Amendment: SEC Form SC 13D/A filed by Benson Hill Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Benson Hill, Inc.

Common Stock, par value $0.0001 per share

082490202

Michael Kime

5000 Washington Place, Suite 200

St. Louis, Missouri 63108

(314) 422-3388

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D/A (Amendment No. 2)

Explanatory Note

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed by the Reporting Persons to amend and supplement the Statement on Schedule 13D filed by the Reporting Persons with the SEC on June 5, 2024, as amended by Amendment No. 1 on June 27, 2024 (collectively, the “Prior Statement”), with respect to shares of the common stock, par value $0.0001 per share (the “Common Stock”), of Benson Hill, Inc., a Delaware corporation (the “Issuer”). Except as amended and supplemented hereby, the Prior Statement remains in full force and effect. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Prior Statement. All Common Stock share and per share information and warrant amounts in this Amendment No. 2 have been adjusted to reflect the Reverse Stock Split that became effective on July 18, 2024.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following at the end thereof:

Following continued discussions with the Argonautic Reporting Persons, the Special Committee, on behalf of the Issuer, and Argonautic Ventures Master SPC executed on August 8, 2024 a non-exclusive, non-binding letter of intent (the “Non-Binding LOI”). The Non-Binding LOI is materially consistent with the June 2024 Proposal. The Non-Binding LOI provides that the proposed transaction would be structured as a tender offer by a wholly-owned subsidiary of the Buyer (the “Merger Sub”) pursuant to which the shareholders of the Issuer other than the Reporting Persons, other potential co-investors in the Buyer and their respective affiliates would receive consideration of $8.60 per share in cash (which price gives effect to the Reverse Stock Split). The Non-Binding LOI was disclosed by the Issuer on a Current Report on Form 8-K furnished on September 9, 2024 to the SEC. The Buyer and Merger Sub are affiliates of the Reporting Persons.

On October 13, 2024, J. Stephan Dolezalek, who serves as a Managing Partner of Grosvenor Food & AgTech (f/k/a Wheatsheaf Group, LLC), a wholly-owned subsidiary of Grosvenor Food & AgTech Limited (“Grosvenor”), informed the Issuer of his resignation as a member of the Board, effective as of such date. Certain of the Reporting Persons have begun to engage, and intend to continue to engage, on a coordinated basis, in communications, discussions and negotiations with Grosvenor and Mr. Dolezalek and their respective legal, financial, accounting and other advisors, to engage in concerted actions regarding the Proposed Acquisition and other strategic alternatives involving the Issuer, including financing transactions and strategic partnerships. SEC guidance provides that as a result of such communications, discussions and negotiations by such Reporting Persons with Grosvenor and Mr. Dolezalek, the Reporting Persons may be deemed to be a part of a group with Grosvenor and Mr. Dolezalek. The Reporting Persons disclaim any beneficial ownership of the shares of Common Stock held by Grosvenor and Mr. Dolezalek.

The Non-Binding LOI and/or any of the other strategic alternatives mentioned above may result in one or more of the transactions, events or actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from The Nasdaq Stock Market LLC, deregistration of the Common Stock with the SEC, and other material changes in the Issuer’s business or corporate structure.

Item 5. Interest in Securities of the Issuer.

Items 5(a), (b) and (c) are hereby amended and restated in their entirety as follows:

(a)-(b) The information relating to the beneficial ownership of shares of Common Stock by each of the Reporting Persons set forth in Rows 7, 8, 9, 10, 11 and 13 of each of the cover pages of this Amendment No. 2 and the information set forth in Item 2 of this Amendment No. 2 is incorporated herein by reference.

By virtue of the communications, discussions and negotiations by the Reporting Persons, on a coordinated basis, with each of the other Reporting Persons to engage in concerted actions regarding the Non-Binding LOI and the Proposed Acquisition, the Reporting Persons may be deemed to be members of a group with each of the other Reporting Persons acting together for that common purpose pursuant to Section 13(d) of the Exchange Act. However, (i) the iSelect Reporting Persons disclaim any beneficial ownership of the shares of Common Stock held by the other Reporting Persons (not including any iSelect Reporting Person), (ii) the Argonautic Reporting Persons disclaim any beneficial ownership of the shares of Common Stock held by the other Reporting Persons (not including any Argonautic Reporting Person), (iii) S2G disclaims any beneficial ownership of the shares of Common Stock held by the other Reporting Persons, (iv) Fall Line and O’Brien disclaim any beneficial ownership of the shares of Common Stock held by the other Reporting Persons (not including Fall Line and O’Brien), and (v) Crisp disclaims any beneficial ownership of the shares of Common Stock held by the other Reporting Persons. Neither the filing of this Amendment No. 2 nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any shares of Common Stock that are beneficially owned by any other Reporting Persons, except for (i) the iSelect Reporting Persons with respect to each other, (ii) the Argonautic Reporting Persons with respect to each other, and (iii) Fall Line and O’Brien with respect to each other.

Assuming the Reporting Persons may be deemed to be members of a group with each of the other Reporting Persons acting together for that common purpose pursuant to Section 13(d) of the Exchange Act, and subject to the preceding paragraph, the shares of Common Stock beneficially owned by each Reporting Person may be deemed to be beneficially owned by each of the other Reporting Persons. Accordingly, in the aggregate, the Reporting Persons may be deemed to beneficially own 939,635 shares of Common Stock, consisting of an aggregate of (i) 935,667 shares of Common Stock and (ii) 3,968 shares of Common Stock issuable to certain Reporting Persons, as disclosed above, pursuant to warrants exercisable within 60 days of the date of this Schedule 13D, which, as calculated in accordance with Rule 13d-3(d)(1)(i), represents approximately 16.8% of the total number of shares of Common Stock the Reporting Persons believe to be outstanding as of the date of this Amendment No. 2 based on (i) 6,119,590 shares outstanding as of August 6, 2024 (according to the information contained in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 8, 2024), (ii) the 3,968 shares of Common Stock issuable pursuant to warrants as described above, and (iii) certain changes subsequent to such Quarterly Report on Form 10-Q including, but not limited to, the forfeiture on September 29, 2024 of earnout shares from an escrow account, pursuant to an escrow agreement dated as of September 29, 2021, which earnout shares were automatically released by the escrow agent to the Issuer for cancellation.

In addition, by virtue of the communications, discussions and negotiations by certain of the Reporting Persons, on a coordinated basis, with Grosvenor and Mr. Dolezalek and their respective legal, financial, accounting and other advisors, to engage in concerted actions regarding the Proposed Acquisition and other strategic alternatives involving the Issuer, including financing transactions and strategic partnerships, the Reporting Persons may be deemed to be members of a group with Grosvenor acting together for that common purpose pursuant to Section 13(d) of the Exchange Act. However, the Reporting Persons disclaim any beneficial ownership of the shares of Common Stock held by Grosvenor. Neither the filing of this Amendment No. 2 nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any shares of Common Stock that are beneficially owned by Grosvenor.

Grosvenor has filed or intends to file a Schedule 13D/A on the same date as this Amendment No. 2 to report the beneficial ownership of a total of 307,239 shares of Common Stock. Assuming the Reporting Persons may be deemed to be members of a group with Grosvenor acting together for that common purpose pursuant to Section 13(d) of the Exchange Act, and subject to the preceding paragraph, the Reporting Persons and Grosvenor may be deemed to beneficially own, in the aggregate, 1,246,874 shares of Common Stock, which, as calculated in accordance with Rule 13d-3(d)(1)(i) of the Exchange Act, represents approximately 22.2% of the total shares of Common Stock the Reporting Persons believe to be outstanding as of the date of this Amendment No. 2 based on (i) 6,119,590 shares outstanding as of August 6, 2024 (according to the information contained in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 8, 2024), (ii) the 3,968 shares of Common Stock issuable pursuant to warrants as described above, (iii) 21,904 shares of Common Stock issuable to Grosvenor pursuant to warrants exercisable within 60 days of this Amendment No. 2, and (iv) certain changes subsequent to such Quarterly Report on Form 10-Q including, but not limited to, the forfeiture on September 29, 2024 of earnout shares from an escrow account, pursuant to an escrow agreement dated as of September 29, 2021, which earnout shares were automatically released by the escrow agent to the Issuer for cancellation.

The Reporting Persons are only responsible for the information contained in this Amendment No. 2 and assume no responsibility for information contained in any other Schedules 13D or amendments thereto filed by any other Reporting Persons or Grosvenor.

(c) Except as set forth below in this Item 5(c), none of the Reporting Persons has effected any transactions in the Common Stock within the past 60 days.

43,899 shares of Common Stock that were previously reported as beneficially owned by Argonautic SS Fund II and Ms. Chiu (the “Earnout Shares”) and held in an escrow account were subject to an earn-out contingency until the achievement no later than September 29, 2024 of certain stock price targets pursuant to the Issuer’s business combination on September 29, 2021. On September 29, 2024, all of the Earnout Shares were automatically released by the escrow agent to the Issuer for cancellation, pursuant to an escrow agreement entered into on September 29, 2021, because none of the stock price targets were achieved and, accordingly, none of the Earnout Shares vested.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

The information set forth in Items 4 and 5 of this Amendment No. 2 is incorporated herein by reference, as applicable.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety as follows:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 16, 2024