 90152713 MAIL ADDRESS: STREET 1: P.O. BOX 2075 STREET 2: C/O MARICORP SERVICES LTD 30 THE STRAND CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-11105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Benson Hill, Inc. CENTRAL INDEX KEY: 0001830210 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 N. WARSON RD., STE 300 CITY: ST. LOUIS STATE: MO ZIP: 63132 BUSINESS PHONE: 314-222-8218 MAIL ADDRESS: STREET 1: 1001 N. WARSON RD., STE 300 CITY: ST. LOUIS STATE: MO ZIP: 63132 FORMER COMPANY: FORMER CONFORMED NAME: Star Peak Corp II DATE OF NAME CHANGE: 20201027 3 1 ownership.xml X0206 3 2024-06-05 0 0001830210 Benson Hill, Inc. BHIL 0001887110 Chiu Rita Wing Nga 2/F, STRATHVALE HOUSE, 90 NORTH CHURCH STREET, P.O. BOX 1103 GEORGE TOWN, GRAND CAYMAN, E9 KY1-1102 CAYMAN ISLANDS 0 0 1 0 0001887202 Argonautic Ventures Master SPC 2/F, STRATHVALE HOUSE, 90 NORTH CHURCH STREET, P.O. BOX 1103 GEORGE TOWN, GRAND CAYMAN, E9 KY1-1102 CAYMAN ISLANDS 0 0 1 0 Common Stock 16053474 I See Footnote Represents (a) 4,650,000 shares of Common Stock held by Argonautic Ventures Master SPC for and on behalf of Argonautic Vertical Series Benson Hill SS Fund III SP ("Argonautic SS Fund III") and (b) 11,403,474 shares of Common Stock held by Argonautic Ventures Master SPC for and on behalf of Argonautic Vertical Series Benson Hill SS Funds II SP ("Argonautic SS Fund II"), of which 1,536,468 shares (the "Earnout Shares") are held in an escrow account and subject to an earn-out contingency until the achievement of certain stock price targets pursuant to the Issuer's business combination on September 29, 2021. Any Earnout Shares that have not vested pursuant to such targets by September 29, 2024 will be released by the escrow agent to the Issuer for cancellation. Chiu Wing Nga Rita holds a direct or indirect interest in, and acts as a director of, Argonautic SS Fund II and Argonautic SS Fund III, which are investment funds. Chiu Wing Nga Rita disclaims beneficial ownership of these securities except to the extent of any pecuniary interest she may have therein, directly or indirectly. As disclosed in the Schedule 13D filed on June 5, 2024, by the Reporting Persons and certain other beneficial owners of the Common Stock (such other persons, the "Other Stockholders"), the Reporting Persons may be deemed to be members of a "group" with the Other Stockholders for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Common Stock reported herein, which is the only Common Stock in which the Reporting Persons have a reportable pecuniary interest, does not include any Common Stock which may be beneficially owned by the Other Stockholders. Neither the filing of this Form 3 nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owners of any of the Common Stock beneficially owned in the aggregate by other members of the "group" and their respective affiliates for purposes of Section 13(d)(3) of the Exchange Act or for any other purpose, and such beneficial ownership and pecuniary interest is expressly disclaimed. Argonautic Ventures Master SPC, By: /s/ Chiu Wing Nga Rita, Director 2024-06-13 /s/ Chiu Wing Nga Rita 2024-06-13