bhil-20211229

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2022 (December 29, 2021)

(Exact name of registrant as specified in its charter)

Delaware

001-39835

85-3374823

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1001 North Warson Rd.

St. Louis, Missouri 63132

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value

BHIL

The New York Stock Exchange

Warrants exercisable for one share of common stock at an exercise price of $11.50

BHIL WS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On January 4, 2022, Benson Hill, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of its acquisition of ZFS Creston, LLC (“ZFS Creston”) on December 30, 2021, pursuant to which ZFS Creston became an indirect wholly-owned subsidiary of the Company. This Current Report on Form 8-K/A (this “8-K/A”) amends the Initial Form 8-K in order to include the historical financial statements of the Company and the pro forma financial information required by Item 9.01 of Form 8-K. The pro forma financial information included in this 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and ZFS Creston would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Company’s acquisition of ZFS Creston. Except as described above, all other information in the Initial Form 8-K remains unchanged.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The historical audited financial statements of ZFS Creston as of October 31, 2020 and 2019 and for each of the years in the two-year period ended October 31, 2020, are filed herewith as Exhibit 99.1 and incorporated herein by reference.

The historical unaudited condensed financial statements of ZFS Creston as of July 31, 2021 and for the nine months ended July 31, 2021 and 2020 are filed herewith as Exhibit 99.2 and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements of the Company and ZFS Creston for the year ended December 31, 2020 and as of and for the nine months ended September 30, 2021 are filed herewith as Exhibit 99.3 and incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BENSON HILL, INC.

By:			/s/ DeAnn Brunts
			DeAnn Brunts
			Chief Financial Officer

Date: March 16, 2022


Exhibit No.						Description
23.1						Consent of Crowe LLP.
99.1						The audited financial statements of ZFS Creston, LLC a s of October 31, 2020 and 2019 and for each of the years in the two-year period ended October 31, 2020 .
99.2						The unaudited condensed financial statements of ZFS Creston, LLC a s of July 31, 2021 and for the nine months ended July 31, 2021 and July 31, 2020 .
99.3						Unaudited pro forma condensed combined financial statements of Benson Hill, Inc. and ZFS Creston, LLC for the year ended December 31, 2020 and as of and for the nine months ended September 30, 2021.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)