10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______

Commission file number 001-39835

Benson Hill, Inc.

(Exact name of registrant as specified in its charter)

Delaware			85-3374823
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
1001 North Warson Rd	St. Louis,	Missouri	63132
(Address of Principal Executive Offices)			(Zip Code)

(314) 222-8218

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 7, 2023, 207,974,435 shares of the registrant’s Common Stock, par value $0.0001, were issued and outstanding.

2

Benson Hill, Inc.

TABLE OF CONTENTS

		Page
Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements	4
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Operations (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Loss (Unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
Part II - Other Information
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	41
Signatures		42

3

Part I - Financial Information

Item 1. Financial Statements

Benson Hill, Inc.

Condensed Consolidated Balance Sheets (Unaudited)
(In Thousands, Except Per Share Data)

	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	13,882	$	25,053
Marketable securities	80,514		132,121
Accounts receivable, net	36,456		28,591
Inventories, net	42,670		62,110
Prepaid expenses and other current assets	28,941		29,346
Current assets of discontinued operations	4,226		23,507
Total current assets	206,689		300,728
Property and equipment, net	99,658		99,759
Finance lease right-of-use assets, net	63,185		66,533
Operating lease right-of-use assets	5,628		1,660
Goodwill and intangible assets, net	7,774		27,377
Other assets	9,367		4,863
Total assets	$	392,301	$	500,920
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	20,607	$	36,717
Finance lease liabilities, current portion	3,725		3,318
Operating lease liabilities, current portion	1,310		364
Long-term debt, current portion	2,246		2,242
Accrued expenses and other current liabilities	22,224		33,435
Current liabilities of discontinued operations	4,031		16,441
Total current liabilities	54,143		92,517
Long-term debt, less current portion	105,185		103,991
Finance lease liabilities, less current portion	75,746		76,431
Operating lease liabilities, less current portion	6,512		1,291
Warrant liabilities	11,732		24,285
Conversion option liabilities	1,983		8,091
Deferred income taxes	155		283
Other non-current liabilities	242		129
Total liabilities	255,698		307,018
Stockholders’ equity:
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 207,467 and 206,668 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	21		21
Additional paid-in capital	608,522		609,450
Accumulated deficit	(468,369)		(408,474)
Accumulated other comprehensive loss	(3,571)		(7,095)
Total stockholders’ equity	136,603		193,902
Total liabilities and stockholders’ equity	$	392,301	$	500,920

See accompanying notes to the condensed consolidated financial statements (unaudited).

4

Benson Hill, Inc.

Condensed Consolidated Statements of Operations (Unaudited)
(In Thousands, Except Per Share Data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues	$	109,038	$	93,631	243,681		159,757
Cost of sales	106,070		87,889		231,190		162,950
Gross profit (loss)	2,968		5,742		12,491		(3,193)
Operating expenses:
Research and development	10,313		12,006		22,955		24,301
Selling, general and administrative expenses	10,851		20,281		27,018		40,536
Impairment of goodwill	19,226		—		19,226		—
Total operating expenses	40,390		32,287		69,199		64,837
Loss from operations	(37,422)		(26,545)		(56,708)		(68,030)
Other (income) expense:
Interest expense, net	6,874		3,442		13,246		9,830
Changes in fair value of warrants and conversion option	3,036		(5,899)		(18,660)		(37,640)
Other expense, net	1,921		954		2,789		2,285
Total other (income) expense, net	11,831		(1,503)		(2,625)		(25,525)
Net loss from continuing operations before income taxes	(49,253)		(25,042)		(54,083)		(42,505)
Income tax expense (benefit)	(138)		56		(123)		17
Net loss from continuing operations, net of income taxes	(49,115)		(25,098)		$	(53,960)	$	(42,522)
Net loss from discontinued operations, net of income taxes (refer to Note 4, Discontinued Operations)	(7,726)		(2,456)		(5,935)		(1,608)
Net loss attributable to common stockholders	$	(56,841)	$	(27,554)	$	(59,895)	$	(44,130)
Net loss per common share:
Basic and diluted net loss per common share from continuing operations	$	(0.26)	$	(0.14)	$	(0.29)	$	(0.24)
Basic and diluted net loss per common share from discontinued operations	$	(0.04)	$	(0.01)	$	(0.03)	$	(0.01)
Basic and diluted total net loss per common share	$	(0.30)	$	(0.15)	$	(0.32)	$	(0.25)
Weighted average shares outstanding:
Basic and diluted weighted average shares outstanding	187,725		185,530		187,421		173,189

See accompanying notes to the condensed consolidated financial statements (unaudited).

5

Benson Hill, Inc.

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(In Thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss attributable to common stockholders	$	(56,841)	$	(27,554)	$	(59,895)	$	(44,130)
Foreign currency:
Comprehensive income (loss)	—		20		—		(45)
	—		20		—		(45)
Marketable securities:
Comprehensive income (loss)	4,662		(4,393)		6,568		(8,159)
Adjustment for net income (loss) realized in net loss	(1,994)		1,022		(3,044)		2,229
	2,668		(3,371)		3,524		(5,930)
Total other comprehensive income (loss)	2,668		(3,351)		3,524		(5,975)
Total comprehensive loss	$	(54,173)	$	(30,905)	$	(56,371)	$	(50,105)

See accompanying notes to the condensed consolidated financial statements (unaudited).

6

Benson Hill, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In Thousands, Except Per Share Data)

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2022	206,668	$	21	$	609,450	$	(408,474)	$	(7,095)	$	193,902
Stock option exercises, net	791	—		121		—		—		121
Stock-based compensation expense	—	—		2,814		—		—		2,814
Comprehensive income (loss)	—	—		—		(3,054)		856		(2,198)
Balance as of March 31, 2023	207,459	$	21	$	612,385	$	(411,528)	$	(6,239)	$	194,639
Stock option exercises, net	8	—		19		—		—		19
Stock-based compensation expense	—	—		(3,882)		—		—		(3,882)
Comprehensive income (loss)	—	—		—		(56,841)		2,668		(54,173)
Balance as of June 30, 2023	207,467	$	21	$	608,522	$	(468,369)	$	(3,571)	$	136,603

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2021	178,089	$	18	$	533,101	$	(280,569)	$	(1,103)	$	251,447
Stock option exercises, net	830	—		636		—		—		636
Stock-based compensation expense	—	—		5,683		—		—		5,683
PIPE Investment, net of issuance cost of $3,456	26,150	3		54,925		—		—		54,928
Comprehensive loss	—	—		—		(16,576)		(2,624)		(19,200)
Balance as of March 31, 2022	205,069	$	21	$	594,345	$	(297,145)	$	(3,727)	$	293,494
Stock option exercises, net	547	—		715		—		—		715
Stock-based compensation expense	—	—		5,676		—		—		5,676
Comprehensive loss	—	—		—		(27,554)		(3,351)		(30,905)
Balance as of June 30, 2022	205,616	$	21	$	600,736	$	(324,699)	$	(7,078)	$	268,980

See accompanying notes to the condensed consolidated financial statements (unaudited).

7

Benson Hill, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)

	Six Months Ended June 30,
	2023		2022
Operating activities
Net loss	$	(59,895)	$	(44,130)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	10,596		10,942
Stock-based compensation expense	(1,214)		11,359
Bad debt expense	(197)		445
Changes in fair value of warrants and conversion option	(18,660)		(37,640)
Accretion and amortization related to financing activities	4,318		5,875
Realized losses on sale of marketable securities	3,044		2,229
Impairment of goodwill	19,226		—
Other	2,593		3,521
Changes in operating assets and liabilities:
Accounts receivable	(1,614)		(5,469)
Inventories	31,072		9,117
Other assets and other liabilities	909		5,293
Accounts payable	(23,708)		(12,722)
Accrued expenses	(10,751)		(7,552)
Net cash used in operating activities	(44,281)		(58,732)
Investing activities
Purchases of marketable securities	(75,050)		(248,637)
Proceeds from maturities of marketable securities	41,759		9,549
Proceeds from sales of marketable securities	84,385		170,217
Purchase of property and equipment	(6,956)		(5,637)
Acquisition, net of cash acquired	—		(1,034)
Proceeds from divestiture of discontinued operations	1,928		—
Other	36		—
Net cash provided by (used in) investing activities	46,102		(75,542)
Financing activities
Contributions from PIPE Investment, net of transaction costs $3,761 in 2022	—		81,234
Repayments of long-term debt	(4,313)		(4,576)
Proceeds from issuance of long-term debt	—		24,078
Payments of debt issuance costs	(2,000)		(38)
Borrowing under revolving line of credit	—		12,491
Repayments under revolving line of credit	—		(11,783)
Payments of finance lease obligations	(1,595)		(629)
Proceeds from exercise of stock awards, net of withholding taxes	140		1,351
Net cash (used in)/provided by financing activities	(7,768)		102,128
Effect of exchange rate changes on cash	—		(45)
Net decrease in cash and cash equivalents	(5,947)		(32,191)
Cash, cash equivalents and restricted cash, beginning of period	43,321		78,963
Cash, cash equivalents and restricted cash, end of period	$	37,374	$	46,772

8

Supplemental disclosure of cash flow information
Cash paid for taxes	$	2	$	1
Cash paid for interest	$	9,555	$	5,900
Supplemental disclosure of non-cash activities
PIPE Investment issuance costs included in accrued expenses and other current liabilities	$	—	$	362
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities	$	333	$	2,255
Financing leases commencing in the period	$	—	$	806

See accompanying notes to the condensed consolidated financial statements (unaudited).

9

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements 

(Unaudited)

(In Thousands, Except Per Share Data)

1. Description of Business

Benson Hill, Inc. and subsidiaries (collectively, “Benson Hill”, the “Company”, “we”, “us”, or “our”) is a food technology company on a mission to lead the pace of innovation in food. We have a vision to build a healthier and happier world by unlocking the natural genetic diversity of plants with our leading technology platform, CropOS®. Starting with consumer demand, we leverage CropOS® and advanced breeding techniques to design food that’s better from the beginning: more nutritious, more flavorful, and more accessible, while enabling efficient production and delivering novel sustainability benefits to food and feed customers. We are headquartered in St. Louis, Missouri, where the majority of our research and development activities are managed. We operate a soy crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, a soy crushing facility in Seymour, Indiana, and we process dry peas in North Dakota, which we sell throughout North America.

Fresh Business Segment Divestiture

On December 29, 2022, the Company entered into a Stock Purchase Agreement (the “Stock Sale”) to sell J&J Produce, Inc. (“J&J”) and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. J&J was the main component of the former Fresh segment. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, the Company closed the Stock Sale. The Company’s strategic shift to exit the Fresh segment met the criteria to be classified as businesses held for sale and to be presented as a discontinued operation. Refer to Note 4, Discontinued Operations for further details on the divestiture of the former Fresh segment.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and Securities and Exchange Commission (“SEC”) regulations, assuming the Company will continue as a going concern.

For the three and six months ended June 30, 2023, the Company incurred a net loss from continuing operations of $49,115 and $53,960, respectively, and for the six months ended June 30, 2023, the Company had negative cash flows from operating activities of $44,281 and had capital expenditures of $6,956. As of June 30, 2023, the Company had cash and marketable securities of $94,396 and restricted cash of $19,840. Furthermore, as of June 30, 2023, the Company had an accumulated deficit of $468,369 and term debt and notes payable of $107,431, which are subject to repayment terms and covenants further described in Note 9, Debt. Specifically, scheduled principal payments on the Convertible Notes Payable are due starting in the third quarter of 2024. The Company has incurred significant losses since its inception, primarily to fund investment into technology and costs associated with early-stage commercialization of products.

These factors, coupled with expected debt repayments and capital expenditures indicated that, without further action, the Company’s forecasted cash flows would not be sufficient for the Company to meet its contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date the condensed consolidated financial statements are issued. Therefore, there is now substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

During the first quarter of 2023, the Company entered into an amendment to its existing Convertible Loan and Security Agreement, which among other things, extended the interest-only period by six months through the second quarter of 2024, and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the Company’s liquidity plans and operating budget include further actions that management believes are probable of being achieved in the 12 months after the date the condensed consolidated financial statements were issued. These actions include improving operating efficiencies by reducing certain operating costs and restructuring certain parts of the organization. In addition, the Company is considering additional actions to allow the Company to meet its obligations as they come due including exploring strategic options involving its Seymour, Indiana soy crush facility, supplementing cash needs by selling additional shares of its common stock, or securities convertible into common stock, to the public through its shelf registration

10

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

statement, or obtaining alternative equity financing, and potentially refinancing its current high-cost debt with a conventional, lower cost, lending facility of up to $100 million. There are no guarantees that the Company will achieve any of these plans, which involve risks and uncertainties.

For the three and six months ended June 2023, the Company recognized severance charges of $1,126 and $1,238, respectively, within selling, general and administrative expenses on the Condensed Consolidated Statement of Operations.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and SEC regulations. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2023. A description of the Company’s significant accounting policies is included in the notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2022 audited consolidated financial statements and the notes thereto.

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Certain prior period balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through December 31, 2023 and expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosures that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-

11

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liabilities.

Cash, Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid investments with maturities of 90 days or less at the acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if the Company expects that the cash will remain restricted for a period greater than one year. Current restricted cash is included in the prepaid expenses and other current assets on the condensed consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $3,652 of cash and cash equivalents reported within current assets of discontinued operations as of June 30, 2023 to the amount shown in the condensed consolidated statements of cash flows. There was no restricted cash as of June 30, 2022.

	June 30, 2023
Cash and cash equivalents	$	17,534
Restricted cash, current	19,840
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	37,374

Goodwill and Intangible Assets

Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit.

Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired.

As of June 30, 2023, the Company identified an indicator of impairment and determined it was no longer more likely than not that the fair value of the Company’s sole reporting unit was in excess of the carrying value. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and the Company recorded an impairment of the carrying value of goodwill of $19,226, which represented the entire goodwill balance prior to the impairment charge. The goodwill impairment charge had an immaterial impact on the provision for income taxes.

The Company performed an interim impairment analysis for the Ingredients reporting unit using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. The Company’s estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing its proprietary products and pursue other strategic investments in the industry.

For the quarter ended June 30, 2023, the Company determined there was no impairment of its intangible assets.

12

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

Stock Award Modifications

In June 2023, the Company announced that the former Chief Executive Officer (CEO) agreed to resign from the Company effective June 15, 2023, and entered into a consulting agreement to provide transition support through June 15, 2024. In connection with the separation, the Company modified the terms of its former CEO’s outstanding stock awards to (1) continue vesting over the consulting period through June 15, 2024 if continuous service is achieved with the Company; (2) extend the period during which the vested stock options may be exercised for a period of 90 days following the termination of consultancy, if continuous service is achieved with the Company; and (3) extend the period in which performance-based vesting conditions for restricted stock units may be achieved through June 15, 2024, if continuous service is achieved with the Company. As a result of the stock award modifications, the Company recorded a $6.2 million decrease to stock-based compensation expense for the three and six months ended June 30, 2023.

Recently Issued Accounting Guidance Not Yet Effective

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In December 2022, the FASB issued ASU 2022-06 and deferred the sunset date of the Reference Rate Reform (Topic 848) from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company has a floating rate revolving credit facility, a term loan and an equipment loan due in 2024 and plans on phasing out LIBOR as a reference rate before December 31, 2024.

In August 2020, the FASB issued ASU 2020-06, Debt (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within those years, and early adoption is permitted. The Company is currently evaluating the impact ASU 2020-06 will have on its condensed consolidated financial statements.

3. Business Combinations

ZFS Creston

On December 30, 2021, we completed the acquisition of a food-grade white flake and soy flour manufacturing operation and related assets through the acquisition of ZFS Creston, LLC, a Delaware limited liability company (“ZFS Creston”), for aggregate cash consideration of $103,099, which includes a working capital adjustment payment of $1,034 in the first quarter of 2022.

4.Discontinued Operations

On December 29, 2022, the Company entered into a Stock Purchase Agreement (the “Stock Sale”) to sell J&J Produce, Inc. (“J&J”) and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, the Company closed the Stock Sale. Upon closing, certain immaterial assets and liabilities of J&J were reclassified from held for sale to held and used as of June 30, 2023. No adjustment to the carrying value of those assets and liabilities was required based on a current reassessment of the fair value of those assets and liabilities.

J&J was the main component of the Company’s former Fresh segment. The Company’s strategic shift to exit the Fresh segment met the criteria to be classified as businesses held for sale and presented as a discontinued operation. Accordingly, the Company reclassified the results of operations of the Fresh segment to discontinued operations in its condensed consolidated statements

13

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

of operations for all periods presented. The carrying amounts of the assets and liabilities of the discontinued operations were as follows:

	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	3,652	$	356
Accounts receivable, net	254		9,808
Inventories, net	—		11,633
Prepaid expenses and other current assets	320		1,710
Total assets from discontinued operations	$	4,226	$	23,507
Liabilities
Current liabilities:
Accounts payable	$	2,083	$	9,743
Current lease liability	—		1,890
Current maturities of long-term debt	—		3,194
Accrued expenses and other liabilities	1,948		1,614
Total liabilities from discontinued operations	$	4,031	$	16,441

As of December 31, 2022, the fair value of the debt included in the liabilities from discontinued operations was $3,305. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy. The Company capitalized no interest costs into property and equipment for the three and six months ended June 30, 2023. The Company capitalized interest costs of $383 and $780, respectively, into property and equipment for the three and six months ended June 30, 2022.

The operating results of the discontinued operations, net of tax, were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues	$	9,902	$	17,116	$	32,237	$	43,435
Cost of sales	15,398		17,282		34,131		39,888
Gross profit	(5,496)		(166)		(1,894)		3,547
Operating expenses:
Research and development	—		11		—		22
Selling, general and administrative expenses	1,883		2,213		3,337		5,082
Total operating expenses	1,883		2,224		3,337		5,104
Interest expense	7		82		14		82
Other expense (income), net	340		(16)		690		(31)
Net loss from discontinued operations, before income taxes	(7,726)		(2,456)		(5,935)		(1,608)
Net loss from discontinued operations, net of income taxes	$	(7,726)	$	(2,456)	$	(5,935)	$	(1,608)

14

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

Depreciation, amortization and significant operating and investing items in the condensed consolidated statements of cash flows for the discontinued operations are as follows:

	Six Months Ended June 30,
	2023		2022
Operating activities
Depreciation and amortization	$	—	$	1,002
Bad debt expense	53		—
Net loss on divestiture	172		—
Investing activities
Payments for acquisitions of property and equipment	—		(3,129)
Net proceeds from divestiture	1,928		—

5. Fair Value Measurements

Assets and liabilities recorded at fair value on a recurring basis on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, commodity derivatives, commodity contracts, accounts payable, accrued liabilities, warrant liabilities, conversion option liabilities, and notes payable. As of June 30, 2023 and December 31, 2022, we had cash and cash equivalents of $13,882 and $25,053, respectively, which includes money market funds with maturities of less than three months. As of June 30, 2023 and December 31, 2022, we had restricted cash of $19,840 and $17,912. At June 30, 2023 and December 31, 2022, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximated fair value due to their short maturities.

The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy:

	June 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	20,259	$	—	$	—	$	20,259
Corporate bonds	$	—	$	45,934	$	—	$	45,934
Preferred stock	—		14,321		—		14,321
Marketable securities	$	20,259	$	60,255	$	—	$	80,514
Liabilities
Warrant liabilities	$	3,409	$	—	$	8,323	$	11,732
Conversion option liabilities	—		—		1,983		1,983
Total liabilities	$	3,409	$	—	$	10,306	$	13,715

15

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	1,059	$	—	$	—	$	1,059
Corporate bonds	—		116,616		—		116,616
Preferred stock	—		14,446		—		14,446
Marketable securities	$	1,059	$	131,062	$	—	$	132,121
Liabilities
Warrant liabilities	$	5,469	$	—	$	18,816	$	24,285
Conversion option liabilities	—		—		8,091		8,091
Total liabilities	$	5,469	$	—	$	26,907	$	32,376

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for 2023 or 2022.

All of the Company’s derivative contracts are centrally cleared and therefore are cash-settled on a daily basis. This results in the derivative contracts having a fair value that approximates zero on a daily basis. Therefore, there are no derivative assets or liabilities included in the table above. Refer to Note 7, Derivatives for further discussion.

The warrant liabilities consist of PIPE Investment Warrants, Convertible Notes Payable Warrants, Notes Payable Warrants, Private Placement Warrants, and Public Warrants. History, fair value hierarchy, valuation techniques and inputs of those warrants are more fully described in Note 5, Fair Value Measurements and Note 15, Warrant Liabilities, to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2022. Pursuant to the Third Amendment to the Convertible Loan and Security Agreement, the exercise price of the Convertible Notes Payable Warrants (the “Conversion Price”) is the lowest of (i) $2.47; (ii) the 5-day VWAP determined as of March 10, 2023, where “5-day VWAP” means the volume-weighted average price of the Company’s Common Stock, determined for the five consecutive trading days ending on the last trading day immediately preceding the applicable date; and (iii) the effective price per share of any bona fide equity offering prior to March 10, 2024. As such, these warrant liabilities are now valued based on a Monte Carlo simulation that values the warrants using a probability weighted discounted cash flow model, which are considered Level 3 liabilities, whereas previously they were valued based on Black-Scholes option pricing model.

16

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The significant inputs to the valuation of Level 3 warrants and conversion option liabilities as of June 30, 2023 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	2.27		$	2.47
Stock Price	$	1.30		$	1.30		$	1.30		$	1.30
Volatility	96.1		%	105.0		%	97.5		%	74.9		%
Remaining term in years	3.74			3.25			3.50			1.50
Risk-free rate	4.4		%	4.5		%	4.4		%	5.1		%
Dividend yield	—		%	—		%	—		%	—		%

The significant inputs to the valuation of Level 3 warrants and conversion option liabilities as of December 31, 2022 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	2.47		$	2.47
Stock Price	$	2.55		$	2.55		$	2.55		$	2.55
Volatility	90.4		%	84.0		%	89.0		%	64.7		%
Remaining term in years	4.24			3.75			4.00			2.00
Risk-free rate	4.0		%	4.1		%	4.1		%	4.4		%
Dividend yield	—		%	—		%	—		%	—		%

The following table summarizes the changes in the warrants and conversion option liabilities categorized as Level 3 for the three and six months ended June 30, 2023 and 2022:

	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Balance, beginning of period	$	8,471	$	26,907
Changes in estimated fair value	1,835		(16,601)
Ending balance, June 30, 2023	$	10,306	$	10,306

	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Balance, beginning of period	$	45,169	$	42,457
Changes in estimated fair value	(6,101)		(29,993)
Issuance of PIPE Investment warrants	—		26,604
Ending balance, June 30, 2022	$	39,068	$	39,068

Fair Value of Long-Term Debt

As of June 30, 2023 and December 31, 2022, the fair value of the Company’s debt, including amounts classified as current, was $103,712 and $103,814, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy.

6. Investments in Available-for-Sale Securities

The Company has invested in marketable debt securities, primarily investment-grade corporate bonds, preferred stock, and highly liquid U.S Treasury securities, which are held in the custody of a major financial institution. These securities are

17

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

classified as available-for-sale and, accordingly, the unrealized gains and losses are recorded through other comprehensive income and loss.

Marketable securities classified as available-for-sale securities are summarized below:

	June 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	20,939	$	—	$	(27)	$	20,912
Corporate bonds	47,818		1		(2,408)		45,411
Preferred stock	15,144		18		(971)		14,191
Total Investments	$	83,901	$	19	$	(3,406)	$	80,514

	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	1,059	$	—	$	—	$	1,059
Corporate bonds	122,257		—		(5,641)		116,616
Preferred stock	15,454		—		(1,008)		14,446
Total Investments	$	138,770	$	—	$	(6,649)	$	132,121

The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $36,318 and $66,296 as of June 30, 2023 and December 31, 2022, respectively. The aggregate fair value of investments with unrealized losses that had been owned for more than one year was $36,679 and $64,723 as of June 30, 2023 and December 31, 2022, respectively.

Available-for-sale investments outstanding as of June 30, 2023, classified as marketable securities in the condensed consolidated balance sheets, have maturity dates ranging from the third quarter of 2023 through the fourth quarter of 2026. The fair value of marketable securities as of June 30, 2023 with maturities within one year and one to five years is $50,353 and $30,161, respectively. The Company classifies available-for-sale investments as current based on the nature of the investments and their availability to provide cash for use in current operations, if needed.

7. Derivatives

Corporate Risk Management Activities

The Company uses exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade prices related to forecasted purchases and sales of soybeans and soybean related products in the normal course of business. These risk management activities are actively monitored for compliance with the Company’s risk management policies.

As of June 30, 2023, the Company held financial futures related to a portion of its forecasted purchases of soybeans for an aggregate notional volume of 6,360 bushels of soybeans; 5,305 bushels of the aggregate notional volume will settle in 2023 with the remaining 1,055 bushels settling in 2024. As of June 30, 2023, the Company held financial futures related to a portion of its forecasted sales of soybean oil for an aggregate notional volume of 637 pounds of soybean oil; all of which will settle in 2023. As of June 30, 2023, the Company held financial futures related to a portion of its forecasted sales of soybean meal for an aggregate notional volume of 91 tons of soybean meal, all of which will settle in 2023.

Tabular Derivatives Disclosures

The Company has master netting agreements with its counterparties, which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce the Company’s credit exposure related to these counterparties. As all of the Company’s derivative contracts are centrally cleared

18

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

and therefore are cash-settled on a daily basis, the fair value approximates zero. The Company’s derivative contracts were as follows:

	June 30, 2023				December 31, 2022
	Asset Derivative		Liability Derivative		Asset Derivative		Liability Derivative
Soybeans	$	1,451	$	2,612	$	1,112	$	1,925
Soybean oil	1,104		2,318		533		73
Soybean meal	1,429		—		400		2,414
Effect of daily cash settlement	(3,984)		(4,930)		(2,045)		(4,412)
Net derivatives as classified in the balance sheet	$	—	$	—	$	—	$	—

The Company had a current asset representing excess cash collateral posted to a margin account of $757 and $2,714 as of June 30, 2023 and December 31, 2022, respectively. These amounts are not included with the derivatives presented in the table above and are included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Currently, the Company does not seek cash flow hedge accounting treatment for its derivative financial instruments and thus changes in fair value are reflected in current earnings.

The tables below show the amounts of pre-tax gains and losses related to the Company’s derivatives:

	Three Months Ended June 30, 2023						Three Months Ended June 30, 2022
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	(1,410)	$	479	$	(931)	$	(1,278)	$	1,605	$	327
Soybean oil	2,093		(1,674)		419		(2,447)		1,672		(775)
Soybean meal	3,259		18		3,277		(299)		1,602		1,303
Total	$	3,942	$	(1,177)	$	2,765	$	(4,024)	$	4,879	$	855

	Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	(1,247)	$	(348)	$	(1,595)	$	(6,231)	$	1,211	$	(5,020)
Soybean oil	2,500		(1,675)		825		(7,405)		207		(7,198)
Soybean meal	(74)		3,444		3,370		(245)		772		527
Total	$	1,179	$	1,421	$	2,600	$	(13,881)	$	2,190	$	(11,691)

The Company’s soybean positions are designed to hedge risk related to inventory purchases, therefore the gains and losses on soybean instruments are recorded in cost of sales in the condensed consolidated statements of operations. The Company’s soybean oil and soybean meal positions are designed to hedge risk related to sales transactions therefore the gains and losses on soybean oil and soybean meal instruments are recorded in revenues in the condensed consolidated statements of operations.

The Company classifies the cash effects of its derivatives within the “Cash Flows from Operating Activities” section of the condensed consolidated statements of cash flows.

19

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

8. Inventories, Net

Inventories, net consist of the following:

	June 30, 2023		December 31, 2022
Raw materials and supplies	$	21,510	$	37,483
Work-in-process	7,230		4,977
Finished goods	13,930		19,650
Total inventories	$	42,670	$	62,110

Work-in-process inventory consists of seed provided to contracted seed producers and growers with which we hold a purchase option for, or are required to purchase the future harvested seeds or grains. It also includes crops under production which represent the direct costs of land preparation, seed, planting, growing, and maintenance.

9. Debt

	June 30, 2023		December 31, 2022
DDB Term loan, due April 2025	$	6,825	$	7,393
DDB Equipment loan, due July 2024	875		1,225
Convertible Notes Payable, due January 2025	112,700		110,700
Equipment Financing, due March 2025	681		873
Notes payable, varying maturities through June 2026	71		81
Less: unamortized debt discount and debt issuance costs	(13,721)		(14,039)
	107,431		106,233
Less: current maturities of long-term debt	(2,246)		(2,242)
Long-term debt	$	105,185	$	103,991

Term Loan, Equipment Loan and Revolver

In April 2019, our wholly-owned subsidiary, Dakota Dry Bean, Inc. (“DDB”) entered into a Credit Agreement comprised of a $14,000 aggregate principal amount of floating rate, five-year term loan (“DDB Term Loan”), a $3,500 floating rate, five-year loan to be used for facility expansion (“DDB Equipment Loan”), and a $6,000 floating rate revolving credit facility (“DDB Revolver”), which is renewed annually (together the “Credit Agreement”). In the fourth quarter of 2022, the DDB Revolver maturity date was extended to November 2023. In the second quarter of 2023, the DDB Term Loan maturity date was extended to April 2025. As of June 30, 2023, the interest rate is U.S. prime rate plus 0.75% on the DDB Term Loan and DDB Equipment Loan, and U.S. prime rate plus 0.25% on the DDB Revolver.

The Credit Agreement is secured by substantially all of DDB’s real and personal property and is guaranteed, in part, by Benson Hill, Inc., DDB’s parent company, to a maximum of $7,000. The DDB Term Loan is payable in equal quarterly installments of $284 plus interest with the remaining balance of $4,834 due in April 2025. The DDB Equipment Loan is payable in equal quarterly installments of $175 plus interest through July 2024.

Under the Credit Agreement, DDB and the Company must comply with certain financial covenants based on DDB’s operations, including a minimum working capital covenant, a minimum net worth covenant, a funded debt to EBITDA ratio covenant, and a fixed charge coverage ratio covenant.

Benson Hill, Inc., as guarantor, must also comply with a minimum cash covenant. The Credit Agreement also contains various restrictions on the Company’s activities, including restrictions on indebtedness, liens, investments, distributions, acquisitions and dispositions, control changes, transactions with affiliates, establishment of bank and brokerage accounts, sale-leaseback transactions, margin stocks, hazardous substances, hedging, and management agreements. During the second quarter of 2023, the Company was in compliance with the financial covenants under the Credit Agreement.

20

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

Convertible Notes Payable

In December 2021, the Company entered into a financing agreement with an investment firm (the “Convertible Loan and Security Agreement”), which included a commitment by the lender to make term loans available to the Company in an amount of up to $100,000 with $80,000 available immediately. Under the original Convertible Loan and Security Agreement, upon the Company’s achievement of certain milestones, a second tranche of $20,000 became available on June 30, 2022 and the Company could elect to extend the interest-only period from 12 to 24 months and the maturity date by six months as of September 30, 2022.

The Company executed term notes with the lender in December 2021 in the aggregate amount of $80,000 with an initial term of 36 months payable in interest only, at the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 3.25% per annum, plus 5.75% per annum for the first 12 months and principal and interest payments for the remaining 24 months. The term notes are secured by substantially all of the Company’s assets.

In June 2022, the Company amended the Convertible Loan and Security Agreement, which changed the definition of gross margin, and modified the Conversion Price and the Exercise Price. The change to the definition of gross margin removed the impact of derivative hedging gains or losses related to future periods and resulted in the Company’s achievement of the milestones required to draw on the second tranche. The Company drew on the full $20,000 available under the second tranche upon entering into this amendment.

In November 2022, the Company entered into a second amendment to the Convertible Loan and Security Agreement, which, among other things, changed the definition of Outstanding Shares based on the updated definition of Market Cap Threshold I. Additionally, the required minimum liquidity covenant requirement was reduced from six months to four months. The second amendment also increased the designated interest rate by 25 basis points. Pursuant to the second amendment, the Company achieved the milestones required to extend the interest-only period from 12 to 24 months and extend the maturity date by six months. This extended the interest-free period through 2023 and the maturity date to July 2025.

In March 2023, the Company entered into a third amendment to the Convertible Loan and Security Agreement (“Third Amendment”), which, among other things, extended the interest-only period for six months through the second quarter of 2024 and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the Third Amendment increased the final balloon payment by 200 basis points and reset the prime rate floor from 5.75% to 7.75%.

Upon maturity or other satisfaction of the term notes, a final payment (in addition to other payments of principal and interest) equal to $12,700 is payable by the Company to the lenders. In the event the term notes are prepaid, a prepayment fee is due, ranging from 1% to 6% of the principal amount of the term notes, based upon the time from the initial closing to the prepayment date.

At any time after six months and before 42 months from the closing date of the initial term notes, up to $20,000 of the principal amount of the term loans then outstanding may be converted (at the lender’s option) into shares of the Company’s common stock.

The conversion option is subject to: (a) the closing sales price of the Company’s common stock for each of the seven consecutive trading days immediately preceding the conversion, being greater than or equal to the conversion price; (b) the shares of the Company’s common stock issued in connection with any such conversion not exceeding 20% of the total trading volume of the Company’s common stock for the 22 consecutive trading days immediately prior to and including the effective date of the conversion; and (c) all lenders’ pro forma shares of the Company’s Common Stock resulting from the conversion option, when added to all lenders’ pro forma shares of the Company’s common stock resulting from the exercise of the warrants, not exceeding 2.5% of the number of shares of the Company’s common stock outstanding at the time of the conversion.

As of June 30, 2023, the lender has not yet exercised their conversion option for any portion of the outstanding principal. The fair value of the conversion option, estimated at $8,783 at issuance, was recorded as a debt discount, which is amortized over the life of the term notes using the effective interest method and recorded as interest expense.

Under the terms of the Convertible Loan and Security Agreement, the Company must comply with certain affirmative, negative, and financial covenants. These covenants are primarily restrictions on the Company’s activities, including restrictions

21

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

on indebtedness, liens, dividends, and significant business changes. The Company is required to maintain, at all times, a minimum liquidity equal to or greater than four months. The Company was in compliance with the financial covenants under the Convertible Loan and Security Agreement during the six months ended June 30, 2023.

Equipment Financing

In March 2022, the Company entered into a sale-leaseback transaction relating to certain of the Company’s equipment. The Company evaluated whether the transaction qualified as a sale under ASC 606 and ultimately determined that as the leases are classified as financing leases under ASC 842, the transaction did not qualify as a sale and therefore control of the equipment was not transferred. Therefore, the proceeds from the sales of $1,160 were recorded as a financing liability in 2022. The Company will make monthly payments of $33 under the financing arrangement for a term of 36 months.

10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	June 30, 2023		December 31, 2022
Payroll and employee benefits	$	7,156	$	12,306
Insurance premiums	951		4,687
Professional services	1,034		2,842
Research and development	537		924
Inventory	393		530
Interest	129		167
Contract liability	8,305		9,965
Other	3,719		2,014
	$	22,224	$	33,435

11. Income Taxes

The Company’s effective tax rate was 0% for the three and six months ended June 30, 2023, and 2022. The 2023 and 2022 effective tax rates differed from the statutory rate of 21% primarily due to the fact that the Company recorded no income tax benefit on the Company’s pretax losses as the Company recorded a full valuation allowance globally. The tax benefit recorded in 2023 relates primarily to the reversal of deferred tax liabilities due to the impairment of goodwill.

12. Comprehensive Income

The Company’s other comprehensive income (loss) (“OCI”) consists of unrealized gains and losses on marketable debt securities classified as available for sale and foreign currency translation adjustments from its subsidiaries in Brazil and Canada.

The following table shows changes in accumulated other comprehensive income (“AOCI”) by component for the three and six months ended June 30, 2023 and 2022:

22

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

	Cumulative Foreign Currency Translation		Unrealized Gains/(Losses) on Marketable Securities		Total
Balance as of March 31, 2023	$	(385)	$	(5,854)	$	(6,239)
Other comprehensive income before reclassifications	—		4,662		4,662
Amounts reclassified from AOCI	—		(1,994)		(1,994)
Other comprehensive income	—		2,668		2,668
Balance at June 30, 2023	$	(385)	$	(3,186)	$	(3,571)
Balance at December 31, 2022	$	(385)	$	(6,710)	$	(7,095)
Other comprehensive income before reclassifications	—		6,568		6,568
Amounts reclassified from AOCI	—		(3,044)		(3,044)
Other comprehensive income	—		3,524		3,524
Balance at June 30, 2023	$	(385)	$	(3,186)	$	(3,571)
Balance as of March 31, 2022	$	(441)	$	(3,286)	$	(3,727)
Other comprehensive income (loss) before reclassifications	20		(4,393)		(4,373)
Amounts reclassified from AOCI	—		1,022		1,022
Other comprehensive income (loss)	20		(3,371)		(3,351)
Balance at June 30, 2022	$	(421)	$	(6,657)	$	(7,078)
Balance at December 31, 2021	$	(376)	$	(727)	$	(1,103)
Other comprehensive loss before reclassifications	(45)		(8,159)		(8,204)
Amounts reclassified from AOCI	—		2,229		2,229
Other comprehensive loss	(45)		(5,930)		(5,975)
Balance at June 30, 2022	$	(421)	$	(6,657)	$	(7,078)

Amounts reclassified from AOCI were reported within “Other (income) expense, net” on the condensed consolidated statements of operations. The Company’s accounting policy is to release the income tax effects (if applicable) from AOCI when the individual units of account are sold.

13. Loss Per Common Share

The Company computes basic net income (loss) per common share using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed using the weighted average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities may consist of warrants, stock options and restricted stock units. The dilutive effect of outstanding warrants, stock options and restricted stock units are reflected in diluted earnings per share by application of the treasury stock method. The weighted average share impact of warrants, stock options and restricted stock units that were excluded from the calculation of diluted shares outstanding due to the Company incurring a net loss for the three and six months ended June 30, 2023 and 2022 were as follows:

23

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Anti-dilutive common share equivalents:
Warrants	—	—	—	83
Stock options	674	3,813	1,149	4,266
Restricted stock units	9,001	5,285	7,970	4,102
Total anti-dilutive common share equivalents	9,675	9,098	9,119	8,451

The following table sets forth the computation for basic and diluted net loss from continuing operations per common share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net loss from continuing operations	$	(49,115)	$	(25,098)	$	(53,960)	$	(42,522)
Denominator:
Weighted average common shares outstanding, basic and diluted	187,725		185,530		187,421		173,189
Net loss from continuing operations per common share, basic and diluted	$	(0.26)	$	(0.14)	$	(0.29)	$	(0.24)

14. Commitments and Contingencies

Litigation

The Company accrues for cost related to contingencies when a loss is probable, and the amount is reasonably determinable. Disclosure of contingencies is included in the condensed consolidated financial statements when it is at least reasonably possible that a material loss or an additional material loss in excess of amounts already accrued may be incurred. For all litigation matters, the accruals were immaterial as of June 30, 2023 and December 31, 2022.

Other Commitments

As of June 30, 2023, the Company has committed to purchase from seed producers and growers at dates throughout 2023 and 2024 at fixed prices aggregating to $55,954 based on commodity futures or market prices, other payments to growers, and estimated yields per acre, of which $37,964 are due within one year. In addition to the obligations for which the price is fixed or determinable, the Company has committed to purchase from seed producers and growers 576 bushels throughout 2023 and 2024 for which the pricing is currently variable. These amounts are not recorded in the condensed consolidated financial statements because the Company has not taken delivery of the grain or seed as of June 30, 2023 and due to the fact that the grain or seed are subject to specified quality standards prior to delivery.

15. Segment Information

In December 2022, the Company divested its Fresh segment and reclassified the related financial information to discontinued operations for all periods presented. As the Company divested its Fresh segment, the Company re-evaluated its operating and reportable segments and concluded that it operates under one operating segment and one reportable segment, Ingredients, as its chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. The Company’s current business delivers healthy food ingredients derived from soybean seeds, meal and oil and processed yellow peas. Although the CODM assesses performance and allocates resources on a consolidated basis, the Company has relevant product level revenue disaggregation. Specifically, the Company’s revenue can be disaggregated into the following product categories: Proprietary and Non-Proprietary. Proprietary revenue is defined as any sale of a proprietary bean, byproduct from crushing a proprietary bean, or a blend of proprietary byproducts with commodity grade byproducts. Non-Proprietary revenue is all other revenue

24

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

from non-Proprietary sources. Revenues and operating results for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues
Domestic	$	103,529	$	91,230	$	209,550	$	155,704
International	5,509		2,401		34,131		4,053
Total Revenues	$	109,038	$	93,631	$	243,681	$	159,757
Point in time	$	108,743	$	93,544	$	240,844	$	159,618
Over time	295		87		2,837		139
Total Revenues	$	109,038	$	93,631	$	243,681	$	159,757
Proprietary	$	18,601	$	12,172	$	43,924	$	26,262
Non-Proprietary	90,437		81,459		199,757		133,495
Total Revenues	$	109,038	$	93,631	$	243,681	$	159,757

The CODM uses Adjusted EBITDA to review and assess the operating performance of the Company. The Company defines Adjusted EBITDA as net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, changes in fair value of warrants and conversion option, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items. Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss from continuing operations	$	(49,115)	$	(25,098)	$	(53,960)	$	(42,522)
Interest expense, net	6,874		3,442		13,246		9,830
Income tax expense (benefit)	(138)		56		(123)		17
Depreciation and amortization	5,333		5,048		10,596		9,940
Stock-based compensation	(4,073)		5,676		(1,259)		11,359
Changes in fair value of warrants and conversion option	3,036		(5,899)		(18,660)		(37,640)
Impairment of goodwill	19,226		—		19,226		—
Severance	1,126		124		1,238		289
Other	1,642		2,649		2,874		3,584
Total Adjusted EBITDA	$	(16,089)	$	(14,002)	$	(26,822)	$	(45,143)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “us,” “our” and other similar terms refer to Benson Hill, Inc. and its consolidated subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements contained in this report and documents incorporated by reference herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

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 “believe,” “estimate,” “expect,” “intend,” “project,” “forecast,” “may,” “will,” “should,” “could,” “would,” “seek,” “plan,” “scheduled,” “anticipate,” “intend,” or similar expressions, as well as the negative of such statements. Forward-looking statements contained in this report include, but are not limited to, statements about our ability to:

•complete the actions associated with, and achieve the anticipated benefits of, the execution of the Liquidity Improvement Plan and other cost-saving measures in a timely manner, or at all;

•refinance our current high-cost debt with a conventional lending facility;

•continue as a going concern;

•obtain from the issuance of equity and/or non-dilutive sources the amount of incremental proceeds we believe may be needed to achieve our financial objectives;

•our ability to identify and evaluate our strategic alternatives and effect potential strategic opportunities in ways that maximize shareholder value;

•realize the anticipated benefits of the divestiture of our Fresh business;

•maintain our listing on the New York Stock Exchange;

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

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

•consummate favorable strategic transactions and successfully integrate acquired businesses;

•obtain additional capital, including by accessing the debt and equity markets;

•anticipate the impact of the COVID-19 pandemic and its effect on our business and financial conditions, and manage the associated operational risks;

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

•increase brand awareness;

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

•upgrade and maintain information technology systems;

•acquire and protect intellectual property;

•effectively respond to general economic and business conditions;

•effectively execute our executive leadership transition, including, among others, by maintaining key employee, customer, partner and supplier relationships;

•enhance future operating and financial results;

•anticipate rapid technological changes;

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

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

•anticipate the impact of, and respond to applicable new accounting standards;

•respond to fluctuations in commodity prices and foreign currency exchange rates and political unrest and regulatory changes in international markets from various events, such as the current conflict in Ukraine;

•anticipate a further rise in interest rates that would increase the cost of capital;

•anticipate the significance and timing of contractual obligations;

•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

•access, collect and use personal data about consumers.

Forward-looking statements represent our estimates and assumptions only as of the date of this report. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” in Part I, Item 1A of our

26

Annual Report on Form 10-K for the year ended December 31, 2022 and in Part II, Item 1Aof this report, as well as elsewhere in this report, could affect our future results, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this report:

•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 our business, financial condition and results of operations.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this report are more fully described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Part II, Item 1Aof this report, as well as elsewhere in this report. Other sections of this report describe additional factors that could adversely affect our business, financial condition or results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, 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. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. We qualify all of our forward-looking statements by these cautionary statements.

Overview

Benson Hill is a food technology company on a mission to lead the pace of innovation in food. We have a vision to build a healthier and happier world by unlocking the natural genetic diversity of plants with the leading technology platform, CropOS®. Starting with consumer demand, we leverage CropOS® and advanced breeding techniques to design food that’s better from the beginning: more nutritious, more flavorful, and more accessible while enabling efficient production and delivering novel sustainability benefits to food and feed customers. We are headquartered in St. Louis, Missouri, where most of our research and development activities are managed. We operate a soy-crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, a soy crushing facility in Seymour, Indiana, and we process dry peas in North Dakota, which we sell throughout North America.

We have an integrated go-to-market approach, leveraging the existing parts of the supply chain to create a feedback loop between consumers, farmers, and our seed innovations that has been lacking across the siloed agri-food value chain. We are working on designing products with the consumer in mind, contract with farmers to grow and buy back the harvest, preserve the product identity through manufacturing and ultimately sell ingredients and oil products directly and indirectly to food companies, retailers, and others. We believe this integration and control of the product throughout the entire supply chain will enable us to link data to outcomes in our CropOS® platform to fuel the next generation of products. Additionally, we believe this product information linkage will work to optimize environmental and social impacts, as well as traceability throughout the supply chain.

Our commitment to environmental and social issues impacting our planet and our purpose-driven culture are fundamental to our ability to achieve our mission. Environmental, Social and Governance (“ESG”) principles help guide our thinking and approach throughout the development and commercialization of our products, and our innovative culture is rooted in our Core Values of Be Bold, Be Inspired, and Be Real. We believe our leading technology platform, vertically integrated go-to-market strategy, and purpose-driven culture will help bridge the divide between evolving consumer preferences and quality traits already present within the genetic diversity of plants. We see nature as our partner; technology as our enabler; and innovators like our company, like-minded stakeholders, stockholders and partners as the catalysts to activate the change needed.

We partner with farmers, ingredient companies, and plant-based food and feed customers to commercialize our proprietary innovations in soybean, and in the near future yellow pea, for broad market applications in human food ingredients, edible oils, pet food, and aquafeed. In particular, our Ultra-High Protein (“UHP”) soy-based ingredients have the potential to eliminate costly water- and energy-intensive ingredient processing steps associated with producing soy protein concentrate (“SPC”) products for the food and feed markets, which can alleviate supply constraints in North America and elsewhere. Our proprietary portfolio includes soy flake, soy grits, soy meal and soy flour for established food markets such as snacks, baked goods, and meat extensions, and a functional alternative to traditional SPC for plant-based protein alternatives to meat, dairy, and other emerging categories.

27

Liquidity Improvement Plan

On March 27, 2023, our Board of Directors committed to a Liquidity Improvement Plan (the “Liquidity Improvement Plan”) intended to improve liquidity by an estimated $65 million to $75 million by the end of 2024. We are executing the Liquidity Improvement Plan to create a more cost-efficient organization and enhance our capital structure to execute on our strategic priorities. Together with our intent to refinance our current high-cost debt with a conventional lending facility, the Liquidity Improvement Plan is expected to reduce the amount of incremental proceeds, which may be obtained from equity and/or non-dilutive sources, we believe may be needed to achieve our financial objectives.

We have commenced the actions associated with our Liquidity Improvement Plan, and expect the execution of the Liquidity Improvement Plan to be substantially complete by December 31, 2023. The Liquidity Improvement Plan is expected to include improving operating efficiencies by reducing certain operating costs, restructuring certain parts of our organization, and reducing our working capital requirements. The Company estimates that it will incur approximately $3.6 million in one-time expenses in connection with the Liquidity Improvement Plan. Included in this amount are approximately $2.5 million in costs attributable to the Company’s exploration and possible execution of strategic options for its Seymour, Indiana facility, and approximately $1.1 million of expenses the Company expects to incur relating to employee severance and benefits costs. In the second quarter of 2023, the Company incurred charges of $1.1 million in selling, general and administrative expense associated with the Liquidity Improvement Plan.

COVID-19

In response to the COVID-19 pandemic, we modified our business practices and implemented proactive measures to protect the health and safety of employees, including limiting 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 made similar modifications. While COVID-19 pandemic conditions in the United States have improved for the six months ended June 30, 2023, there is continued uncertainty about its impact on the U.S. economy and our ongoing business. A resurgence of the virus could cause macroeconomic conditions to deteriorate and increase business disruptions. We will continue to monitor COVID-19 pandemic and its impacts on our business, financial condition, and results of operations. To date, with the exception of modifying our physical business practices, including decreased 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.

Convertible Notes Payable

Pursuant to the Convertible Loan and Security Agreement, the Company and its directly or indirectly wholly-owned subsidiaries have borrowed an aggregate principal sum of $100.0 million. The additional proceeds from the Convertible Loan and Security Agreement provided the Company liquidity to fund the business. In March 2023, the Company entered into a third amendment to the Convertible Loan and Security Agreement, which, among other things, extended the interest-only period for six months through the second quarter of 2024 and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the terms of this amendment increased the final balloon payment by 200 basis points, reset the prime rate floor from 5.75% to 7.75%, and amended the exercise price of the Convertible Notes Payable Warrants to be the lower of (i) $2.47; (ii) the 5-day VWAP determined as of March 10, 2023, where “5-day VWAP” means the volume-weighted average price of the Company’s Common Stock, determined for the five consecutive trading days ending on the last trading day immediately preceding the applicable date; and (iii) the effective price per share of any bona fide equity offering prior to March 10, 2024. Fees associated with the amendment were 2% of the outstanding balance, or $2 million (see Note 9, Debt in the notes to the condensed consolidated financial statements for further discussion).

Divestiture of J&J Produce, Inc.

On December 29, 2022, we entered into the stock Purchase Agreement to sell J&J Produce, Inc. and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments (the “Stock Sale”). On June 30, 2023, we closed the Stock Sale. For more information, please see Note 4, Discontinued Operations to the accompanying condensed consolidated financial statements included in Part I, Item 1 of this report, which is hereby incorporated by reference herein.

Collaboration Agreement with ADM

On August 5, 2022, we entered into an exclusive collaboration and marketing rights agreement (the “Collaboration Agreement”) with Archer-Daniels-Midland Company (“ADM”) to commercialize certain high-protein soy ingredients for the human food and nutrition market in North America based on certain of our proprietary commercial soybean seed genetics

28

(“Proprietary Soy Genetics”). Pursuant to the terms of the Collaboration Agreement, we have agreed to collaborate with ADM to engage soybean growers in certain parts of the United States to source production and supply of grain grown from Proprietary Soy Genetics (“Proprietary Soy Grain”) for processing by ADM into soy protein ingredients. We received an upfront cash payment and expect to receive annual technology access fees and value-sharing payments on all soy protein ingredients sold by ADM that are processed from the Proprietary Soy Grain supplied by us. We are eligible to receive milestone payments upon the achievement of certain objectives. Unless earlier terminated, the Collaboration Agreement will remain in effect until December 31, 2027, or until December 31, 2030 if extended pursuant to its terms. See Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2022, for additional information.

PIPE Investment

On March 24, 2022, the Company entered into definitive subscription agreements with certain investors providing for the private placement of an aggregate of 26,150 units at a price of $3.25 per unit (the “PIPE Investment”). Each unit consists of (i) one share of the Company’s common stock, par value $0.0001 per share, and (ii) a warrant to purchase one-third of one share of common stock, for an aggregate purchase price of approximately $85.0 million. In connection with the PIPE Investment, the Company incurred transactions costs of $4.2 million. The net proceeds of $80.8 million provided the Company additional liquidity to fund the business.

Results of Continuing Operations

Comparison of the Three Months Ended June 30, 2023 and 2022

The following table shows the amounts from our condensed consolidated statements of operations, with the corresponding percentage change from the comparative prior year period:

	Three Months Ended June 30,
(USD in Thousands)	2023		2022		Change		% Change
Revenues	$	109,038	$	93,631	$	15,407	16	%
Cost of sales	106,070		87,889		18,181		21	%
Gross profit (loss)	2,968		5,742		(2,774)		(48)	%
Operating expenses:
Research and development	10,313		12,006		(1,693)		(14)	%
Selling, general and administrative expenses	10,851		20,281		(9,430)		(46)	%
Impairment of goodwill	19,226		—		19,226		100	%
Total operating expenses	40,390		32,287		8,103		25	%
Loss from operations	(37,422)		(26,545)		(10,877)		41	%
Other (income) expense:
Interest expense, net	6,874		3,442		3,432		100	%
Changes in fair value of warrants and conversion option	3,036		(5,899)		8,935		(151)	%
Other expense, net	1,921		954		967		101	%
Total other (income) expense, net	11,831		(1,503)		13,334		(887)	%
Net loss from continuing operations before income taxes	(49,253)		(25,042)		(24,211)		97	%
Income tax expense (benefit)	(138)		56		(194)		(346)	%
Net loss from continuing operations, net of income taxes	$	(49,115)	$	(25,098)	$	(24,017)	96	%

The following table shows the Company’s revenue disaggregated into Proprietary and Non-Proprietary product categories, with the corresponding percentage change from the comparative prior year period:

	Three Months Ended June 30,
(USD in Thousands)	2023		2022		Change		% Change
Proprietary	$	18,601	$	12,172	$	6,429	53	%
Non-Proprietary	90,437		81,459		8,978		11	%
Total Revenues	$	109,038	$	93,631	$	15,407	16	%

29

Revenues

Revenue for the three months ended June 30, 2023 was $109.0 million, an increase of $15.4 million or 16%, as compared to the same period in 2022. Included within revenue are the results of exchange-traded futures used to manage the risk of fluctuating Chicago Board of Trade prices related to forecasted ingredient sales entered into in the normal course of business. These economic hedges resulted in gains of $3.7 million for the three months ended June 30, 2023. For the three months ended June 30, 2022, revenues included gains of $0.5 million associated with hedging activities. After accounting for all hedging activity, the year-over-year revenue increase was primarily driven by operational performance improvement, along with a continuation of favorable commodity pricing in the quarter for non-proprietary soybean ingredients and crude oil products, as well as demand for yellow pea ingredients. Revenue performance also benefited from increased shipments of proprietary non-GMO soybeans, soy flours, aquafeed ingredients, and high oleic oil products.

Gross Profit (Loss)

For the three months ended June 30, 2023, we reported a gross profit of $3.0 million, as compared to a gross profit of $5.7 million for the same period in 2022. Included within gross profit for the three months ended June 30, 2023 were $2.8 million in gains associated with hedging activities, as compared to gains of $0.9 million associated with hedging activities for the same period in 2022. The overall decrease in reported gross profit was driven by open mark-to-market timing differences, which was somewhat offset by operational and commercial performance improvement compared to the prior year period.

Research and Development Expenses

Research and development expenses for the three months ended June 30, 2023 were $10.3 million, a decrease of $1.7 million as compared to the same period in 2022. We continue to invest in technology costs, facilities expenses (primarily related to the Crop Accelerator facility), and workforce-related expenses as we did in 2022 to continue to drive innovation in food with our CropOS® technology platform.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended June 30, 2023 were $10.9 million, a decrease of $9.4 million as compared to the same period in 2022. The decrease was primarily due to a decrease in non-cash stock-based compensation expense driven by the overall decline in the current share price of our Common Stock and a $6.2 million decrease to stock-based compensation expense due to equity award modifications as a result of the separation of the former Chief Executive Officer during the three months ended June 30, 2023, compared to the same period in 2022.

Impairment of Goodwill

As of June 30, 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19.2 million, which represented the entire goodwill balance prior to the impairment charge.

Total Other (Income) Expense, Net

Total other (income) expense, net for the three months ended June 30, 2023 was $11.8 million, a decrease of $13.3 million as compared to the same period in 2022. The decrease was largely due to a change of $8.9 million in the valuation of warrant and conversion option liabilities driven by the fluctuation in the share price of our Common Stock and equity volatility for the three months ended June 30, 2023 compared to the same period in 2022.

Income Tax (Benefit) Expense

No net income tax benefit for net operating losses incurred in the U.S. has been recorded due to uncertainty in realizing a benefit from these items. The tax benefit recorded for the three months ended June 30, 2023 relates primarily to the reversal of deferred tax liabilities due to the impairment of goodwill.

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Comparison of the Six Months Ended June 30, 2023 and 2022

The following table shows the amounts from our condensed consolidated statements of operations, with the corresponding percentage change from the comparative prior year period:

	Six Months Ended June 30,
(USD in Thousands)	2023		2022		Change		% Change
Revenues	$	243,681	$	159,757	$	83,924	53	%
Cost of sales	231,190		162,950		68,240		42	%
Gross profit (loss)	12,491		(3,193)		15,684		(491)	%
Operating expenses:
Research and development	22,955		24,301		(1,346)		(6)	%
Selling, general and administrative expenses	27,018		40,536		(13,518)		(33)	%
Impairment of goodwill	19,226		—		19,226		100	%
Total operating expenses	69,199		64,837		4,362		7	%
Loss from operations	(56,708)		(68,030)		11,322		(17)	%
Other (income) expense:
Interest expense, net	13,246		9,830		3,416		35	%
Changes in fair value of warrants and conversion option	(18,660)		(37,640)		18,980		(50)	%
Other expense, net	2,789		2,285		504		22	%
Total other (income) expense, net	(2,625)		(25,525)		22,900		(90)	%
Net loss from continuing operations before income taxes	(54,083)		(42,505)		(11,578)		27	%
Income tax expense (benefit)	(123)		17		(140)		(824)	%
Net loss from continuing operations, net of income taxes	$	(53,960)	$	(42,522)	$	(11,438)	27	%

The following table shows our revenue disaggregated into Proprietary and Non-Proprietary product categories, with the corresponding percentage change from the comparative prior year period:

	Six Months Ended June 30,
(USD in Thousands)	2023		2022		Change		% Change
Proprietary	$	43,924	$	26,262	$	17,662	67	%
Non-Proprietary	199,757		133,495		66,262		50	%
Total Revenues	$	243,681	$	159,757	$	83,924	53	%

Revenues

Revenue for the six months ended June 30, 2023 was $243.7 million, an increase of $83.9 million or 53%, as compared to the same period in 2022. Included within revenue are the results of exchange-traded futures used to manage the risk of fluctuating Chicago Board of Trade prices related to forecasted ingredient sales entered into in the normal course of business. These economic hedges resulted in gains of $4.2 million for the six months ended June 30, 2023. For the six months ended June 30, 2022, revenues included losses of $6.7 million associated with hedging activities. After accounting for all hedging activity, the year-over-year revenue increase was primarily driven by operational performance improvement, along with a continuation of favorable commodity pricing in the current year for non-proprietary soybean ingredients and crude oil products, as well as demand for yellow pea ingredients. Revenue performance also benefited from increased shipments of proprietary non-GMO soybeans, soy flours, aquafeed ingredients and high oleic oil products.

Gross Profit (Loss)

For the six months ended June 30, 2023, we reported gross profit of $12.5 million, as compared to gross loss of $3.2 million for the same period in 2022. Included within gross profit for the six months ended June 30, 2023 were $2.6 million in gains associated with hedging activities, as compared to losses of $11.7 million associated with hedging activities for the same period in 2022. The overall increase in profitability was driven by operational efficiency gains and commercial activities associated with the second year operating the closed-loop business model and go-to-market strategy compared to the prior year period, which drove favorable performance in both proprietary and non-proprietary soy and yellow pea revenues. Partnerships and licensing arrangements also contributed positively during the period.

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Research and Development Expenses

Research and development expenses for the six months ended June 30, 2023 were $23.0 million, a decrease of $1.3 million as compared to the same period in 2022. We continue to invest in technology costs, facilities expenses (primarily related to the Crop Accelerator facility) and workforce-related expenses as we did in 2022 to continue to drive innovation in food with our CropOS® technology platform.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six months ended June 30, 2023 were $27.0 million, a decrease of $13.5 million compared to the same period in 2022. The decrease was primarily due to a decrease in non-cash stock-based compensation expense driven by the overall decline in the current share price of our Common Stock and a $6.2 decrease to stock-based compensation expense due to equity award modifications as a result of the separation of the former Chief Executive Officer during the six months ended June 30, 2023, compared to the same period in 2022.

Impairment of Goodwill

As of June 30, 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19.2 million, which represented the entire goodwill balance prior to the impairment charge.

Total Other (Income) Expense, Net

Total other income, net for the six months ended June 30, 2023, was $2.6 million, a decrease of $22.9 million as compared to the same period in 2022. The decrease was largely due to a change of $19.0 million in the valuation of warrant and conversion option liabilities driven by the fluctuation in the share price of our Common Stock and equity volatility for the six months ended June 30, 2023, compared to the same period in 2022.

Income Tax (Benefit) Expense

No net income tax benefit for net operating losses incurred in the U.S. has been recorded due to uncertainty in realizing a benefit from these items. The tax benefit recorded for the six months ended June 30, 2023 relates primarily to the reversal of deferred tax liabilities due to the impairment of goodwill.

Adjusted EBITDA

Adjusted EBITDA is a financial measure of performance not presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Among other financial metrics, our management reviews results of operations based upon Adjusted EBITDA. We calculate Adjusted EBITDA as consolidated net loss from continuing operations before net interest expense, income tax provision and depreciation and amortization, further adjusted to exclude stock-based compensation, changes in fair value of warrants and conversion option, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items.

We believe that Adjusted EBITDA is useful in comparing our financial performance with the performance of other companies for the following reasons:

•Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and interest expense, that can vary substantially from company to company depending upon their financing and capital structures, and the method by which assets were acquired; and

•Adjusted EBITDA provides consistency and comparability with our past financial performance, and facilitates comparisons with other companies, many of which use similar non-U.S. GAAP financial measures to supplement their U.S. GAAP results.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are as follows:

•Although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

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•Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business and an important part of our compensation strategy;

•Adjusted EBITDA excludes other material non-recurring items;

•Adjusted EBITDA does not reflect: (1) recurring changes in, or cash requirements for, our working capital needs; (2) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; or (3) tax payments that may represent a reduction in cash available to us; and

•We have and may in the future modify how we calculate Adjusted EBITDA; and

•The expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results.

Because of these limitations, Adjusted EBITDA should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP. Adjusted EBITDA for the three and six months ended June 30, 2023 and 2022, are presented below. A reconciliation of our consolidated net loss from continuing operations to Adjusted EBITDA is also presented below.

	Three Months Ended June 30,				Six Months Ended June 30,
(USD in Thousands)	2023		2022		2023		2022
Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA
Net loss from continuing operations	$	(49,115)	$	(25,098)	$	(53,960)	$	(42,522)
Interest expense, net	6,874		3,442		13,246		9,830
Income tax expense (benefit)	(138)		56		(123)		17
Depreciation and amortization	5,333		5,048		10,596		9,940
Stock-based compensation	(4,073)		5,676		(1,259)		11,359
Changes in fair value of warrants and conversion option	3,036		(5,899)		(18,660)		(37,640)
Impairment of goodwill	19,226		—		19,226		—
Severance	1,126		124		1,238		289
Other	1,642		2,649		2,874		3,584
Total Adjusted EBITDA	$	(16,089)	$	(14,002)	$	(26,822)	$	(45,143)

Adjusted EBITDA for the three months ended June 30, 2023 was a loss of $16.1 million, which represents an increase in loss of $2.1 million as compared to the same period in 2022. The increase in loss for 2023 was driven by an increase in our year-over-year net loss from continuing operations of $24.0 million, and a change of $8.9 million in the fair value of our warrants and conversion option driven by the fluctuation in the share price of our Common Stock and equity volatility, offset by the impairment of goodwill of $19.2 million and a $6.2 million decrease to stock-based compensation expense due to equity award modifications as a result of the separation of the former Chief Executive Officer during the three months ended June 30, 2023, when compared to the same period in 2022.

Adjusted EBITDA for the six months ended June 30, 2023 was a loss of $26.8 million, which represents a reduction in loss of $18.3 million as compared to the same period in 2022. The improvement for 2023 was primarily due to a change of $19.0 million in the fair value of our warrants and conversion option driven by the fluctuation in the share price of our Common Stock and equity volatility during the six months ended June 30, 2023, when compared to the same period in 2022.

Liquidity and Capital Resources

Liquidity describes our ability to access sufficient cash flows to meet the cash requirements of our business operations, including working capital needs, debt service, acquisitions, contractual obligations, and other commitments. We assess liquidity in terms of our ability to access cash flows from operations, marketable securities, and available credit facilities and their sufficiency to fund our operating, investing and financing activities. To meet our payment service obligations, we must have sufficient highly liquid assets and be able to move funds on a timely basis.

Since inception, our primary sources of liquidity have been equity and debt financings. On June 30, 2023, our liquidity was comprised of cash and marketable securities of $94.4 million and restricted cash of $19.8 million from continuing operations, and cash of $3.7 million from discontinued operations.

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We have multiple debt instruments (see Note 9, Debt), including term loans, notes payable, and a revolving line of credit. As of June 30, 2023, our commitments include term debt and notes payable outstanding of $107.4 million, access to a revolving credit facility of up to $6.0 million, as capped by a defined borrowing base that could result in availability that is less than this amount, and lease liabilities of $87.3 million.

Certain of our debt instruments require adherence to financial covenants, including maintaining minimum liquidity and maintenance of a minimum cash balance. If we breach these covenants, the holder of the debt may declare all amounts immediately due and payable. In March 2023, we entered into a third amendment to our existing term loan credit facility, which, among other things, extended the interest-only period for six months through the second quarter of 2024 and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In June 2023, our wholly-owned subsidiary entered into a twelfth amendment to its existing credit agreement, which, among other things, extended certain maturity dates of term loans available under the credit agreement, and allowed our subsidiary to repay up to $2.7 million of subordinated debt without penalty.

In addition, our commitments include capital expenditures to manufacture soy flour texturization ingredients, associated operating costs supporting the sale of products, and general administrative expenses. For the six months ended June 30, 2023, we incurred a net loss from continuing operations of $54.0 million and use of cash flows from operating activities of $44.3 million.

Our business prospects are subject to risks and uncertainties frequently encountered by emerging growth companies, including access to capital. We have incurred significant losses since inception, primarily due to investments to enhance our technological capabilities and costs associated with the early-stage commercialization of products. Further, scheduled principal payments on the Convertible Notes Payable are due starting in the third quarter of 2024. These factors, coupled with expected capital expenditures, indicated that, without further action, our forecasted cash flows would not be sufficient for us to meet our contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date the condensed consolidated financial statements are issued. Therefore there is now substantial doubt about the Company’s ability to continue as a going concern.

Our liquidity plans and operating budget include further actions that we believe are probable to be achieved in the 12 months after the date the condensed consolidated financial statements are issued. These actions include improving operating efficiencies by reducing certain operating costs and restructuring certain parts of our organization, exploring strategic options including options involving our Seymour, Indiana soy crush facility, supplementing cash needs by selling additional shares of our common stock or securities convertible into common stock, to the public through our shelf registration statement, or obtaining alternative equity financing, and potentially refinancing our current high-cost debt with a conventional, lower cost, lending facility of up to $100 million. There are no guarantees that we will achieve any of these plans, which involve risks and uncertainties, or that our achievement of any of these plans will sufficiently address our substantial doubt about the Company’s ability to continue as a growing concern.

To grow our business, we expect we will need to secure additional capital, which could be debt or equity financing and may lead to dilution of our common stockholders. We believe that our liquidity plans and operating budget described above will supplement our future strategic growth initiatives and our longer-term capital needs. We are continuously assessing our business plans and capital structure. We may also require additional capital in the future to fund capital expenditures, acquisitions or other investments. These capital requirements could be substantial. The amount and timing of our future funding requirements will depend on many factors, including the success of the commercialization of certain of our products, our ability to continue to satisfy our financial covenants under our financing facilities, our ability to repay or refinance our indebtedness as it becomes due, and our success at implementing our Liquidity Improvement Plan and other cost-saving measures. We could potentially use our available financial resources sooner than we currently expect. Our failure to raise capital as and when needed could have significant negative consequences for our business, financial condition and results of consolidated operations. We cannot guarantee that we will be able to meet existing financial covenants or obtain new financing on favorable terms, if at all. Our future capital requirements and the adequacy of available funds will depend on many factors, including those more fully described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, and in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Summary of Cash Flows

A summary of our cash flows from operating, investing and financing activities is presented in the following table:

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	Six Months Ended June 30,
(USD in Thousands)	2023		2022
Net cash used in operating activities	$	(44,281)	$	(58,732)
Net cash provided by (used in) investing activities	46,102		(75,542)
Net cash (used in)/provided by financing activities	(7,768)		102,128
Effect of exchange rate changes on cash	—		(45)
Net decrease in cash and cash equivalents	(5,947)		(32,191)
Cash, cash equivalents and restricted cash, beginning of period	43,321		78,963
Cash, cash equivalents and restricted cash, end of period	$	37,374	$	46,772

Operating Activities

On a consolidated basis, net cash flows used by operating activities were $44.3 million and $58.7 million for the six months ended June 30, 2023 and 2022, respectively. The decrease in cash outflows of $14.5 million for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 was primarily attributable to a continued decline in the valuation of warrant and conversion option liabilities for the six months ended June 30, 2023 compared to the same period in 2022 of $19.0 million driven by the fluctuation in the share price of our Common Stock and equity volatility, partially offset by a decrease in stock-based compensation expense of $12.6 million and changes in working capital.

Net cash flows provided by operating activities from discontinued operations were $5.9 million and $4.6 million for the six months ended June 30, 2023 and 2022, respectively. The increase in cash inflows of $1.3 million from operating activities for the six months ended June 30, 2023 as compared to the same period in 2022 was primarily driven by changes in working capital.

Investing Activities

On a consolidated basis, net cash flows provided by investing activities were $46.1 million for the six months ended June 30, 2023 compared to a use of cash of $75.5 million for the six months ended June 30, 2022, representing an increase in cash inflow of $121.6 million for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. The increase in cash inflow was driven by lower purchases of marketable securities of $173.6 million partially offset by a decrease in maturities and sales of marketable securities of $53.6 million during the six months ended June 30, 2023.

There was $1.9 million net cash inflow from investing activities from discontinued operations for the six months ended June 30, 2023, compared to a net use of cash of $3.1 million for the six months ended June 30, 2022. The increase in cash inflows of $5.1 million from investing activities was attributable to $1.9 million in proceeds from the close of the Stock Sale offset by a decrease in payments for property and equipment of $3.1 million.

Financing Activities

On a consolidated basis, net cash flows used in financing activities were $7.8 million for the six months ended June 30, 2023 compared to a source of cash of $102.1 million for the six months ended June 30, 2022, representing a decrease of $109.9 million of cash inflows from financing activities. The decrease in net cash flows from financing activities is primarily attributable to the PIPE Investment, which resulted in gross proceeds of $81.2 million and proceeds from the issuance of long-term debt of $24.1 million during the six months ended June 30, 2022 that did not recur during the six months ended June 30, 2023.

Net cash flows used in financing activities from discontinued operations were $3.2 million for the six months ended June 30, 2023 compared to a source of cash of $2.7 million for the six months ended June 30, 2022. The decrease in net cash flows from financing activities for the six months ended June 30, 2023 is attributable to repayments of debt compared to financing activities resulting in proceeds from an issuance of debt of $2.9 million during the six months ended June 30, 2022.

Commitments and Contingencies

The information set forth in Note 14, Commitments and Contingencies to the accompanying condensed consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.

Off-Balance Sheet Arrangements

The Company has not entered into off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

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Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies from the information provided under “Critical Accounting Policies and Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Emerging Growth Company

See Note 2, Summary of Significant Accounting Policies to the accompanying condensed consolidated financial statements included in Part I, Item 1 of this report for a description of the Company’s emerging growth company status.

Recent Accounting Guidance

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. See Note 2, Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements for more information about recent accounting pronouncements, the timing of their adoption and the Company’s assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our quantitative and qualitative disclosures about market risk are described under the heading “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2022. In the six months ended June 30, 2023, there were no material changes to our quantitative and qualitative disclosures about market risk from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and is accumulated and communicated to our management, including our Interim Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Interim Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under the Exchange Act, as of June 30, 2023, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

Limitations on Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

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Remediation of Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

A material weakness was identified in our internal control over financial reporting within the historical Fresh segment relating to the year ended December 31, 2022 and the quarter ended March 31, 2023. Specifically, we did not design, implement, or test transaction level or IT General Controls at the historical Fresh segment. These controls specifically related to transactions that originated and were recorded at the historical Fresh segment level that have been included as “Discontinued Operations” within the condensed consolidated financial statements. The historical Fresh segment was fully divested as of June 30, 2023. As a result of the divestiture, this material weakness was remediated as of June 30, 2023.

Changes in Internal Control over Financial Reporting

Except as set forth above, there have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

We are not a party to any material litigation or other material legal proceedings. From time to time, we may be subject to legal proceedings and claims in the ordinary course of our business.

Item 1A. Risk Factors

Except as set forth below, there have been no material changes to the “Risk Factors” disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022:

The actions associated with the execution of the Liquidity Improvement Plan could be insufficient to achieve our financial objectives and could have negative consequences on our business and growth.

On March 27, 2023, our Board of Directors committed to the Liquidity Improvement Plan, which together with subsequent cost-saving measures, is intended to improve liquidity by an estimated $65 million to $85 million by the end of 2024. We are executing the Liquidity Improvement Plan to create a more cost-efficient organization and enhance our capital structure to execute on our strategic priorities.

While we expect the actions associated with the execution of the Liquidity Improvement Plan to be substantially complete by December 31, 2023, there can be no assurance that such actions or any other cost reduction initiatives will be successfully or timely implemented, or that they will materially and positively impact our ability to achieve our financial objectives. Because the Liquidity Improvement Plan involves restructuring certain parts of our organization, the associated cost reductions could adversely impact productivity, product innovations and sales to an extent we have not anticipated. In addition, aspects of the Liquidity Improvement Plan, such as our exploration of strategic options, including options involving our Seymour, Indiana soy crush facility, could adversely impact our ability to generate revenues. Our ability to complete the actions associated with the execution of the Liquidity Improvement Plan and achieve the anticipated benefits within the expected timeframe is subject to estimates and assumptions, and actual results may vary materially from our expectations, including as a result of factors that are beyond our control. Our efforts to create a more cost-efficient organization and enhance our capital structure to execute on our strategic priorities may not be successful. Even if we successfully execute these actions in a timely manner and they generate the anticipated cost savings, the Liquidity Improvement Plan may have other unforeseeable or unintended consequences that could materially adversely impact our profitability and business, including our research and development initiatives and our ability to commercialize our product candidates. To the extent that we do not achieve the intended benefits of the actions associated with the execution of the Liquidity Improvement Plan, or suffer negative consequences as a result of its implementation, our business and results of operations may be materially adversely affected.

If we are unable to retire our existing debt facility prior to maturity and replace it with a conventional, lower cost lending facility consistent with our current expectations, our business and financial condition could be materially adversely affected.

As previously disclosed, we currently intend to retire our existing debt facility prior to maturity and replace it with a conventional, lower cost lending facility. In March 2023, we signed a non-binding term sheet with First National Bank of Omaha as administrative agent and arranger to provide up to a $100 million syndicated senior secured credit facility, which we currently intend to enter into in connection with the early repayment of our existing debt facility. Although we currently expect

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that the new credit facility will be entered into as early as the third quarter of 2023, any definitive agreement as to such credit facility remains subject to further negotiations, obtaining binding commitments from a syndicate of lenders, and the execution of final loan documents. We can make no assurances that we will be able to retire our existing debt early on the anticipated timeframe, or at all, or that any new credit facility will ultimately be agreed upon or become available to us or that, if definitive agreement is reached, its terms will be more favorable to us than our existing indebtedness. If we are unable to repay our existing debt early and replace it with a new credit facility on terms acceptable or favorable to us, in an amount sufficient to meet our liquidity needs, or within the anticipated timeframe, our business, financial condition, results of operations, prospects, and ability to continue as a going concern could be adversely affected. Moreover, if we are unable to repay our existing debt prior to the expiration of the interest-only period in the second quarter of 2024, our periodic payment obligations with respect to our outstanding indebtedness will increase significantly, and the actions currently associated with the Liquidity Improvement Plan, even if executed successfully, may be insufficient to achieve our financial objectives.

We cannot guarantee that we will be able to meet existing financial covenants or that any new financing will be available to us on favorable terms, in a timely manner, or at all, and the failure to implement any such new financing may make it more difficult for us to operate our business, implement our growth plans, or achieve our financial objectives. If this were to occur, we could 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, any of which could have significant negative consequences for our business, financial condition and results of consolidated operations.

While our unaudited condensed consolidated financial statements have been prepared on a going concern basis, we believe that our recurring net losses, negative cash flows from operations, accumulated deficit and other factors have raised substantial doubt about our ability to continue as a going concern.

There is substantial doubt about our ability to continue as a going concern, as we currently do not have adequate financial resources to fund our forecasted operating costs for at least twelve months from the filing of this Form 10-Q. For the three and six months ended June 30, 2023, we incurred a net loss from continuing operations of $49.1 million and $54 million, respectively, and for the six months ended June 30, 2023, we had negative cash flows from operating activities of $44.3 million and had capital expenditures of $7 million. As of June 30, 2023, we had cash and marketable securities of $94.4 million and restricted cash of $19.8 million. As of June 30, 2023, we had an accumulated deficit of $468.4 million and term debt and notes payable of $107.4 million, which are subject to repayment terms and covenants further described in Note 9, Debt in the notes to condensed consolidated financial statements of this Form 10-Q. Specifically, scheduled principal payments on our convertible notes payable are due starting in the third quarter of 2024. We have incurred significant losses since our inception, primarily to fund investment into technology and costs associated with early-stage commercialization of products. These matters raise substantial doubt about our ability to continue as a going concern.

Our potential inability to continue as a going concern may materially adversely affect our share price and our ability to raise new capital, enter into critical contractual relations with third parties, meet our obligations as they become due and otherwise execute our business strategy. We currently have no committed sources of financing available to fund the prepayment of convertible notes payable. If we are unable to raise additional financing and increase revenue or reduce expenses, we may be unable to continue to fund our operations, develop our products, realize value from our assets, or discharge our liabilities in the normal course of business. If we become unable to continue as a going concern, we could have to liquidate our assets, and potentially realize significantly less than the values at which they are carried on our financial statements, and shareholders could lose all or part of their investment in our shares.

We have recognized a goodwill impairment charge in the three months ended June 30, 2023, and we could be required to record additional material impairment charges in the future.

Under U.S. GAAP, we review our goodwill and intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Additionally, goodwill and intangible assets are required to be tested for impairment at least annually. The valuation models used to determine the fair value of goodwill or intangible assets are dependent upon various assumptions and reflect management’s best estimates. Significant management assumptions, which are critical in this fair value determination, include, without limitation, revenue growth rates, operating margins, weighted average cost of capital, future economic and market conditions, earnings multiples, terminal growth rate, tax rate and future cash flow projections. Any changes to the assumptions and estimates made by management, may cause a change in circumstances indicating that the carrying value of the goodwill and intangible assets may not be recoverable.

As of June 30, 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. As a result, a quantitative goodwill and separately

38

identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19.2 million, which represented the entire goodwill balance prior to the impairment charge.

The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing our proprietary products and pursue other strategic investments in the industry. See Part I, Item 1, Goodwill and Intangible Assets section in Note 2, Summary of Significant Accounting Policies in the notes to condensed consolidated financial statements of this Form 10-Q.

The goodwill impairment analysis is sensitive to changes in key assumptions used, such as future cash flows, discount rates and growth rates as well as current market conditions, all of which might be unfavorably impacted in the future. If the assumptions and projections used in the analysis are not realized, it is possible that additional impairment charges may need to be recorded in the future. We cannot accurately predict the amount and timing of any impairment of intangible assets or other long-lived assets. Any additional impairment charges that we may take in the future could be material to our results of operations and financial position.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)

Amendment to Credit Agreement

On June 29, 2023, our wholly-owned subsidiary, Dakota Dry Bean Inc. (“DDB”), entered into the Twelfth Amendment (the “Twelfth Amendment”) to the existing Credit Agreement (the “Existing Credit Facility”) with First National Bank of Omaha, N.A. (the “Lender”). The Twelfth Amendment modified certain terms of the Existing Credit Facility, including among other things, by: (i) extending certain maturity dates of term loans available under the Existing Credit Facility; and (ii) providing that Lender consented to DDB’s repayment of up to $2.7 million of subordinated debt without penalty, and agreed that such repayment would not result in a violation of the terms of the Existing Credit Facility.

The foregoing summary description of the Twelfth Amendment is qualified in its entirety by reference to the actual text of the Twelfth Amendment, a copy of which is filed as Exhibit 10.5 hereto, and which is hereby incorporated by reference herein.

Amendment to Bylaws

The information contained in section (b) of Item 5 is hereby incorporated by reference herein.

(b)

Amendment to Bylaws

On August 8, 2023, the Board approved an amendment and restatement of the Company’s Second Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”) to (i) update certain procedural requirements relating to director nominations by stockholders in light of the adoption and effectiveness of Rule 14a-19 promulgated under the Securities Exchange Act of 1934 (“Rule 14a-19”), (ii) update certain procedural requirements relating to the availability of a stockholder list during stockholder meetings in light of the adoption and effectiveness of the amendment to Section 219 of the Delaware General Corporation Law (the “DGCL”), (iii) update certain procedural requirements regarding the holding of meetings of stockholders by means of remote communication, and (iv) make technical and conforming revisions and clarifications.

As amended and restated, Section 2.4 of the Second Amended and Restated Bylaws provides that a stockholder’s written notice to the Secretary of the corporation in respect of the nomination of one or more persons for election to the Board of Directors must, in addition to all other procedural and notice requirements of the Second Amended and Restated Bylaws, (i) comply with the requirements of Rule 14a-19 and (ii) include all information required by Rule 14a-19. In addition, as amended and restated, Section 2.13 of the Second Amended and Restated Bylaws no longer requires that the Company make available its stockholder

39

list during a stockholder meeting in accordance with the amended Section 219 of the DGCL, and as amended and restated, Section 2.7 of the Second Amended and Restated Bylaws provides that any meeting of the stockholders may be adjourned and notice need not be given of any such adjourned meeting if the time, place and means of remote communication are provided in accordance with applicable law.

The foregoing summary description of the amendments effected by the Second Amended and Restated Bylaws is qualified in its entirety by reference to the actual text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto, and which is incorporated by reference herein.

(c)

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

40

Item 6. Exhibits

Exhibit	Description
3.1*	Second Amended and Restated Bylaws of Benson Hill, Inc.
10.1#*	Benson Hill, Inc. Restricted Stock Unit Agreement-2023 Annual LTIP Award for Adrienne Elsner granted under the Benson Hill, Inc. 2021 Omnibus Incentive Plan.
10.2#	Separation and Release Agreement, dated as of June 15, 2023, by and between Matthew B. Crisp and Benson Hill, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 16, 2023).
10.3#	Consulting Agreement, dated as of June 15, 2023, by and between Matthew B. Crisp and Benson Hill, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 16, 2023).
10.4#	Interim Employment Agreement, dated as of June 16, 2023, by and between Adrienne Elsner and Benson Hill, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 16, 2023).
10.5*	Twelfth Amendment to Credit Agreement, dated as of June 29, 2023, by and between Dakota Dry Bean Inc. as Borrower and First National Bank of Omaha as Lender.
31.1*	Certification of Benson Hill, Inc.’s Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Benson Hill. Inc.’s Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Benson Hill, Inc.’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________________

*    Filed herewith.

**    Furnished herewith.

#    Indicates management contract or compensatory plan or arrangement.

41

SIGNATURES

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 thereunto duly authorized.

Benson Hill, Inc. (Registrant)
By:	/s/ Adrienne Elsner
	Adrienne Elsner
	Interim Chief Executive Officer (Principal Executive Officer)
By:	/s/ Dean Freeman
	Dean Freeman
	Chief Financial Officer (Principal Financial Officer)
	August 9, 2023

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EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED
BYLAWS OF BENSON HILL, INC.

(Effective as of August 8, 2023)

ARTICLE I
CORPORATE OFFICES

Section 1.1Registered Office. The registered office of Benson Hill, Inc. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation. References in these bylaws to the certificate of incorporation, as the same shall be amended and/or restated from time to time (the “Certificate”), shall include the terms of any certificate of designations of any series of preferred stock.

Section 1.2Other Offices. The Corporation also may have offices at such other places, both within and without the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 2.1Time and Place of Meetings. Meetings of stockholders shall be held at any time and place, within or without the State of Delaware, designated by the Board. In the absence of any such designation, stockholders’ meetings shall be held at the Corporation’s principal executive office.

Section 2.2Annual Meeting. The annual meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as shall be designated from time to time by the Board and stated in the Corporation’s notice of the meeting. At the annual meeting, directors shall be elected and any other business properly brought before the meeting may be transacted. For purposes of this Article II, the 2021 annual meeting of the stockholders shall be deemed to have been held on September 28, 2021.

Section 2.3Special Meeting.

(i)    A special meeting of the stockholders, other than those required by statute, may be called at any time only in the manner provided in the Certificate. The Board may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

(ii)The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been set forth in the notice of such meeting. Nothing contained in this Section 2.3(ii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board may be held.

Section 2.4Advance Notice Procedures.

(i)    Advance Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto) or proxy materials with respect to such meeting, (B) by or at the direction of the Board (or any authorized

committee thereof), or (C) by a stockholder of the Corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(i) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the procedures set forth in this Section 2.4(i). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations) (the “1934 Act”), and included in the notice of meeting given by or at the direction of the Board, for the avoidance of doubt, clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

(a)    For business to be properly brought before an annual meeting by a stockholder pursuant to clause Section 2.4(i)(C) above, a stockholder’s notice must set forth all information required under this Section 2.4(i) and must be received by the Secretary of the Corporation at the principal executive offices of the Corporation not later than the 90th day nor earlier than the 120th day before the one-year anniversary of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be received by the Secretary of the Corporation not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the tenth day following the day on which a Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 2.4(i)(a). “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

(b)    To be in proper written form, a stockholder’s notice to the Secretary of the Corporation must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class or series and number of shares of the Corporation that are held of record or are beneficially owned, directly or indirectly, by the stockholder or any Stockholder Associated Person and any Derivative Instruments (as defined below) held or beneficially owned, directly or indirectly, by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the Corporation, (5) any proxy, contract, arrangement, understanding or relationship pursuant to which the stockholder or a Stockholder Associated Person has a right to vote any shares of any security of the Corporation, (6) any rights to dividends on the shares of the Corporation beneficially owned by the stockholder or a Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation, (7) any performance-related fees (other than asset-based fees) that the stockholder or a Stockholder Associated Person

is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, (8) any material interest of the stockholder or a Stockholder Associated Person in such business and (9) a statement whether such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (9), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to the Secretary of the Corporation must be supplemented not later than ten days following the record date for notice of the meeting to disclose the information contained in clauses (3) through (7) above as of the record date for notice of the meeting. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii). For purposes of this Section 2.4, a “Derivative Instrument” shall mean any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of capital stock of the Corporation or otherwise.

(c)    Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i) and, if applicable, Section 2.4(ii) and that certain Investor Rights Agreement, dated as of September 29, 2021 (the “Investor Rights Agreement”), by and among the Corporation and certain stockholders of the Corporation. In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting in accordance with the provisions prescribed by these bylaws, and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(ii)    Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(ii) and the Investor Rights Agreement shall be eligible for election or re-election as directors at an annual meeting of stockholders. Nominations of persons for election or re-election to the Board shall be made at an annual meeting of stockholders only (A) by or at the direction of the Board, (B) by a stockholder of the Corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.4(ii) or (C) pursuant to the Investor Rights Agreement. In addition to any other applicable requirements, except as otherwise set forth in the Investor Rights Agreement, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

(a)    To comply with clause (B) of Section 2.4(ii) above, except as provided in the Investor Rights Agreement, a nomination to be made by a stockholder must set forth all information required under this Section 2.4(ii) and must be received by the Secretary of

the Corporation at the principal executive offices of the Corporation at the time set forth in, and in accordance with Section 2.4(i)(a).

(b)    To be in proper written form, such stockholder’s notice to the Secretary must set forth:

(1)    as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class or series and number of shares of the Corporation that are held of record or are beneficially owned, directly or indirectly, by the nominee and any Derivative Instruments held or beneficially held of record or are beneficially owned, directly or indirectly, by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) any proxy, contract, arrangement, understanding or relationship pursuant to which the nominee has a right to vote any shares of any security of the Corporation, (F) any rights to dividends on the shares of the Corporation beneficially owned by the nominee that are separated or separable from the underlying shares of the Corporation, (G) any performance-related fees (other than asset-based fees) that the nominee is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, (H) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, (I) a written statement executed by the nominee acknowledging that as a director of the Corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the Corporation and its stockholders and (J) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election or re-election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in any proxy statement and any associated proxy card, if any, as a nominee and to serving as a director if elected or re-elected, as the case may be); and

(2)    as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (7) of Section 2.4(i)(b) above, and the supplement referenced in the second sentence of Section 2.4(i)(b) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), (B) a statement whether such stockholder or Stockholder Associated Person will (a) deliver a proxy statement and form of proxy to holders of a number of the Corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect or re-elect such nominee(s), (b) solicit proxies in support of any proposed nominee in accordance with Rule 14a-19, and (c) a certification of representation that such nominating stockholder has complied with and/or will comply with the requirements of Rule 14a-19 (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”), and (C) reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the 1934 Act, upon request by the Corporation, if such shareholder or beneficial owner provides notice pursuant to Rule 14a-19(b) under the 1934 Act, such shareholder or beneficial owner shall deliver to the corporation, no later than five business days prior to the applicable meeting.

(c)    At the request of the Board, any person nominated by a stockholder for election or re-election as a director must furnish to the Secretary of the

Corporation (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given, (2) a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five business days of such written request), (3) such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director or audit committee financial expert of the Corporation under applicable laws, securities exchange rules or regulations, or any publicly-disclosed corporate governance guideline or committee charter of the Corporation and (4) such information that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. In the absence of the furnishing of such information if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(ii); and

(d)    Except as otherwise provided in the Investor Rights Agreement, no person shall be eligible for election or re-election as a director of the Corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.4(ii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these bylaws or Rule 14a-19, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded. Notwithstanding anything to the contrary herein, unless otherwise required by law, if any stockholder or beneficial owner, if any, on whose behalf a nomination is made (i) provides notice pursuant to Rule 14a-19(b) promulgated under the 1934 Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the 1934 Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder or such beneficial owner has met the requirements of Rule 14a-19(a)(3) promulgated under the 1934 Act), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation and counted for the purposes of determining quorum (which proxies and votes shall be disregarded). Any votes or proxies in favor of any disregarded nominations or proposed business, including without limitation proxies or votes disregarded pursuant to paragraph (ii)(d) of this Section 2.4, shall be treated as abstentions, notwithstanding that such votes or proxies may have been received by the Corporation and counted for the purposes of determining quorum.

(iii)    Other Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4. Nothing in this Section 2.4 shall be deemed to affect any rights of:

(a)    a stockholder to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act; or

(b)    the Corporation to omit a proposal from the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.

Section 2.5Notice of Stockholders’ Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the General Corporation Law of the State of the Delaware (the “DGCL”), the Certificate or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

Section 2.6    Quorum. The holders of a majority of the aggregate voting power of the capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, except as otherwise required by the DGCL, the Certificate or these bylaws. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum (as to such class or series) entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the Certificate or these bylaws. Abstentions and non-votes by brokers are counted as present for purposes of determining a quorum.

If a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the holders of a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

Section 2.7Adjourned Meeting; Notice. When a meeting is adjourned to another time and/or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are provided in accordance with applicable law. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days or a new record date for stockholders entitled to vote is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.8Conduct of Business. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. The chairperson of any meeting of stockholders shall be designated by the Board; in the absence of such designation, the Chairman of the Board, if any, the Chief Executive Officer (in the absence of the chairperson) or the President (in the absence of the Chairman of the Board and the Chief Executive Officer), or in their absence any other executive officer of the Corporation, shall serve as chairperson of the stockholder meeting.

Section 2.9Voting.

(i)    Voting Rights. Except as may be otherwise provided by law, the Certificate or these bylaws, each stockholder shall be entitled to one vote for each share of

capital stock held by such stockholder. Any share of capital stock of the Corporation held by the Corporation shall have no voting rights.

(ii)    Vote Required. Except as otherwise required by law, the Certificate or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the Certificate or these bylaws, the vote required for election of a director by the stockholders at a meeting of stockholders shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor or against the election of a nominee at a meeting of stockholders. In a contested election, the directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of stock entitled to vote in such election. For purposes of Section 2.9(ii), (i) a “contested election” means that as of the record date for the meeting at which the election is held, there are more nominees for election than positions on the Board of Directors and (ii) a “majority of the votes cast” means that the number of votes cast in favor of the election of a director exceeds the number of votes cast against the election of that director.

(iii)Abstentions and Broker Non-Votes. In determining the number of votes cast for or against a proposal or nominee, shares abstaining from voting on a matter will not be treated as a vote cast. A non-vote by a broker will be counted for purposes of determining a quorum but not for purposes of determining the number of votes cast.

Section 2.10No Stockholder Action by Written Consent Without a Meeting. Subject to the rights of the holders of any series of preferred stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

Section 2.11Record Dates.

(i)    In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting.

(ii)    In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 2.12Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an

instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A written proxy may be in the form of a telegram, cablegram, or other means of electronic transmission permitted by law, which results in a writing from such stockholder or by his or her attorney and delivered to the Secretary of the meeting. A stockholder directly or indirectly soliciting proxies for other stockholders must use a proxy card color other than white, which shall be reserved for exclusive use by the Board.

Section 2.13List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. The stockholder list shall be arranged in alphabetical order and show the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days ending on the day before the meeting date (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours at the Corporation’s principal place of business.

ARTICLE III
DIRECTORS

Section 3.1Board Power. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as may be otherwise provided in the DGCL or the Certificate.

Section 3.2Board Size. The Board shall consist of no less than five members and no more than 15 members, each of whom shall be a natural person. The number of directors shall be determined from time to time solely by resolution of the Board in accordance with the provisions of the Certificate. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 3.3Election, Qualification and Term of Office of Directors. Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, disqualification or removal from office. Directors need not be stockholders unless so required by the Certificate or these bylaws. The Certificate or these bylaws may prescribe other qualifications for directors.

Section 3.4Removal of Directors. Any director may be removed from office by the stockholders of the Corporation only for cause by the affirmative vote of at least a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 3.5Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic

transmission was authorized by the director. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Acceptance of such resignation shall not be necessary to make it effective.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next annual meeting of stockholders of the Corporation and until his or her successor is elected and qualified, or until such director’s earlier death, resignation, disqualification or removal from office.

Section 3.6Place of Meetings; Meetings by Telephone. The Board may hold meetings, both regular and special, either within or without the State of Delaware. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.7Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

Section 3.8Special Meetings; Notice. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or a majority of the authorized number of directors, at such times and places as he or she or they shall designate. Notice of special meetings of the Board shall be given to each director at least 48 hours before the date of the meeting in such manner as is determined by the Board.

Section 3.9    Quorum; Voting. At all meetings of the Board, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate or these bylaws.

Section 3.10Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the Certificate or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.

Section 3.11Fees and Compensation of Directors. Unless otherwise restricted by the Certificate or these bylaws, the Board shall have the authority to fix the compensation of directors.

ARTICLE IV
COMMITTEES

Section 4.1Committees of Directors. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.

Section 4.2Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

Section 4.3Meetings and Action of Committees.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i)    Section 3.6 (place of meetings and meetings by telephone);

(ii)Section 3.7 (regular meetings);

(iii)    Section 3.8 (special meetings; notice);

(iv)    Section 3.9 (quorum; voting);

(v)    Section 3.10 (action without a meeting); and

(vi)    Section 7.5 (waiver of notice) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(I)    the time of regular meetings of committees may be determined by resolution of the committee; and

(II)    special meetings of committees may also be called by resolution of the committee.

The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Section 4.4Subcommittees. Unless otherwise provided under applicable law, or in the Certificate, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V
OFFICERS

Section 5.1Officers. The officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, one or more Executive Vice President or Vice Presidents, a Chief Operating Officer, a Chief Financial Officer, a Secretary and a Treasurer and such other officers and assistant officers as may be deemed necessary or desirable by the Board. Any number of offices may be held by the same person. In its discretion, the Board may choose not to fill any office for any period as it may deem advisable; provided, however, that there shall always be (i) a Chairman of the Board, a President or a Vice President and (ii) a Treasurer, a Secretary, an Assistant Treasurer or an Assistant Secretary.

Section 5.2Appointment of Officers. The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Article V for the regular election to such office.

Section 5.3Subordinate Officers. The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

Section 5.4Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written or electronic notice to the Corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5.5Vacancies in Offices. Any vacancy occurring in any office of the Corporation shall be filled by the Board as provided in Section 5.2 and 5.3.

Section 5.6Representation of Shares of Other Corporations. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or Assistant Secretary of this Corporation, or any other person authorized by the Board, the Chairman of the Board, the Chief Executive Officer, the President or a Vice President, is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

Section 5.7Authority and Duties of Officers. All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of

the Corporation as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

Section 5.8The Chairman of the Board. The Chairman of the Board shall have the powers and duties customarily and usually associated with the office of the Chairman of the Board. The Chairman of the Board shall preside at meetings of the stockholders and of the Board.

Section 5.9The Chief Executive Officer. The Chief Executive Officer shall have, subject to the supervision, direction and control of the Board, ultimate authority for decisions relating to the supervision, direction and management of the affairs and the business of the Corporation customarily and usually associated with the position of Chief Executive Officer, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. If at any time the office of the Chairman and Vice Chairman of the Board shall not be filled, or in the event of the temporary absence or disability of the Chairman of the Board and the Vice Chairman of the Board, the Chief Executive Officer shall perform the duties and exercise the powers of the Chairman of the Board unless otherwise determined by the Board.

Section 5.10The President. The President shall have, subject to the supervision, direction and control of the Board, the general powers and duties of supervision, direction and management of the affairs and business of the Corporation customarily and usually associated with the position of President. The President shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board, the Chairman of the Board or the Chief Executive Officer. In the event of the absence or disability of the Chief Executive Officer, the President shall perform the duties and exercise the powers of the Chief Executive Officer unless otherwise determined by the Board.

Section 5.11The Chief Operating Officer. The Chief Operating Officer of the Corporation shall have, subject to the supervision, direction and control of the Board, the Chairman of the Board, the Chief Executive Officer and the President, general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The Chief Operating Officer shall have such other powers and perform such duties as may from time be assigned to him or her by the Board, the Chairman of the Board, the Chief Executive Officer or the President.

Section 5.12The Vice Presidents and Assistant Vice Presidents. Each Vice President and Assistant Vice President shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board, the Chairman of the Board, the Chief Executive Officer or the President.

Section 5.13The Secretary and Assistant Secretaries.

(i)    The Secretary shall attend meetings of the Board and meetings of the stockholders and record all votes and minutes of all such proceedings in a book or books kept for such purpose. The Secretary shall have all such further powers and duties as are customarily and usually associated with the position of Secretary or as may from time to time be assigned to him or her by the Board, the Chairman of the Board, the Chief Executive Officer or the President.

(ii)    Each Assistant Secretary shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the

Assistant secretaries in the order determined by the Board) shall perform the duties and exercise the powers of the Secretary.

Section 5.14The Chief Financial Officer, the Treasurer and Assistant Treasurers.

(i)    The Chief Financial Officer shall be responsible for maintaining the Corporation’s accounting records and statements, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Chief Financial Officer shall also maintain adequate records of all assets, liabilities and transactions of the Corporation and shall assure that adequate audits thereof are currently and regularly made. The Chief Financial Officer shall have all such further powers and perform all such further duties as are customarily and usually associated with the position of Chief Financial Officer, or as may from time to time be assigned to him or her by the Board, the Chairman, the Chief Executive Officer or the President. Unless a Treasurer has been appointed separately in accordance with these bylaws, the Chief Financial Officer shall also perform the duties of Treasurer prescribed in paragraph (ii) below.

(ii)    The Treasurer shall have custody of the Corporation’s funds and securities, shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by any duly authorized officer of the Corporation, and shall have such further powers and perform such further duties as may from time to time be assigned to him or her by the Board, the Chief Executive Officer, or the President.

(iii)    Each Assistant Treasurer shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer.

ARTICLE VI
STOCK

Section 6.1Stock Certificates; Uncertificated Shares. The shares of the Corporation may be represented by certificated or uncertificated shares, as determined by the Corporation in accordance with applicable law. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman of the Board or Vice Chairman of the Board, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form.

Section 6.2Special Designation on Certificates. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and

relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or Sections 151(f), 156, 202(a) or 218(a) of the DGCL, or with respect to this Section 6.2, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 6.3Lost, Stolen or Destroyed Certificates. Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 6.4Dividends. The Board, subject to any restrictions contained in the Certificate or applicable law, may declare and pay dividends upon the shares of the Corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock, subject to the provisions of the Certificate.

Section 6.5Transfer of Stock. Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer; provided, however, that such succession, assignment or authority to transfer is not prohibited by the Certificate, these bylaws, applicable law or contract.

Section 6.6Stock Transfer Agreements. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

Section 6.7Registered Stockholders. The Corporation:

(i)    shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii)    shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and (iii)    shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII
MANNER OF GIVING NOTICE AND WAIVER

Section 7.1Notice of Stockholders’ Meetings. Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Corporation’s records. An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 7.2Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate or these bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:

(i)    the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent; and

(ii)    such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i)    if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii)    if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii)    if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv)    if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 7.3Notice to Stockholders Sharing an Address. Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under the

provisions of the DGCL, the Certificate or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any stockholder who fails to object in writing to the Corporation, within 60 days of having been given written notice by the Corporation of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

Section 7.4Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given under the DGCL, the Certificate or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

Section 7.5Waiver of Notice. Whenever notice is required to be given to stockholders, directors or other persons under any provision of the DGCL, the Certificate or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders or the Board, as the case may be, need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate or these bylaws.

ARTICLE VIII
INDEMNIFICATION

Section 8.1Indemnification of Directors and Officers in Third Party Proceedings. Subject to the other provisions of this Article VIII, the Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether civil, criminal, administrative, legislative, investigative or other nature and including any and all appeals (collectively, each a “Proceeding”) (other than an action by or in the right of the Corporation to procure a judgement in its favor) by reason of the fact that such person is or was a director or officer of the Corporation, or while a director of the Corporation or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all liability and loss suffered and expenses, including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes, damages, claims, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act

in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 8.2Indemnification of Directors and Officers in Actions by or in the Right of the Corporation. Subject to the other provisions of this Article VIII, the Corporation shall indemnity, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgement in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against all liability and loss suffered and expenses, including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes, damages, claims, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 8.3Successful Defense. To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any Proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith to the extent not already advanced pursuant to Section 8.5.

Section 8.4Indemnification of Others. Subject to the other provisions of this Article VIII, the Corporation shall have power to indemnify its employees and its agents to the extent not prohibited by the DGCL or other applicable law. The Board shall have the power to delegate the determination of whether employees or agents shall be indemnified to such person or persons as the board of determines.

Section 8.5Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any Proceeding shall be paid by the Corporation, and expenses (including attorneys’ fees) incurred by the Corporation’s employees and agents in defending any Proceeding shall be paid by the Corporation, in advance of the final disposition of such Proceeding upon receipt of a written request therefor and an undertaking, by or on behalf of the person, to repay such amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that such person is not entitled to be indemnified under this Article VIII or the DGCL. The right to advancement of expenses shall not apply if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that officer, director, employee or agent, as applicable, acted in bad faith or in a manner that such person did not reasonably believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person had reasonable cause to believe his or her conduct was unlawful. Such determination shall be made: (i) by the Board of Directors by a majority vote of directors who are not parties to such proceeding, whether or not such majority constitutes a quorum; (ii) by a committee of such directors designated by a majority vote of such directors, whether or not such majority

constitutes a quorum; or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the officer, director, employee or agent, as applicable.

Section 8.6Limitation on Indemnification. Subject to the requirements in Section 8.3 and the DGCL, the Corporation shall not be obligated to indemnify any person pursuant to this Article VIII in connection with any Proceeding (or any part of any Proceeding):

(i)    for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii)    for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(iii)    for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Corporation, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv)    initiated by such person (and not by way of defense), unless (a) the Board authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, (c) otherwise required to be made under Section 8.6 or (d) otherwise required by applicable law; or

(v)if prohibited by applicable law; provided, however, that if any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 8.7Determination; Claim. If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within 90 days after receipt by the Corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The Corporation shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the Corporation under this Article VIII, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

Section 8.8Non-Exclusivity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

Section 8.9Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

Section 8.10Survival. Notwithstanding anything to the contrary, the rights to indemnification and advancement of expenses conferred by this Article VIII shall be contract rights and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.11Effect Of Repeal Or Modification. Any amendment, alteration or repeal of this Article VIII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to such amendment, alteration or repeal.

Section 8.12Certain Definitions. For purposes of this Article VIII, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

ARTICLE IX
GENERAL MATTERS

Section 9.1Execution of Corporate Contracts and Instruments. Except as otherwise provided by law, the Certificate or these bylaws, the Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute any document or instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific

instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 9.2Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

Section 9.3Seal. The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 9.4Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both an entity and a natural person.

ARTICLE X
AMENDMENTS

The Board is expressly authorized to adopt, alter, amend or repeal these bylaws. The affirmative vote of at least a majority of Board then in office shall be required in order for the Board to adopt, amend, alter or repeal these bylaws. Prior to September 29, 2024 (the “Sunset Date”), the bylaws may also be adopted, amended or repealed by the affirmative vote of at least 66-2/3 percent of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote upon such adoption, amendment or repeal, voting as a single class. On or after the Sunset Date, the bylaws may also be adopted, amended or repealed by the affirmative vote of at least a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote upon such adoption, amendment or repeal, voting as a single class.

EX-10.1

Exhibit 10.1

BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT
2023 ANNUAL LTIP AWARD

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective June 15, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and DEANIE ELSNER (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted.

In satisfaction of Section 3.3(b) of your Executive Employment Agreement (the “EmploymentAgreement”), the Company hereby issues you 735,244 Restricted Stock Units (the “Sign-On RSUs”). Each Sign-On RSU represents the right to receive one share of Company Common Stock upon vesting and settlement of the Sign-On RSU. Your Sign-On RSUs are subject to the following terms and conditions, as well as the terms and conditions of the Plan. Unless otherwise specified, capitalized terms used but not defined below have the meaning ascribed to them in the Plan.

1.Vesting and Settlement. Your “Vesting Start Date” is June 15, 2023. Subject to your continued service, your Sign-On RSUs will vest 100% on June 15, 2024.

If (i) your service is terminated under Section 4.2 of your Employment Agreement as a result of the Company terminating you without “Cause” (as that term is defined in Section 4.1 of your Employment Agreement) or by you resigning for “Good Reason” (as that term is defined in Section 4.1 of your Employment Agreement), (ii) such resignation or termination occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to such resignation or termination occur within the three months prior to a Change in Control, and (iii) and subject to you executing a “Release” (as that term is defined in Section 4.2 of your Employment Agreement), then any unvested portion of your 2022 RSUs will vest on your “Release Effective Date” (as that term is defined in Section 4.2 of your Employment Agreement).

If your service terminates for any other reason before your Sign-On RSUs fully vest, you will automatically forfeit all interests and rights related to your unvested Sign-On RSUs upon such termination of your service. You will have no right or interest in any forfeited Sign-On RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement.

Subject to Section 6 (Taxes) of this Agreement, any portion of your Sign-On RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your Sign-On RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of Sign-On RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.

2.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until your Sign-On RSUs are settled in accordance with Section 1 (Vesting and Settlement) of this Agreement, you may not sell, transfer or encumber your Sign-On RSUs (or any rights relating to your Sign-On RSU) in any

way. Any attempt to sell, transfer or encumber your Sign-On RSUs (or any rights relating to your Sign-On RSU) is wholly ineffective and, if you make any such attempt, you will automatically forfeit your Sign-On RSUs and all of your rights to the Sign-On RSUs will immediately terminate without any payment or consideration by the Company or any Affiliate.

3.Rights as Shareholder; Dividend Equivalents. You do not have any rights as a shareholder with respect to the shares of Common Stock underlying your Sign-On RSUs unless and until your Sign-On RSUs vest and are settled by the issuance of shares of Common Stock. Upon and following the settlement of your Sign-On RSUs, you will be the record owner of the shares of Common Stock issued in settlement of your Sign-On RSUs and you will be entitled to all rights of a shareholder of the Company (including voting rights) unless and until you sell or otherwise dispose of such shares.

If, prior to an unvested Sign-On RSU’s settlement date, the Company declares a dividend on the shares of Common Stock, the Company will credit an account with an amount equal to the dividends that would have been paid to you had you been issued one share of Common Stock on the Grant Date for each unvested Sign-On RSU (“Dividend Equivalents”). Dividend Equivalents shall be subject to the same vesting and forfeiture restrictions as the unvested Sign-On RSUs to which they are attributable and shall be paid on the same date that the unvested Sign-On RSUs to which they are attributable are settled in accordance with Section 1. To the extent vested, Dividend Equivalents credited to your account shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of the Dividend Equivalents, if any.

4.No Right to Continued Employment or Service. Neither the Plan nor this Agreement confers upon you any right to be retained in any position with the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or any Affiliate to terminate your employment or service at any time, with or without cause.

5.Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, your Sign-On RSUs shall be adjusted or terminated in any manner as contemplated by Section 5 of the Plan.

6.Taxes. You are required to pay to the Company, and the Company has the right to deduct from any compensation paid to you pursuant to the Plan, the amount of any required withholding taxes in respect of your Sign-On RSUs and to take all other action as the Committee deems necessary to satisfy all obligations for the payment of withholding taxes. The Committee may permit you to satisfy any federal, state or local tax withholding obligation by any of the means provided in Section 16 of the Plan, including but not limited to the Company withholding from delivery of shares of Common Stock.

Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding, the ultimate liability for all such taxes is and remains your responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any such taxes in connection with the grant, vesting or settlement of your Sign-On RSUs or the subsequent sale of any shares; and (b) does not commit to structure your Sign-On RSUs to reduce or eliminate your tax liability.

This Agreement is intended to comply with Code Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding

additional taxes or penalties under Code Section 409A. Notwithstanding the foregoing, neither the Company nor any Affiliate makes any representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company nor any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Code Section 409A.

7.Compliance with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and you with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred prior to the effective date of the Company’s Form S-8 Registration Statement and unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

8.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Company’s Chief People Officer at the Company’s principal corporate offices. Any notice required to be delivered to you shall be in writing and addressed to your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

9.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

10.Interpretation. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated by reference. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Either party must submit any dispute regarding the interpretation of this Agreement to the Committee for review. The Committee’s resolution of any dispute is final and binding on both parties.

11.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the Company’s successors and assigns. Subject to the restrictions on transfer, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom your Sign-On RSUs may be transferred by will or the laws of descent or distribution.

12.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

13.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of your Sign-On RSUs in this Agreement does not create any contractual right or other right to receive any RSUs or other awards in the future. Future awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment or service with the Company or any Affiliate.

14.Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel your Sign-On RSUs, prospectively or retroactively; provided, that, no such action shall adversely affect your material rights under this Agreement without regard to this Section 14 without your consent.

15.No Impact on Other Benefits. The value of your Sign-On RSUs is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

16.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic means will have the same effect as physical delivery of the paper document bearing an original signature.

17.Acceptance. You hereby acknowledge receipt of a copy of the Plan and this Agreement. You have read and understand the terms and provisions the Plan and this Agreement , and accept your Sign- On RSUs subject to all of the terms and conditions of the Plan and this Agreement.

******

EX-10.5

Exhibit 10.5

TWELFTH AMENDMENT TO CREDIT AGREEMENT

THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Twelfth Amendment”) is dated this 29 day of June, 2023 by and among DAKOTA DRY BEAN INC., a North Dakota corporation (together with its successors and assigns, the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (together with its successors and assigns, the “Lender”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Credit Agreement (defined below).

RECITALS

WHEREAS, Borrower and Lender are parties to that certain Credit Agreement dated April 11, 2019, First Amendment to Credit Agreement dated April 1, 2020, Second Amendment to Credit Agreement dated June 1, 2020, Third Amendment to Credit Agreement dated October 23, 2020, Fourth Amendment to Credit Agreement dated March 23, 2021, Fifth Amendment to Credit Agreement dated April 29, 2021, Sixth Amendment to Credit Agreement dated May 30, 2021, Seventh Amendment to Credit Agreement dated July 1, 2021, Eighth Amendment to Credit Agreement dated September 1, 2021, Ninth Amendment to Credit Agreement dated September 29, 2021, Tenth Amendment to Credit Agreement dated November 1, 2021 and Eleventh Amendment to Credit Agreement dated November 1, 2022 (as the same may from time to time be amended, restated, modified or otherwise supplemented, collectively the “Credit Agreement”), pursuant to which Lender has agreed to make loans to Borrower; and

WHEREAS, Borrower and Lender desire to amend and modify certain terms and conditions of the Credit Agreement.

NOW, THEREFORE, for and in consideration of the Recitals set forth above, which are incorporated into this Twelfth Amendment by this reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.Section 2.1 of the Credit Agreement is hereby amended by deleting paragraph (d) in its entirety and substituting the following paragraph (d) in its place:

“(d) The term of the Revolving Credit Facility shall expire on November 1, 2023. All Revolving Credit Loans under the Revolving Credit Facility shall be repaid on or before the earliest of (i) November 1, 2023, (ii) termination of the Revolving Credit Facility and (iii) termination of this Agreement (the earliest of such dates, the “Revolving Credit Maturity Date”). After the Revolving Credit Maturity Date, no further Advances under the Revolving Credit Facility shall be available from Lender. The term of the Term Loan Facility (Facility - A) shall expire on April 1, 2025. The Term Loan (Facility - A) under the Term Loan Facility (Facility - A) shall be repaid on or before the earliest of (i) April 1, 2025, (ii) termination of the Term Loan Facility (Facility - A) and (iii) termination of this Agreement (the earliest of such dates, the “Term Loan Maturity Date (Facility - A”). After the Term Loan Maturity Date

(Facility- A), no Advance under the Term Loan Facility (Facility - A) shall be available from Lender. The term of the Term Loan Facility (Facility - B) shall expire on April 1, 2024. The Term Loan (Facility - B) under the Term Loan Facility (Facility - B) shall be repaid on or before the earliest of (i) April 1, 2024, (ii) termination of the Term Loan Facility (Facility - B) and (iii) termination of this Agreement (the earliest of such dates, the “Term Loan Maturity Date (Facility - B)”). After the Term Loan Maturity Date (Facility – B), no Advance under the Term Loan Facility (Facility – B) shall be available from Lender. The term of the Term Loan Facility (Facility - Equipment) shall expire on the January 1, April 1, July 1 or October 1 which first precedes the date that is five (5) years after the Second Closing Date. The Term Loan (Facility - Equipment) under the Term Loan Facility (Facility - Equipment) shall be repaid on or before the earliest of (i) the January 1, April 1, July 1 or October 1 which first precedes the date that is five (5) years after the Second Closing Date, (ii) termination of the Term Loan Facility (Facility - Equipment) and (iii) termination of this Agreement (the earliest of such dates, the “Term Loan Maturity Date (Facility - Equipment)”). After the Term Loan Maturity Date (Facility - Equipment), no Advance under the Term Loan Facility (Facility - Equipment) shall be available from Lender.”

2.    Lender hereby consents to Borrower’s repayment of up to $2,700,000 of Subordinated Debt by Borrower to Guarantor and agrees that such repayment shall not result in a violation of any provision of the Loan Documents.

3.    In connection with the execution of this Twelfth Amendment, and as a condition precedent hereto, Borrower shall execute and / or deliver to Lender the following on the date hereof:

(a)    A Second Amendment to Term Loan Note (Facility - A) dated of even date herewith between Borrower and Lender (the “Second Term Loan Note (Facility - A) Amendment”), amending that certain Term Loan Note (Facility - A) dated April 11, 2019 from Borrower to the order of Lender and First Amendment to Term Loan Note (Facility - A) dated November 1, 2021 (as the same may from time to time be amended, restated, modified, supplemented, replaced or refinanced, collectively the “Original Term Loan Note (Facility - A)”). The Second Term Loan Note (Facility - A) Amendment is incorporated herein by reference, made a part hereof and shall be substantially in the form of Exhibit A attached hereto. References to “Term Loan Note (Facility - A)” in the Credit Agreement are hereby amended so that such term includes the Original Term Loan Note (Facility - A), the Second Term Loan Note (Facility - A) Note Amendment and any amendments, restatements, modifications, supplements, replacements or refinancings of the same.

(b)    Such resolutions, certificates, written opinions of Borrower’s independent counsel and other instruments, documents, agreements, information and reports as may be requested by Lender, in form and substance satisfactory to Lender.

4.    Borrower hereby represents and warrants that, except as may be disclosed on the Schedule of Exceptions attached hereto, (a) no Event of Default or Unmatured Event of Default has occurred and continues to exist under the Credit Agreement and the other Loan Documents,

and (b) all representations and warranties in the Credit Agreement and the other Loan Documents are reaffirmed to be true and correct as of the date hereof, which representations and warranties shall survive execution of this Twelfth Amendment.

5.    Borrower has previously delivered to Lender all of the relevant organizational and governing documents and agreements of Borrower and all such documents and agreements remain in full force and effect and have not been amended or modified since they were delivered to Lender.

6.    Borrower shall be responsible for paying all Expenses incurred by Lender in connection with this Twelfth Amendment pursuant to Section 8.5 of the Credit Agreement.

7.    Except as specifically amended herein, the Credit Agreement shall remain in full force and effect as originally executed. Except for any specific waiver set forth in this Twelfth Amendment, nothing herein shall be deemed to be a consent to a waiver or amendment of any covenant or agreement contained in the Credit Agreement or the other Loan Documents and all such other covenants and agreements contained in the Credit Agreement and the other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect in accordance with their respective terms.

8.    This Twelfth Amendment shall be binding on the successors and assigns of the parties hereto.

9.    This Twelfth Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Twelfth Amendment as of the day and year first set forth above.

BORROWER:

DAKOTA DRY BEAN INC.

By: /s/ Todd Smith        

Name: Todd Smith

Title: Chief Executive Officer

LENDER:

FIRST NATIONAL BANK OF OMAHA

By: /s/ Kenneth Feaser        

Name: Kenneth Feaser

Title: Vice President

GUARANTOR’S CONSENT

The undersigned Guarantor hereby (a) consents to the Twelfth Amendment and the transactions contemplated hereby, (b) reaffirms its obligations under the Guaranty Agreement including, without limitation, the unconditional guarantee to Lender of the full and prompt payment and performance of the Guaranteed Obligations (as defined in the Guaranty Agreement), whether now existing or hereafter arising, and (c) represents and warrants that (i) the Guaranty Agreement continues to constitute the legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, (ii) there exists no Event of Default or Unmatured Event of Default and (iii) there are no, and shall not be any, defenses to or counterclaims or rights of set-off against Lender's rights under the Guaranty Agreement.

BENSON HILL HOLDINGS, INC.

By: /s/ Dean Freeman    

Name: Dean Freeman

Title:    Chief Financial Officer

SCHEDULE OF EXCEPTIONS

1.    On August 16, 2022, Columbia Grain International, LLC (“Columbia Grain”) submitted a dispute with Dakota Dry Bean Inc. for arbitration by the National Grain and Feed Association. Columbia Grain is claiming a default under a yellow pea purchase contract and has alleged damages in the amount of $730,166.13. Dakota Dry Bean Inc. is defending the matter.

EXHIBIT A

Second Amendment to Term Loan Note (Facility-A)

SECOND AMENDMENT TO TERM LOAN NOTE (FACILITY - A)

THIS SECOND AMENDMENT TO TERM LOAN NOTE (FACILITY - A) (this “Second Amendment") is dated June 29, 2023 by and among DAKOTA DRY BEAN INC., a North Dakota corporation (together with its successors and assigns, the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (together with its successors and assigns, the “Lender"). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Credit Agreement (defined below).

RECITALS

WHEREAS, Borrower executed and delivered to Lender that certain Term Loan Note (Facility-A) dated April 11, 2019 and First Amendment to Term Loan Note (Facility-A) dated November 1, 2021 (as the same may from time to time be amended, restated, modified, supplemented, replaced or refinanced, collectively the "Original Term Loan Note (Facility-A)");

WHEREAS, the Original Term Loan Note (Facility - A) was given in connection with, and governed by, that certain Credit Agreement dated April 11, 2019, First Amendment to Credit Agreement dated April 1, 2020, Second Amendment to Credit Agreement dated June 1, 2020, Third Amendment to Credit Agreement dated October 23, 2020, Fourth Amendment to Credit Agreement dated March 23, 2021, Fifth Amendment to Credit Agreement dated April 29, 2021, Sixth Amendment to Credit Agreement dated May 30, 2021, Seventh Amendment to Credit Agreement dated July 1, 2021, Eighth Amendment to Credit Agreement dated September 1, 2021, Ninth Amendment to Credit Agreement dated September 29, 2021, Tenth Amendment to Credit Agreement dated November 1, 2021 and Eleventh Amendment to Credit Agreement dated November 1, 2022 (as the same may from time to time be amended, restated, modified or otherwise supplemented, collectively the "Credit Agreement"); and

WHEREAS, Borrower and Lender are entering into that certain Twelfth Amendment to Credit Agreement dated of even date herewith, and desire to amend and modify certain terms and conditions of the Original Term Loan Note (Facility - A) in connection therewith.

NOW, THEREFORE, for and in consideration of the Recitals set forth above, which are incorporated into this Second Amendment by this reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.Each reference in the third (3rd paragraph of the Original Term Loan Note (Facility-A) to "April 1, 2024" is hereby amended to state "April 1, 2025".

2.    Except as specifically amended herein, the Original Term Loan Note (Facility - A) shall remain in full force and effect as originally executed.

3.    This Second Amendment shall be binding on the successors and assigns of the parties hereto.

4.    This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the day and year first set forth above.

BORROWER:

DAKOTA DRY BEAN INC.

By: /s/ Todd Smith

Name: Todd Smith

Title: Chief Executive Officer

LENDER:

FIRST NATIONAL BANK OF OMAHA

By: /s/ Kenneth Feaster

Name: Kenneth Feaster

Title: Vice President

[Signature Page to Second Amendment to Term Loan Note (Facility-A)]

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Adrienne Elsner, Interim Chief Executive Officer of Benson Hill, Inc. certify that:

1.I have reviewed this quarterly report on Form 10-Q of Benson Hill, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2023    /s/ Adrienne Elsner

Adrienne Elsner

Interim Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dean Freeman, Chief Financial Officer of Benson Hill, Inc., certify that:

1.I have reviewed this quarterly report on Form 10-Q of Benson Hill, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2023    /s/ Dean Freeman

Dean Freeman

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officers of Benson Hill, Inc., a Delaware corporation (the “Company”) do hereby certify that, to the best of such officers’ knowledge:

(1)    The Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 9, 2023    /s/ Adrienne Elsner

Adrienne Elsner

Interim Chief Executive Officer

(Principal Executive Officer)

Date: August 9, 2023    /s/ Dean Freeman

Dean Freeman

Chief Financial Officer

(Principal Financial Officer)

A signed original of these written statements required by Section 906 has been provided to Benson Hill, Inc. and will be retained by Benson Hill, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 07, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-39835
Entity Registrant Name	Benson Hill, Inc.
Entity Incorporation, State Code	DE
Entity Tax Identification Number	85-3374823
Entity Address, Address Line One	1001 North Warson Rd
Entity Address, City or Town	St. Louis,
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63132
City Area Code	(314)
Local Phone Number	222-8218
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		207,974,435
Entity Central Index Key	0001830210
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock, $0.0001 par value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	BHIL
Security Exchange Name	NYSE
Warrants exercisable for one share of common stock at an exercise price of $11.50
Entity Information [Line Items]
Title of 12(b) Security	Warrants exercisable for one share of common stock at an exercise price of $11.50
Trading Symbol	BHIL WS
Security Exchange Name	NYSE

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 13,882	$ 25,053
Marketable securities	80,514	132,121
Accounts receivable, net	36,456	28,591
Inventories, net	42,670	62,110
Prepaid expenses and other current assets	28,941	29,346
Current assets of discontinued operations	4,226	23,507
Total current assets	206,689	300,728
Property and equipment, net	99,658	99,759
Finance lease right-of-use assets, net	63,185	66,533
Operating lease right-of-use assets	5,628	1,660
Goodwill and intangible assets, net	7,774	27,377
Other assets	9,367	4,863
Total assets	392,301	500,920
Current liabilities:
Accounts payable	20,607	36,717
Finance lease liabilities, current portion	3,725	3,318
Operating lease liabilities, current portion	1,310	364
Long-term debt, current portion	2,246	2,242
Accrued expenses and other current liabilities	22,224	33,435
Current liabilities of discontinued operations	4,031	16,441
Total current liabilities	54,143	92,517
Long-term debt, less current portion	105,185	103,991
Finance lease liabilities, less current portion	75,746	76,431
Operating lease liabilities, less current portion	6,512	1,291
Warrant liabilities	11,732	24,285
Conversion option liabilities	1,983	8,091
Deferred income taxes	155	283
Other non-current liabilities	242	129
Total liabilities	255,698	307,018
Stockholders’ equity:
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 207,467 and 206,668 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	21	21
Additional paid-in capital	608,522	609,450
Accumulated deficit	(468,369)	(408,474)
Accumulated other comprehensive loss	(3,571)	(7,095)
Total stockholders’ equity	136,603	193,902
Total liabilities and stockholders’ equity	$ 392,301	$ 500,920

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	440,000,000	440,000,000
Common stock, shares, issued (in shares)	207,467,000	206,668,000
Common stock, shares outstanding (in shares)	207,467,000	206,668,000

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 109,038	$ 93,631	$ 243,681	$ 159,757
Cost of sales	106,070	87,889	231,190	162,950
Gross profit (loss)	2,968	5,742	12,491	(3,193)
Operating expenses:
Research and development	10,313	12,006	22,955	24,301
Selling, general and administrative expenses	10,851	20,281	27,018	40,536
Impairment of goodwill	19,226	0	19,226	0
Total operating expenses	40,390	32,287	69,199	64,837
Loss from operations	(37,422)	(26,545)	(56,708)	(68,030)
Other (income) expense:
Interest expense, net	6,874	3,442	13,246	9,830
Changes in fair value of warrants and conversion option	3,036	(5,899)	(18,660)	(37,640)
Other expense, net	1,921	954	2,789	2,285
Total other (income) expense, net	11,831	(1,503)	(2,625)	(25,525)
Net loss from continuing operations before income taxes	(49,253)	(25,042)	(54,083)	(42,505)
Income tax expense (benefit)	(138)	56	(123)	17
Net loss from continuing operations, net of income taxes	(49,115)	(25,098)	(53,960)	(42,522)
Net loss from discontinued operations, net of income taxes (refer to Note 4, Discontinued Operations)	(7,726)	(2,456)	(5,935)	(1,608)
Net loss attributable to common stockholders	$ (56,841)	$ (27,554)	$ (59,895)	$ (44,130)
Net loss per common share:
Basic net loss per common share from continuing operations (in usd per share)	$ (0.26)	$ (0.14)	$ (0.29)	$ (0.24)
Diluted net loss per common share from continuing operations (in usd per share)	(0.26)	(0.14)	(0.29)	(0.24)
Basic net loss per common share from discontinued operations (in usd per share)	(0.04)	(0.01)	(0.03)	(0.01)
Diluted net loss per common share from discontinued operations (in usd per share)	(0.04)	(0.01)	(0.03)	(0.01)
Basic total net loss per common share (in usd per share)	(0.30)	(0.15)	(0.32)	(0.25)
Diluted total net loss per common share (in usd per share)	$ (0.30)	$ (0.15)	$ (0.32)	$ (0.25)
Weighted average shares outstanding:
Basic weighted average shares outstanding (in shares)	187,725	185,530	187,421	173,189
Diluted weighted average shares outstanding (in shares)	187,725	185,530	187,421	173,189

XML

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss attributable to common stockholders	$ (56,841)	$ (27,554)	$ (59,895)	$ (44,130)
Foreign currency:
Comprehensive income (loss)	0	20	0	(45)
Marketable securities:
Comprehensive income (loss)	4,662	(4,393)	6,568	(8,159)
Adjustment for net income (loss) realized in net loss	(1,994)	1,022	(3,044)	2,229
Other comprehensive loss	2,668	(3,371)	3,524	(5,930)
Total other comprehensive income (loss)	2,668	(3,351)	3,524	(5,975)
Total comprehensive loss	$ (54,173)	$ (30,905)	$ (56,371)	$ (50,105)

XML

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2021		178,089
Beginning balance at Dec. 31, 2021	$ 251,447	$ 18	$ 533,101	$ (280,569)	$ (1,103)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises, net (in shares)		830
Stock option exercises, net	636		636
Stock-based compensation expense	5,683		5,683
PIPE Investment, net of issuance costs (in shares)		26,150
PIPE Investment, net of issuance cost of $3,456	54,928	$ 3	54,925
Comprehensive income (loss)	(19,200)			(16,576)	(2,624)
Ending balance (in shares) at Mar. 31, 2022		205,069
Ending balance at Mar. 31, 2022	293,494	$ 21	594,345	(297,145)	(3,727)
Beginning balance (in shares) at Dec. 31, 2021		178,089
Beginning balance at Dec. 31, 2021	251,447	$ 18	533,101	(280,569)	(1,103)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	(50,105)
Ending balance (in shares) at Jun. 30, 2022		205,616
Ending balance at Jun. 30, 2022	268,980	$ 21	600,736	(324,699)	(7,078)
Beginning balance (in shares) at Mar. 31, 2022		205,069
Beginning balance at Mar. 31, 2022	293,494	$ 21	594,345	(297,145)	(3,727)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises, net (in shares)		547
Stock option exercises, net	715		715
Stock-based compensation expense	5,676		5,676
Comprehensive income (loss)	(30,905)			(27,554)	(3,351)
Ending balance (in shares) at Jun. 30, 2022		205,616
Ending balance at Jun. 30, 2022	$ 268,980	$ 21	600,736	(324,699)	(7,078)
Beginning balance (in shares) at Dec. 31, 2022	206,668	206,668
Beginning balance at Dec. 31, 2022	$ 193,902	$ 21	609,450	(408,474)	(7,095)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises, net (in shares)		791
Stock option exercises, net	121		121
Stock-based compensation expense	2,814		2,814
Comprehensive income (loss)	(2,198)			(3,054)	856
Ending balance (in shares) at Mar. 31, 2023		207,459
Ending balance at Mar. 31, 2023	$ 194,639	$ 21	612,385	(411,528)	(6,239)
Beginning balance (in shares) at Dec. 31, 2022	206,668	206,668
Beginning balance at Dec. 31, 2022	$ 193,902	$ 21	609,450	(408,474)	(7,095)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	$ (56,371)
Ending balance (in shares) at Jun. 30, 2023	207,467	207,467
Ending balance at Jun. 30, 2023	$ 136,603	$ 21	608,522	(468,369)	(3,571)
Beginning balance (in shares) at Mar. 31, 2023		207,459
Beginning balance at Mar. 31, 2023	194,639	$ 21	612,385	(411,528)	(6,239)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises, net (in shares)		8
Stock option exercises, net	19		19
Stock-based compensation expense	(3,882)		(3,882)
Comprehensive income (loss)	$ (54,173)			(56,841)	2,668
Ending balance (in shares) at Jun. 30, 2023	207,467	207,467
Ending balance at Jun. 30, 2023	$ 136,603	$ 21	$ 608,522	$ (468,369)	$ (3,571)

XML

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Transaction costs	$ 3,456

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities
Net loss	$ (59,895)	$ (44,130)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	10,596	10,942
Stock-based compensation expense	(1,214)	11,359
Bad debt expense	(197)	445
Changes in fair value of warrants and conversion option	(18,660)	(37,640)
Accretion and amortization related to financing activities	4,318	5,875
Realized losses on sale of marketable securities	3,044	2,229
Impairment of goodwill	19,226	0
Other	2,593	3,521
Changes in operating assets and liabilities:
Accounts receivable	(1,614)	(5,469)
Inventories	31,072	9,117
Other assets and other liabilities	909	5,293
Accounts payable	(23,708)	(12,722)
Accrued expenses	(10,751)	(7,552)
Net cash used in operating activities	(44,281)	(58,732)
Investing activities
Purchases of marketable securities	(75,050)	(248,637)
Proceeds from maturities of marketable securities	41,759	9,549
Proceeds from sales of marketable securities	84,385	170,217
Purchase of property and equipment	(6,956)	(5,637)
Acquisition, net of cash acquired	0	(1,034)
Proceeds from divestiture of discontinued operations	1,928	0
Other	36	0
Net cash provided by (used in) investing activities	46,102	(75,542)
Financing activities
Contributions from PIPE Investment, net of transaction costs $3,761 in 2022	0	81,234
Repayments of long-term debt	(4,313)	(4,576)
Proceeds from issuance of long-term debt	0	24,078
Payments of debt issuance costs	(2,000)	(38)
Borrowing under revolving line of credit	0	12,491
Repayments under revolving line of credit	0	(11,783)
Payments of finance lease obligations	(1,595)	(629)
Proceeds from exercise of stock awards, net of withholding taxes	140	1,351
Net cash (used in)/provided by financing activities	(7,768)	102,128
Effect of exchange rate changes on cash	0	(45)
Net decrease in cash and cash equivalents	(5,947)	(32,191)
Cash, cash equivalents and restricted cash, beginning of period	43,321	78,963
Cash, cash equivalents and restricted cash, end of period	37,374	46,772
Supplemental disclosure of cash flow information
Cash paid for taxes	2	1
Cash paid for interest	9,555	5,900
Supplemental disclosure of non-cash activities
PIPE Investment issuance costs included in accrued expenses and other current liabilities	0	362
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities	333	2,255
Financing leases commencing in the period	$ 0	$ 806

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Statement of Cash Flows [Abstract]
Transaction costs	$ 3,761

XML

Description of Business

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Description of Business

Benson Hill, Inc. and subsidiaries (collectively, “Benson Hill”, the “Company”, “we”, “us”, or “our”) is a food technology company on a mission to lead the pace of innovation in food. We have a vision to build a healthier and happier world by unlocking the natural genetic diversity of plants with our leading technology platform, CropOS®. Starting with consumer demand, we leverage CropOS® and advanced breeding techniques to design food that’s better from the beginning: more nutritious, more flavorful, and more accessible, while enabling efficient production and delivering novel sustainability benefits to food and feed customers. We are headquartered in St. Louis, Missouri, where the majority of our research and development activities are managed. We operate a soy crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, a soy crushing facility in Seymour, Indiana, and we process dry peas in North Dakota, which we sell throughout North America.

Fresh Business Segment Divestiture

On December 29, 2022, the Company entered into a Stock Purchase Agreement (the “Stock Sale”) to sell J&J Produce, Inc. (“J&J”) and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. J&J was the main component of the former Fresh segment. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, the Company closed the Stock Sale. The Company’s strategic shift to exit the Fresh segment met the criteria to be classified as businesses held for sale and to be presented as a discontinued operation. Refer to Note 4, Discontinued Operations for further details on the divestiture of the former Fresh segment.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and Securities and Exchange Commission (“SEC”) regulations, assuming the Company will continue as a going concern.

For the three and six months ended June 30, 2023, the Company incurred a net loss from continuing operations of $49,115 and $53,960, respectively, and for the six months ended June 30, 2023, the Company had negative cash flows from operating activities of $44,281 and had capital expenditures of $6,956. As of June 30, 2023, the Company had cash and marketable securities of $94,396 and restricted cash of $19,840. Furthermore, as of June 30, 2023, the Company had an accumulated deficit of $468,369 and term debt and notes payable of $107,431, which are subject to repayment terms and covenants further described in Note 9, Debt. Specifically, scheduled principal payments on the Convertible Notes Payable are due starting in the third quarter of 2024. The Company has incurred significant losses since its inception, primarily to fund investment into technology and costs associated with early-stage commercialization of products.

These factors, coupled with expected debt repayments and capital expenditures indicated that, without further action, the Company’s forecasted cash flows would not be sufficient for the Company to meet its contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date the condensed consolidated financial statements are issued. Therefore, there is now substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

During the first quarter of 2023, the Company entered into an amendment to its existing Convertible Loan and Security Agreement, which among other things, extended the interest-only period by six months through the second quarter of 2024, and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the Company’s liquidity plans and operating budget include further actions that management believes are probable of being achieved in the 12 months after the date the condensed consolidated financial statements were issued. These actions include improving operating efficiencies by reducing certain operating costs and restructuring certain parts of the organization. In addition, the Company is considering additional actions to allow the Company to meet its obligations as they come due including exploring strategic options involving its Seymour, Indiana soy crush facility, supplementing cash needs by selling additional shares of its common stock, or securities convertible into common stock, to the public through its shelf registration

statement, or obtaining alternative equity financing, and potentially refinancing its current high-cost debt with a conventional, lower cost, lending facility of up to $100 million. There are no guarantees that the Company will achieve any of these plans, which involve risks and uncertainties.

For the three and six months ended June 2023, the Company recognized severance charges of $1,126 and $1,238, respectively, within selling, general and administrative expenses on the Condensed Consolidated Statement of Operations.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and SEC regulations. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2023. A description of the Company’s significant accounting policies is included in the notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2022 audited consolidated financial statements and the notes thereto.

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Certain prior period balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through December 31, 2023 and expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosures that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-

affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liabilities.

Cash, Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid investments with maturities of 90 days or less at the acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if the Company expects that the cash will remain restricted for a period greater than one year. Current restricted cash is included in the prepaid expenses and other current assets on the condensed consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $3,652 of cash and cash equivalents reported within current assets of discontinued operations as of June 30, 2023 to the amount shown in the condensed consolidated statements of cash flows. There was no restricted cash as of June 30, 2022.

	June 30, 2023
Cash and cash equivalents	$	17,534
Restricted cash, current	19,840
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	37,374

Goodwill and Intangible Assets

Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit.

Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired.

As of June 30, 2023, the Company identified an indicator of impairment and determined it was no longer more likely than not that the fair value of the Company’s sole reporting unit was in excess of the carrying value. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and the Company recorded an impairment of the carrying value of goodwill of $19,226, which represented the entire goodwill balance prior to the impairment charge. The goodwill impairment charge had an immaterial impact on the provision for income taxes.

The Company performed an interim impairment analysis for the Ingredients reporting unit using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. The Company’s estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing its proprietary products and pursue other strategic investments in the industry.

For the quarter ended June 30, 2023, the Company determined there was no impairment of its intangible assets.

Stock Award Modifications

In June 2023, the Company announced that the former Chief Executive Officer (CEO) agreed to resign from the Company effective June 15, 2023, and entered into a consulting agreement to provide transition support through June 15, 2024. In connection with the separation, the Company modified the terms of its former CEO’s outstanding stock awards to (1) continue vesting over the consulting period through June 15, 2024 if continuous service is achieved with the Company; (2) extend the period during which the vested stock options may be exercised for a period of 90 days following the termination of consultancy, if continuous service is achieved with the Company; and (3) extend the period in which performance-based vesting conditions for restricted stock units may be achieved through June 15, 2024, if continuous service is achieved with the Company. As a result of the stock award modifications, the Company recorded a $6.2 million decrease to stock-based compensation expense for the three and six months ended June 30, 2023.

Recently Issued Accounting Guidance Not Yet Effective

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In December 2022, the FASB issued ASU 2022-06 and deferred the sunset date of the Reference Rate Reform (Topic 848) from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company has a floating rate revolving credit facility, a term loan and an equipment loan due in 2024 and plans on phasing out LIBOR as a reference rate before December 31, 2024.

In August 2020, the FASB issued ASU 2020-06, Debt (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within those years, and early adoption is permitted. The Company is currently evaluating the impact ASU 2020-06 will have on its condensed consolidated financial statements.

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Business Combinations

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combinations

Business Combinations

ZFS Creston

On December 30, 2021, we completed the acquisition of a food-grade white flake and soy flour manufacturing operation and related assets through the acquisition of ZFS Creston, LLC, a Delaware limited liability company (“ZFS Creston”), for aggregate cash consideration of $103,099, which includes a working capital adjustment payment of $1,034 in the first quarter of 2022.

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Discontinued Operations

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

On December 29, 2022, the Company entered into a Stock Purchase Agreement (the “Stock Sale”) to sell J&J Produce, Inc. (“J&J”) and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, the Company closed the Stock Sale. Upon closing, certain immaterial assets and liabilities of J&J were reclassified from held for sale to held and used as of June 30, 2023. No adjustment to the carrying value of those assets and liabilities was required based on a current reassessment of the fair value of those assets and liabilities.

J&J was the main component of the Company’s former Fresh segment. The Company’s strategic shift to exit the Fresh segment met the criteria to be classified as businesses held for sale and presented as a discontinued operation. Accordingly, the Company reclassified the results of operations of the Fresh segment to discontinued operations in its condensed consolidated statements

of operations for all periods presented. The carrying amounts of the assets and liabilities of the discontinued operations were as follows:

	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	3,652	$	356
Accounts receivable, net	254		9,808
Inventories, net	—		11,633
Prepaid expenses and other current assets	320		1,710
Total assets from discontinued operations	$	4,226	$	23,507
Liabilities
Current liabilities:
Accounts payable	$	2,083	$	9,743
Current lease liability	—		1,890
Current maturities of long-term debt	—		3,194
Accrued expenses and other liabilities	1,948		1,614
Total liabilities from discontinued operations	$	4,031	$	16,441

As of December 31, 2022, the fair value of the debt included in the liabilities from discontinued operations was $3,305. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy. The Company capitalized no interest costs into property and equipment for the three and six months ended June 30, 2023. The Company capitalized interest costs of $383 and $780, respectively, into property and equipment for the three and six months ended June 30, 2022.

The operating results of the discontinued operations, net of tax, were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues	$	9,902	$	17,116	$	32,237	$	43,435
Cost of sales	15,398		17,282		34,131		39,888
Gross profit	(5,496)		(166)		(1,894)		3,547
Operating expenses:
Research and development	—		11		—		22
Selling, general and administrative expenses	1,883		2,213		3,337		5,082
Total operating expenses	1,883		2,224		3,337		5,104
Interest expense	7		82		14		82
Other expense (income), net	340		(16)		690		(31)
Net loss from discontinued operations, before income taxes	(7,726)		(2,456)		(5,935)		(1,608)
Net loss from discontinued operations, net of income taxes	$	(7,726)	$	(2,456)	$	(5,935)	$	(1,608)

Depreciation, amortization and significant operating and investing items in the condensed consolidated statements of cash flows for the discontinued operations are as follows:

	Six Months Ended June 30,
	2023		2022
Operating activities
Depreciation and amortization	$	—	$	1,002
Bad debt expense	53		—
Net loss on divestiture	172		—
Investing activities
Payments for acquisitions of property and equipment	—		(3,129)
Net proceeds from divestiture	1,928		—

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Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets and liabilities recorded at fair value on a recurring basis on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, commodity derivatives, commodity contracts, accounts payable, accrued liabilities, warrant liabilities, conversion option liabilities, and notes payable. As of June 30, 2023 and December 31, 2022, we had cash and cash equivalents of $13,882 and $25,053, respectively, which includes money market funds with maturities of less than three months. As of June 30, 2023 and December 31, 2022, we had restricted cash of $19,840 and $17,912. At June 30, 2023 and December 31, 2022, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximated fair value due to their short maturities.

The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy:

	June 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	20,259	$	—	$	—	$	20,259
Corporate bonds	$	—	$	45,934	$	—	$	45,934
Preferred stock	—		14,321		—		14,321
Marketable securities	$	20,259	$	60,255	$	—	$	80,514
Liabilities
Warrant liabilities	$	3,409	$	—	$	8,323	$	11,732
Conversion option liabilities	—		—		1,983		1,983
Total liabilities	$	3,409	$	—	$	10,306	$	13,715

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	1,059	$	—	$	—	$	1,059
Corporate bonds	—		116,616		—		116,616
Preferred stock	—		14,446		—		14,446
Marketable securities	$	1,059	$	131,062	$	—	$	132,121
Liabilities
Warrant liabilities	$	5,469	$	—	$	18,816	$	24,285
Conversion option liabilities	—		—		8,091		8,091
Total liabilities	$	5,469	$	—	$	26,907	$	32,376

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for 2023 or 2022.

All of the Company’s derivative contracts are centrally cleared and therefore are cash-settled on a daily basis. This results in the derivative contracts having a fair value that approximates zero on a daily basis. Therefore, there are no derivative assets or liabilities included in the table above. Refer to Note 7, Derivatives for further discussion.

The warrant liabilities consist of PIPE Investment Warrants, Convertible Notes Payable Warrants, Notes Payable Warrants, Private Placement Warrants, and Public Warrants. History, fair value hierarchy, valuation techniques and inputs of those warrants are more fully described in Note 5, Fair Value Measurements and Note 15, Warrant Liabilities, to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2022. Pursuant to the Third Amendment to the Convertible Loan and Security Agreement, the exercise price of the Convertible Notes Payable Warrants (the “Conversion Price”) is the lowest of (i) $2.47; (ii) the 5-day VWAP determined as of March 10, 2023, where “5-day VWAP” means the volume-weighted average price of the Company’s Common Stock, determined for the five consecutive trading days ending on the last trading day immediately preceding the applicable date; and (iii) the effective price per share of any bona fide equity offering prior to March 10, 2024. As such, these warrant liabilities are now valued based on a Monte Carlo simulation that values the warrants using a probability weighted discounted cash flow model, which are considered Level 3 liabilities, whereas previously they were valued based on Black-Scholes option pricing model.

The significant inputs to the valuation of Level 3 warrants and conversion option liabilities as of June 30, 2023 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	2.27		$	2.47
Stock Price	$	1.30		$	1.30		$	1.30		$	1.30
Volatility	96.1		%	105.0		%	97.5		%	74.9		%
Remaining term in years	3.74			3.25			3.50			1.50
Risk-free rate	4.4		%	4.5		%	4.4		%	5.1		%
Dividend yield	—		%	—		%	—		%	—		%

The significant inputs to the valuation of Level 3 warrants and conversion option liabilities as of December 31, 2022 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	2.47		$	2.47
Stock Price	$	2.55		$	2.55		$	2.55		$	2.55
Volatility	90.4		%	84.0		%	89.0		%	64.7		%
Remaining term in years	4.24			3.75			4.00			2.00
Risk-free rate	4.0		%	4.1		%	4.1		%	4.4		%
Dividend yield	—		%	—		%	—		%	—		%

The following table summarizes the changes in the warrants and conversion option liabilities categorized as Level 3 for the three and six months ended June 30, 2023 and 2022:

	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Balance, beginning of period	$	8,471	$	26,907
Changes in estimated fair value	1,835		(16,601)
Ending balance, June 30, 2023	$	10,306	$	10,306

	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Balance, beginning of period	$	45,169	$	42,457
Changes in estimated fair value	(6,101)		(29,993)
Issuance of PIPE Investment warrants	—		26,604
Ending balance, June 30, 2022	$	39,068	$	39,068

Fair Value of Long-Term Debt

As of June 30, 2023 and December 31, 2022, the fair value of the Company’s debt, including amounts classified as current, was $103,712 and $103,814, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy.

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Investments in Available-for-Sale Securities

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Investments in Available-for-Sale Securities

Investments in Available-for-Sale SecuritiesThe Company has invested in marketable debt securities, primarily investment-grade corporate bonds, preferred stock, and highly liquid U.S Treasury securities, which are held in the custody of a major financial institution. These securities are

classified as available-for-sale and, accordingly, the unrealized gains and losses are recorded through other comprehensive income and loss.

Marketable securities classified as available-for-sale securities are summarized below:

	June 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	20,939	$	—	$	(27)	$	20,912
Corporate bonds	47,818		1		(2,408)		45,411
Preferred stock	15,144		18		(971)		14,191
Total Investments	$	83,901	$	19	$	(3,406)	$	80,514

	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	1,059	$	—	$	—	$	1,059
Corporate bonds	122,257		—		(5,641)		116,616
Preferred stock	15,454		—		(1,008)		14,446
Total Investments	$	138,770	$	—	$	(6,649)	$	132,121

The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $36,318 and $66,296 as of June 30, 2023 and December 31, 2022, respectively. The aggregate fair value of investments with unrealized losses that had been owned for more than one year was $36,679 and $64,723 as of June 30, 2023 and December 31, 2022, respectively.

Available-for-sale investments outstanding as of June 30, 2023, classified as marketable securities in the condensed consolidated balance sheets, have maturity dates ranging from the third quarter of 2023 through the fourth quarter of 2026. The fair value of marketable securities as of June 30, 2023 with maturities within one year and one to five years is $50,353 and $30,161, respectively. The Company classifies available-for-sale investments as current based on the nature of the investments and their availability to provide cash for use in current operations, if needed.

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Derivatives

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

Corporate Risk Management Activities

The Company uses exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade prices related to forecasted purchases and sales of soybeans and soybean related products in the normal course of business. These risk management activities are actively monitored for compliance with the Company’s risk management policies.

As of June 30, 2023, the Company held financial futures related to a portion of its forecasted purchases of soybeans for an aggregate notional volume of 6,360 bushels of soybeans; 5,305 bushels of the aggregate notional volume will settle in 2023 with the remaining 1,055 bushels settling in 2024. As of June 30, 2023, the Company held financial futures related to a portion of its forecasted sales of soybean oil for an aggregate notional volume of 637 pounds of soybean oil; all of which will settle in 2023. As of June 30, 2023, the Company held financial futures related to a portion of its forecasted sales of soybean meal for an aggregate notional volume of 91 tons of soybean meal, all of which will settle in 2023.

Tabular Derivatives Disclosures

The Company has master netting agreements with its counterparties, which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce the Company’s credit exposure related to these counterparties. As all of the Company’s derivative contracts are centrally cleared

and therefore are cash-settled on a daily basis, the fair value approximates zero. The Company’s derivative contracts were as follows:

	June 30, 2023				December 31, 2022
	Asset Derivative		Liability Derivative		Asset Derivative		Liability Derivative
Soybeans	$	1,451	$	2,612	$	1,112	$	1,925
Soybean oil	1,104		2,318		533		73
Soybean meal	1,429		—		400		2,414
Effect of daily cash settlement	(3,984)		(4,930)		(2,045)		(4,412)
Net derivatives as classified in the balance sheet	$	—	$	—	$	—	$	—

The Company had a current asset representing excess cash collateral posted to a margin account of $757 and $2,714 as of June 30, 2023 and December 31, 2022, respectively. These amounts are not included with the derivatives presented in the table above and are included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Currently, the Company does not seek cash flow hedge accounting treatment for its derivative financial instruments and thus changes in fair value are reflected in current earnings.

The tables below show the amounts of pre-tax gains and losses related to the Company’s derivatives:

	Three Months Ended June 30, 2023						Three Months Ended June 30, 2022
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	(1,410)	$	479	$	(931)	$	(1,278)	$	1,605	$	327
Soybean oil	2,093		(1,674)		419		(2,447)		1,672		(775)
Soybean meal	3,259		18		3,277		(299)		1,602		1,303
Total	$	3,942	$	(1,177)	$	2,765	$	(4,024)	$	4,879	$	855

	Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	(1,247)	$	(348)	$	(1,595)	$	(6,231)	$	1,211	$	(5,020)
Soybean oil	2,500		(1,675)		825		(7,405)		207		(7,198)
Soybean meal	(74)		3,444		3,370		(245)		772		527
Total	$	1,179	$	1,421	$	2,600	$	(13,881)	$	2,190	$	(11,691)

The Company’s soybean positions are designed to hedge risk related to inventory purchases, therefore the gains and losses on soybean instruments are recorded in cost of sales in the condensed consolidated statements of operations. The Company’s soybean oil and soybean meal positions are designed to hedge risk related to sales transactions therefore the gains and losses on soybean oil and soybean meal instruments are recorded in revenues in the condensed consolidated statements of operations.

The Company classifies the cash effects of its derivatives within the “Cash Flows from Operating Activities” section of the condensed consolidated statements of cash flows.

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Inventories, Net

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventories, Net

Inventories, Net

Inventories, net consist of the following:

	June 30, 2023		December 31, 2022
Raw materials and supplies	$	21,510	$	37,483
Work-in-process	7,230		4,977
Finished goods	13,930		19,650
Total inventories	$	42,670	$	62,110

Work-in-process inventory consists of seed provided to contracted seed producers and growers with which we hold a purchase option for, or are required to purchase the future harvested seeds or grains. It also includes crops under production which represent the direct costs of land preparation, seed, planting, growing, and maintenance.

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Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

Debt

	June 30, 2023		December 31, 2022
DDB Term loan, due April 2025	$	6,825	$	7,393
DDB Equipment loan, due July 2024	875		1,225
Convertible Notes Payable, due January 2025	112,700		110,700
Equipment Financing, due March 2025	681		873
Notes payable, varying maturities through June 2026	71		81
Less: unamortized debt discount and debt issuance costs	(13,721)		(14,039)
	107,431		106,233
Less: current maturities of long-term debt	(2,246)		(2,242)
Long-term debt	$	105,185	$	103,991

Term Loan, Equipment Loan and Revolver

In April 2019, our wholly-owned subsidiary, Dakota Dry Bean, Inc. (“DDB”) entered into a Credit Agreement comprised of a $14,000 aggregate principal amount of floating rate, five-year term loan (“DDB Term Loan”), a $3,500 floating rate, five-year loan to be used for facility expansion (“DDB Equipment Loan”), and a $6,000 floating rate revolving credit facility (“DDB Revolver”), which is renewed annually (together the “Credit Agreement”). In the fourth quarter of 2022, the DDB Revolver maturity date was extended to November 2023. In the second quarter of 2023, the DDB Term Loan maturity date was extended to April 2025. As of June 30, 2023, the interest rate is U.S. prime rate plus 0.75% on the DDB Term Loan and DDB Equipment Loan, and U.S. prime rate plus 0.25% on the DDB Revolver.

The Credit Agreement is secured by substantially all of DDB’s real and personal property and is guaranteed, in part, by Benson Hill, Inc., DDB’s parent company, to a maximum of $7,000. The DDB Term Loan is payable in equal quarterly installments of $284 plus interest with the remaining balance of $4,834 due in April 2025. The DDB Equipment Loan is payable in equal quarterly installments of $175 plus interest through July 2024.

Under the Credit Agreement, DDB and the Company must comply with certain financial covenants based on DDB’s operations, including a minimum working capital covenant, a minimum net worth covenant, a funded debt to EBITDA ratio covenant, and a fixed charge coverage ratio covenant.

Benson Hill, Inc., as guarantor, must also comply with a minimum cash covenant. The Credit Agreement also contains various restrictions on the Company’s activities, including restrictions on indebtedness, liens, investments, distributions, acquisitions and dispositions, control changes, transactions with affiliates, establishment of bank and brokerage accounts, sale-leaseback transactions, margin stocks, hazardous substances, hedging, and management agreements. During the second quarter of 2023, the Company was in compliance with the financial covenants under the Credit Agreement.

Convertible Notes Payable

In December 2021, the Company entered into a financing agreement with an investment firm (the “Convertible Loan and Security Agreement”), which included a commitment by the lender to make term loans available to the Company in an amount of up to $100,000 with $80,000 available immediately. Under the original Convertible Loan and Security Agreement, upon the Company’s achievement of certain milestones, a second tranche of $20,000 became available on June 30, 2022 and the Company could elect to extend the interest-only period from 12 to 24 months and the maturity date by six months as of September 30, 2022.

The Company executed term notes with the lender in December 2021 in the aggregate amount of $80,000 with an initial term of 36 months payable in interest only, at the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 3.25% per annum, plus 5.75% per annum for the first 12 months and principal and interest payments for the remaining 24 months. The term notes are secured by substantially all of the Company’s assets.

In June 2022, the Company amended the Convertible Loan and Security Agreement, which changed the definition of gross margin, and modified the Conversion Price and the Exercise Price. The change to the definition of gross margin removed the impact of derivative hedging gains or losses related to future periods and resulted in the Company’s achievement of the milestones required to draw on the second tranche. The Company drew on the full $20,000 available under the second tranche upon entering into this amendment.

In November 2022, the Company entered into a second amendment to the Convertible Loan and Security Agreement, which, among other things, changed the definition of Outstanding Shares based on the updated definition of Market Cap Threshold I. Additionally, the required minimum liquidity covenant requirement was reduced from six months to four months. The second amendment also increased the designated interest rate by 25 basis points. Pursuant to the second amendment, the Company achieved the milestones required to extend the interest-only period from 12 to 24 months and extend the maturity date by six months. This extended the interest-free period through 2023 and the maturity date to July 2025.

In March 2023, the Company entered into a third amendment to the Convertible Loan and Security Agreement (“Third Amendment”), which, among other things, extended the interest-only period for six months through the second quarter of 2024 and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the Third Amendment increased the final balloon payment by 200 basis points and reset the prime rate floor from 5.75% to 7.75%.

Upon maturity or other satisfaction of the term notes, a final payment (in addition to other payments of principal and interest) equal to $12,700 is payable by the Company to the lenders. In the event the term notes are prepaid, a prepayment fee is due, ranging from 1% to 6% of the principal amount of the term notes, based upon the time from the initial closing to the prepayment date.

At any time after six months and before 42 months from the closing date of the initial term notes, up to $20,000 of the principal amount of the term loans then outstanding may be converted (at the lender’s option) into shares of the Company’s common stock.

The conversion option is subject to: (a) the closing sales price of the Company’s common stock for each of the seven consecutive trading days immediately preceding the conversion, being greater than or equal to the conversion price; (b) the shares of the Company’s common stock issued in connection with any such conversion not exceeding 20% of the total trading volume of the Company’s common stock for the 22 consecutive trading days immediately prior to and including the effective date of the conversion; and (c) all lenders’ pro forma shares of the Company’s Common Stock resulting from the conversion option, when added to all lenders’ pro forma shares of the Company’s common stock resulting from the exercise of the warrants, not exceeding 2.5% of the number of shares of the Company’s common stock outstanding at the time of the conversion.

As of June 30, 2023, the lender has not yet exercised their conversion option for any portion of the outstanding principal. The fair value of the conversion option, estimated at $8,783 at issuance, was recorded as a debt discount, which is amortized over the life of the term notes using the effective interest method and recorded as interest expense.

Under the terms of the Convertible Loan and Security Agreement, the Company must comply with certain affirmative, negative, and financial covenants. These covenants are primarily restrictions on the Company’s activities, including restrictions

on indebtedness, liens, dividends, and significant business changes. The Company is required to maintain, at all times, a minimum liquidity equal to or greater than four months. The Company was in compliance with the financial covenants under the Convertible Loan and Security Agreement during the six months ended June 30, 2023.

Equipment Financing

In March 2022, the Company entered into a sale-leaseback transaction relating to certain of the Company’s equipment. The Company evaluated whether the transaction qualified as a sale under ASC 606 and ultimately determined that as the leases are classified as financing leases under ASC 842, the transaction did not qualify as a sale and therefore control of the equipment was not transferred. Therefore, the proceeds from the sales of $1,160 were recorded as a financing liability in 2022. The Company will make monthly payments of $33 under the financing arrangement for a term of 36 months.

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Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	June 30, 2023		December 31, 2022
Payroll and employee benefits	$	7,156	$	12,306
Insurance premiums	951		4,687
Professional services	1,034		2,842
Research and development	537		924
Inventory	393		530
Interest	129		167
Contract liability	8,305		9,965
Other	3,719		2,014
	$	22,224	$	33,435

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Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe Company’s effective tax rate was 0% for the three and six months ended June 30, 2023, and 2022. The 2023 and 2022 effective tax rates differed from the statutory rate of 21% primarily due to the fact that the Company recorded no income tax benefit on the Company’s pretax losses as the Company recorded a full valuation allowance globally. The tax benefit recorded in 2023 relates primarily to the reversal of deferred tax liabilities due to the impairment of goodwill.

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Comprehensive Income

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Comprehensive Income

Comprehensive Income

The Company’s other comprehensive income (loss) (“OCI”) consists of unrealized gains and losses on marketable debt securities classified as available for sale and foreign currency translation adjustments from its subsidiaries in Brazil and Canada.

The following table shows changes in accumulated other comprehensive income (“AOCI”) by component for the three and six months ended June 30, 2023 and 2022:

	Cumulative Foreign Currency Translation		Unrealized Gains/(Losses) on Marketable Securities		Total
Balance as of March 31, 2023	$	(385)	$	(5,854)	$	(6,239)
Other comprehensive income before reclassifications	—		4,662		4,662
Amounts reclassified from AOCI	—		(1,994)		(1,994)
Other comprehensive income	—		2,668		2,668
Balance at June 30, 2023	$	(385)	$	(3,186)	$	(3,571)
Balance at December 31, 2022	$	(385)	$	(6,710)	$	(7,095)
Other comprehensive income before reclassifications	—		6,568		6,568
Amounts reclassified from AOCI	—		(3,044)		(3,044)
Other comprehensive income	—		3,524		3,524
Balance at June 30, 2023	$	(385)	$	(3,186)	$	(3,571)
Balance as of March 31, 2022	$	(441)	$	(3,286)	$	(3,727)
Other comprehensive income (loss) before reclassifications	20		(4,393)		(4,373)
Amounts reclassified from AOCI	—		1,022		1,022
Other comprehensive income (loss)	20		(3,371)		(3,351)
Balance at June 30, 2022	$	(421)	$	(6,657)	$	(7,078)
Balance at December 31, 2021	$	(376)	$	(727)	$	(1,103)
Other comprehensive loss before reclassifications	(45)		(8,159)		(8,204)
Amounts reclassified from AOCI	—		2,229		2,229
Other comprehensive loss	(45)		(5,930)		(5,975)
Balance at June 30, 2022	$	(421)	$	(6,657)	$	(7,078)

Amounts reclassified from AOCI were reported within “Other (income) expense, net” on the condensed consolidated statements of operations. The Company’s accounting policy is to release the income tax effects (if applicable) from AOCI when the individual units of account are sold.

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Loss Per Common Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Loss Per Common Share

Loss Per Common ShareThe Company computes basic net income (loss) per common share using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed using the weighted average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities may consist of warrants, stock options and restricted stock units. The dilutive effect of outstanding warrants, stock options and restricted stock units are reflected in diluted earnings per share by application of the treasury stock method. The weighted average share impact of warrants, stock options and restricted stock units that were excluded from the calculation of diluted shares outstanding due to the Company incurring a net loss for the three and six months ended June 30, 2023 and 2022 were as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Anti-dilutive common share equivalents:
Warrants	—	—	—	83
Stock options	674	3,813	1,149	4,266
Restricted stock units	9,001	5,285	7,970	4,102
Total anti-dilutive common share equivalents	9,675	9,098	9,119	8,451

The following table sets forth the computation for basic and diluted net loss from continuing operations per common share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net loss from continuing operations	$	(49,115)	$	(25,098)	$	(53,960)	$	(42,522)
Denominator:
Weighted average common shares outstanding, basic and diluted	187,725		185,530		187,421		173,189
Net loss from continuing operations per common share, basic and diluted	$	(0.26)	$	(0.14)	$	(0.29)	$	(0.24)

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

The Company accrues for cost related to contingencies when a loss is probable, and the amount is reasonably determinable. Disclosure of contingencies is included in the condensed consolidated financial statements when it is at least reasonably possible that a material loss or an additional material loss in excess of amounts already accrued may be incurred. For all litigation matters, the accruals were immaterial as of June 30, 2023 and December 31, 2022.

Other Commitments

As of June 30, 2023, the Company has committed to purchase from seed producers and growers at dates throughout 2023 and 2024 at fixed prices aggregating to $55,954 based on commodity futures or market prices, other payments to growers, and estimated yields per acre, of which $37,964 are due within one year. In addition to the obligations for which the price is fixed or determinable, the Company has committed to purchase from seed producers and growers 576 bushels throughout 2023 and 2024 for which the pricing is currently variable. These amounts are not recorded in the condensed consolidated financial statements because the Company has not taken delivery of the grain or seed as of June 30, 2023 and due to the fact that the grain or seed are subject to specified quality standards prior to delivery.

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Segment Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Information

Segment InformationIn December 2022, the Company divested its Fresh segment and reclassified the related financial information to discontinued operations for all periods presented. As the Company divested its Fresh segment, the Company re-evaluated its operating and reportable segments and concluded that it operates under one operating segment and one reportable segment, Ingredients, as its chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. The Company’s current business delivers healthy food ingredients derived from soybean seeds, meal and oil and processed yellow peas. Although the CODM assesses performance and allocates resources on a consolidated basis, the Company has relevant product level revenue disaggregation. Specifically, the Company’s revenue can be disaggregated into the following product categories: Proprietary and Non-Proprietary. Proprietary revenue is defined as any sale of a proprietary bean, byproduct from crushing a proprietary bean, or a blend of proprietary byproducts with commodity grade byproducts. Non-Proprietary revenue is all other revenue

from non-Proprietary sources. Revenues and operating results for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues
Domestic	$	103,529	$	91,230	$	209,550	$	155,704
International	5,509		2,401		34,131		4,053
Total Revenues	$	109,038	$	93,631	$	243,681	$	159,757
Point in time	$	108,743	$	93,544	$	240,844	$	159,618
Over time	295		87		2,837		139
Total Revenues	$	109,038	$	93,631	$	243,681	$	159,757
Proprietary	$	18,601	$	12,172	$	43,924	$	26,262
Non-Proprietary	90,437		81,459		199,757		133,495
Total Revenues	$	109,038	$	93,631	$	243,681	$	159,757

The CODM uses Adjusted EBITDA to review and assess the operating performance of the Company. The Company defines Adjusted EBITDA as net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, changes in fair value of warrants and conversion option, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items. Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss from continuing operations	$	(49,115)	$	(25,098)	$	(53,960)	$	(42,522)
Interest expense, net	6,874		3,442		13,246		9,830
Income tax expense (benefit)	(138)		56		(123)		17
Depreciation and amortization	5,333		5,048		10,596		9,940
Stock-based compensation	(4,073)		5,676		(1,259)		11,359
Changes in fair value of warrants and conversion option	3,036		(5,899)		(18,660)		(37,640)
Impairment of goodwill	19,226		—		19,226		—
Severance	1,126		124		1,238		289
Other	1,642		2,649		2,874		3,584
Total Adjusted EBITDA	$	(16,089)	$	(14,002)	$	(26,822)	$	(45,143)

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net loss attributable to common stockholders	$ (56,841)	$ (27,554)	$ (59,895)	$ (44,130)

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and SEC regulations.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

Use of EstimatesThe preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liabilities.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid investments with maturities of 90 days or less at the acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if the Company expects that the cash will remain restricted for a period greater than one year. Current restricted cash is included in the prepaid expenses and other current assets on the condensed consolidated balance sheets.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit.

Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired.

As of June 30, 2023, the Company identified an indicator of impairment and determined it was no longer more likely than not that the fair value of the Company’s sole reporting unit was in excess of the carrying value. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and the Company recorded an impairment of the carrying value of goodwill of $19,226, which represented the entire goodwill balance prior to the impairment charge. The goodwill impairment charge had an immaterial impact on the provision for income taxes.

The Company performed an interim impairment analysis for the Ingredients reporting unit using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. The Company’s estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing its proprietary products and pursue other strategic investments in the industry.

For the quarter ended June 30, 2023, the Company determined there was no impairment of its intangible assets.

Recently Issued Accounting Guidance Not Yet Effective

Recently Issued Accounting Guidance Not Yet Effective

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In December 2022, the FASB issued ASU 2022-06 and deferred the sunset date of the Reference Rate Reform (Topic 848) from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company has a floating rate revolving credit facility, a term loan and an equipment loan due in 2024 and plans on phasing out LIBOR as a reference rate before December 31, 2024.

In August 2020, the FASB issued ASU 2020-06, Debt (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within those years, and early adoption is permitted. The Company is currently evaluating the impact ASU 2020-06 will have on its condensed consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $3,652 of cash and cash equivalents reported within current assets of discontinued operations as of June 30, 2023 to the amount shown in the condensed consolidated statements of cash flows. There was no restricted cash as of June 30, 2022.

	June 30, 2023
Cash and cash equivalents	$	17,534
Restricted cash, current	19,840
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	37,374

Schedule of Restrictions on Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $3,652 of cash and cash equivalents reported within current assets of discontinued operations as of June 30, 2023 to the amount shown in the condensed consolidated statements of cash flows. There was no restricted cash as of June 30, 2022.

	June 30, 2023
Cash and cash equivalents	$	17,534
Restricted cash, current	19,840
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	37,374

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations

The carrying amounts of the assets and liabilities of the discontinued operations were as follows:

	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	3,652	$	356
Accounts receivable, net	254		9,808
Inventories, net	—		11,633
Prepaid expenses and other current assets	320		1,710
Total assets from discontinued operations	$	4,226	$	23,507
Liabilities
Current liabilities:
Accounts payable	$	2,083	$	9,743
Current lease liability	—		1,890
Current maturities of long-term debt	—		3,194
Accrued expenses and other liabilities	1,948		1,614
Total liabilities from discontinued operations	$	4,031	$	16,441

The operating results of the discontinued operations, net of tax, were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues	$	9,902	$	17,116	$	32,237	$	43,435
Cost of sales	15,398		17,282		34,131		39,888
Gross profit	(5,496)		(166)		(1,894)		3,547
Operating expenses:
Research and development	—		11		—		22
Selling, general and administrative expenses	1,883		2,213		3,337		5,082
Total operating expenses	1,883		2,224		3,337		5,104
Interest expense	7		82		14		82
Other expense (income), net	340		(16)		690		(31)
Net loss from discontinued operations, before income taxes	(7,726)		(2,456)		(5,935)		(1,608)
Net loss from discontinued operations, net of income taxes	$	(7,726)	$	(2,456)	$	(5,935)	$	(1,608)

Depreciation, amortization and significant operating and investing items in the condensed consolidated statements of cash flows for the discontinued operations are as follows:

	Six Months Ended June 30,
	2023		2022
Operating activities
Depreciation and amortization	$	—	$	1,002
Bad debt expense	53		—
Net loss on divestiture	172		—
Investing activities
Payments for acquisitions of property and equipment	—		(3,129)
Net proceeds from divestiture	1,928		—

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value

The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy:

	June 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	20,259	$	—	$	—	$	20,259
Corporate bonds	$	—	$	45,934	$	—	$	45,934
Preferred stock	—		14,321		—		14,321
Marketable securities	$	20,259	$	60,255	$	—	$	80,514
Liabilities
Warrant liabilities	$	3,409	$	—	$	8,323	$	11,732
Conversion option liabilities	—		—		1,983		1,983
Total liabilities	$	3,409	$	—	$	10,306	$	13,715

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	1,059	$	—	$	—	$	1,059
Corporate bonds	—		116,616		—		116,616
Preferred stock	—		14,446		—		14,446
Marketable securities	$	1,059	$	131,062	$	—	$	132,121
Liabilities
Warrant liabilities	$	5,469	$	—	$	18,816	$	24,285
Conversion option liabilities	—		—		8,091		8,091
Total liabilities	$	5,469	$	—	$	26,907	$	32,376

Schedule of Significant Inputs to Valuation of Level 3 Warrant and Conversion Liabilities

The significant inputs to the valuation of Level 3 warrants and conversion option liabilities as of June 30, 2023 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	2.27		$	2.47
Stock Price	$	1.30		$	1.30		$	1.30		$	1.30
Volatility	96.1		%	105.0		%	97.5		%	74.9		%
Remaining term in years	3.74			3.25			3.50			1.50
Risk-free rate	4.4		%	4.5		%	4.4		%	5.1		%
Dividend yield	—		%	—		%	—		%	—		%

The significant inputs to the valuation of Level 3 warrants and conversion option liabilities as of December 31, 2022 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	2.47		$	2.47
Stock Price	$	2.55		$	2.55		$	2.55		$	2.55
Volatility	90.4		%	84.0		%	89.0		%	64.7		%
Remaining term in years	4.24			3.75			4.00			2.00
Risk-free rate	4.0		%	4.1		%	4.1		%	4.4		%
Dividend yield	—		%	—		%	—		%	—		%

Schedule of Changes in Warrant and Conversion Option Liabilities

The following table summarizes the changes in the warrants and conversion option liabilities categorized as Level 3 for the three and six months ended June 30, 2023 and 2022:

	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Balance, beginning of period	$	8,471	$	26,907
Changes in estimated fair value	1,835		(16,601)
Ending balance, June 30, 2023	$	10,306	$	10,306

	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Balance, beginning of period	$	45,169	$	42,457
Changes in estimated fair value	(6,101)		(29,993)
Issuance of PIPE Investment warrants	—		26,604
Ending balance, June 30, 2022	$	39,068	$	39,068

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Investments in Available-for-Sale Securities (Tables)

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule of Securities Classified as Available-for-Sale

Marketable securities classified as available-for-sale securities are summarized below:

	June 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	20,939	$	—	$	(27)	$	20,912
Corporate bonds	47,818		1		(2,408)		45,411
Preferred stock	15,144		18		(971)		14,191
Total Investments	$	83,901	$	19	$	(3,406)	$	80,514

	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	1,059	$	—	$	—	$	1,059
Corporate bonds	122,257		—		(5,641)		116,616
Preferred stock	15,454		—		(1,008)		14,446
Total Investments	$	138,770	$	—	$	(6,649)	$	132,121

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Derivatives (Tables)

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Contracts

The Company’s derivative contracts were as follows:

	June 30, 2023				December 31, 2022
	Asset Derivative		Liability Derivative		Asset Derivative		Liability Derivative
Soybeans	$	1,451	$	2,612	$	1,112	$	1,925
Soybean oil	1,104		2,318		533		73
Soybean meal	1,429		—		400		2,414
Effect of daily cash settlement	(3,984)		(4,930)		(2,045)		(4,412)
Net derivatives as classified in the balance sheet	$	—	$	—	$	—	$	—

Schedule of Pre-tax Gains and Losses

The tables below show the amounts of pre-tax gains and losses related to the Company’s derivatives:

	Three Months Ended June 30, 2023						Three Months Ended June 30, 2022
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	(1,410)	$	479	$	(931)	$	(1,278)	$	1,605	$	327
Soybean oil	2,093		(1,674)		419		(2,447)		1,672		(775)
Soybean meal	3,259		18		3,277		(299)		1,602		1,303
Total	$	3,942	$	(1,177)	$	2,765	$	(4,024)	$	4,879	$	855

	Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	(1,247)	$	(348)	$	(1,595)	$	(6,231)	$	1,211	$	(5,020)
Soybean oil	2,500		(1,675)		825		(7,405)		207		(7,198)
Soybean meal	(74)		3,444		3,370		(245)		772		527
Total	$	1,179	$	1,421	$	2,600	$	(13,881)	$	2,190	$	(11,691)

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Inventories, Net (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

Inventories, net consist of the following:

	June 30, 2023		December 31, 2022
Raw materials and supplies	$	21,510	$	37,483
Work-in-process	7,230		4,977
Finished goods	13,930		19,650
Total inventories	$	42,670	$	62,110

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Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt

	June 30, 2023		December 31, 2022
DDB Term loan, due April 2025	$	6,825	$	7,393
DDB Equipment loan, due July 2024	875		1,225
Convertible Notes Payable, due January 2025	112,700		110,700
Equipment Financing, due March 2025	681		873
Notes payable, varying maturities through June 2026	71		81
Less: unamortized debt discount and debt issuance costs	(13,721)		(14,039)
	107,431		106,233
Less: current maturities of long-term debt	(2,246)		(2,242)
Long-term debt	$	105,185	$	103,991

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Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	June 30, 2023		December 31, 2022
Payroll and employee benefits	$	7,156	$	12,306
Insurance premiums	951		4,687
Professional services	1,034		2,842
Research and development	537		924
Inventory	393		530
Interest	129		167
Contract liability	8,305		9,965
Other	3,719		2,014
	$	22,224	$	33,435

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Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income

The following table shows changes in accumulated other comprehensive income (“AOCI”) by component for the three and six months ended June 30, 2023 and 2022:

	Cumulative Foreign Currency Translation		Unrealized Gains/(Losses) on Marketable Securities		Total
Balance as of March 31, 2023	$	(385)	$	(5,854)	$	(6,239)
Other comprehensive income before reclassifications	—		4,662		4,662
Amounts reclassified from AOCI	—		(1,994)		(1,994)
Other comprehensive income	—		2,668		2,668
Balance at June 30, 2023	$	(385)	$	(3,186)	$	(3,571)
Balance at December 31, 2022	$	(385)	$	(6,710)	$	(7,095)
Other comprehensive income before reclassifications	—		6,568		6,568
Amounts reclassified from AOCI	—		(3,044)		(3,044)
Other comprehensive income	—		3,524		3,524
Balance at June 30, 2023	$	(385)	$	(3,186)	$	(3,571)
Balance as of March 31, 2022	$	(441)	$	(3,286)	$	(3,727)
Other comprehensive income (loss) before reclassifications	20		(4,393)		(4,373)
Amounts reclassified from AOCI	—		1,022		1,022
Other comprehensive income (loss)	20		(3,371)		(3,351)
Balance at June 30, 2022	$	(421)	$	(6,657)	$	(7,078)
Balance at December 31, 2021	$	(376)	$	(727)	$	(1,103)
Other comprehensive loss before reclassifications	(45)		(8,159)		(8,204)
Amounts reclassified from AOCI	—		2,229		2,229
Other comprehensive loss	(45)		(5,930)		(5,975)
Balance at June 30, 2022	$	(421)	$	(6,657)	$	(7,078)

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Loss Per Common Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Anti-dilutive Common Share Equivalents

The weighted average share impact of warrants, stock options and restricted stock units that were excluded from the calculation of diluted shares outstanding due to the Company incurring a net loss for the three and six months ended June 30, 2023 and 2022 were as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Anti-dilutive common share equivalents:
Warrants	—	—	—	83
Stock options	674	3,813	1,149	4,266
Restricted stock units	9,001	5,285	7,970	4,102
Total anti-dilutive common share equivalents	9,675	9,098	9,119	8,451

Schedule of Reconciliation of Basic and Diluted Loss per Common Share

The following table sets forth the computation for basic and diluted net loss from continuing operations per common share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net loss from continuing operations	$	(49,115)	$	(25,098)	$	(53,960)	$	(42,522)
Denominator:
Weighted average common shares outstanding, basic and diluted	187,725		185,530		187,421		173,189
Net loss from continuing operations per common share, basic and diluted	$	(0.26)	$	(0.14)	$	(0.29)	$	(0.24)

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Information

Revenues and operating results for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues
Domestic	$	103,529	$	91,230	$	209,550	$	155,704
International	5,509		2,401		34,131		4,053
Total Revenues	$	109,038	$	93,631	$	243,681	$	159,757
Point in time	$	108,743	$	93,544	$	240,844	$	159,618
Over time	295		87		2,837		139
Total Revenues	$	109,038	$	93,631	$	243,681	$	159,757
Proprietary	$	18,601	$	12,172	$	43,924	$	26,262
Non-Proprietary	90,437		81,459		199,757		133,495
Total Revenues	$	109,038	$	93,631	$	243,681	$	159,757

The CODM uses Adjusted EBITDA to review and assess the operating performance of the Company. The Company defines Adjusted EBITDA as net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, changes in fair value of warrants and conversion option, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items. Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss from continuing operations	$	(49,115)	$	(25,098)	$	(53,960)	$	(42,522)
Interest expense, net	6,874		3,442		13,246		9,830
Income tax expense (benefit)	(138)		56		(123)		17
Depreciation and amortization	5,333		5,048		10,596		9,940
Stock-based compensation	(4,073)		5,676		(1,259)		11,359
Changes in fair value of warrants and conversion option	3,036		(5,899)		(18,660)		(37,640)
Impairment of goodwill	19,226		—		19,226		—
Severance	1,126		124		1,238		289
Other	1,642		2,649		2,874		3,584
Total Adjusted EBITDA	$	(16,089)	$	(14,002)	$	(26,822)	$	(45,143)

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Description of Business (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 29, 2022
Debt Instrument [Line Items]
Net loss from continuing operations	$ 49,115,000		$ 25,098,000	$ 53,960,000	$ 42,522,000
Net cash used in operating activities				44,281,000	58,732,000
Capital expenditures				6,956,000	$ 5,637,000
Cash and marketable securities	94,396,000			94,396,000
Restricted cash, current	19,840,000			19,840,000		$ 17,912,000
Accumulated deficit	468,369,000			468,369,000		408,474,000
Term debt and notes payable	107,431,000			107,431,000		$ 106,233,000
Interest only extension term		6 months
Severance charges	1,126,000			1,238,000
Achievement of certain milestones
Debt Instrument [Line Items]
Refinanced facility of up to				100,000,000
Term Debt and Notes Payable
Debt Instrument [Line Items]
Term debt and notes payable	$ 107,431,000			$ 107,431,000
Stock Sale | J&J Produce, Inc.
Debt Instrument [Line Items]
Cash consideration							$ 3,000,000
Purchase price							$ 18,000,000

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Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Restricted Cash		$ 0		$ 0
Cash and cash equivalents	$ 17,534,000		$ 17,534,000
Restricted cash, current	19,840,000		19,840,000		$ 17,912,000
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	37,374,000		37,374,000
Impairment of goodwill	19,226,000	$ 0	19,226,000	$ 0
Decrease to stock-based compensation expense	6,200,000		6,200,000
Stock Sale | J&J Produce, Inc.
Cash and cash equivalents	$ 3,652,000		$ 3,652,000		$ 356,000

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Business Combinations (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Dec. 30, 2021	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Payments to acquire business			$ 0	$ 1,034
ZFS Creston, LLC
Business Acquisition [Line Items]
Payments to acquire business	$ 103,099
Working capital adjustment payment		$ 1,034

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Discontinued Operations - Narrative (Details) - Stock Sale - J&J Produce, Inc. - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 29, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash consideration						$ 3,000,000
Purchase price						$ 18,000,000
Fair value of debt					$ 3,305,000
Capitalized interest costs	$ 0	$ 383,000	$ 0	$ 780,000

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Discontinued Operations - Schedule of Carrying Amounts of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Total assets from discontinued operations	$ 4,226	$ 23,507
Current liabilities:
Total liabilities from discontinued operations	4,031	16,441
Stock Sale | J&J Produce, Inc.
Current assets:
Cash and cash equivalents	3,652	356
Accounts receivable, net	254	9,808
Inventories, net	0	11,633
Prepaid expenses and other current assets	320	1,710
Total assets from discontinued operations	4,226	23,507
Current liabilities:
Accounts payable	2,083	9,743
Current lease liability	0	1,890
Current maturities of long-term debt	0	3,194
Accrued expenses and other liabilities	1,948	1,614
Total liabilities from discontinued operations	$ 4,031	$ 16,441

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Discontinued Operations - Operating Results of the Discontinued Operations (Details) - J&J Produce, Inc. - Stock Sale - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	$ 9,902	$ 17,116	$ 32,237	$ 43,435
Cost of sales	15,398	17,282	34,131	39,888
Gross profit	(5,496)	(166)	(1,894)	3,547
Operating expenses:
Research and development	0	11	0	22
Selling, general and administrative expenses	1,883	2,213	3,337	5,082
Total operating expenses	1,883	2,224	3,337	5,104
Interest expense	7	82	14	82
Other expense (income), net	340	(16)	690	(31)
Net loss from discontinued operations, before income taxes	(7,726)	(2,456)	(5,935)	(1,608)
Net loss from discontinued operations, net of income taxes	$ (7,726)	$ (2,456)	$ (5,935)	$ (1,608)

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Discontinued Operations - Consolidated Statement of Cash Flows for the Discontinued Operations (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Investing activities
Net proceeds from divestiture	$ 1,928	$ 0
Stock Sale | J&J Produce, Inc.
Operating activities
Depreciation and amortization	0	1,002
Bad debt expense	53	0
Net loss on divestiture	172	0
Investing activities
Payments for acquisitions of property and equipment	0	(3,129)
Net proceeds from divestiture	$ 1,928	$ 0

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Fair Value Measurements - Narratives (Details) $ / shares in Units, $ in Thousands	1 Months Ended
	Mar. 31, 2023 day $ / shares	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash and cash equivalents		$ 13,882	$ 25,053
Restricted cash, current		19,840	17,912
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of long-term debt		$ 103,712	$ 103,814
Convertible Loan and Security Agreement | First period | Convertible Notes Payable
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Conversion stock price (in usd per share) | $ / shares	$ 2.47
Convertible Loan and Security Agreement | Second period | Convertible Notes Payable
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Common stock trading day | day	5

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Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Liabilities
Conversion option liabilities	$ 1,983	$ 8,091
Corporate bonds
Assets
Debt securities	45,411	116,616
Preferred stock
Assets
Preferred stock	14,191	14,446
Recurring
Assets
Marketable securities	80,514	132,121
Liabilities
Total liabilities	13,715	32,376
Recurring | U.S. treasury securities
Assets
Debt securities	20,259	1,059
Recurring | Corporate bonds
Assets
Debt securities	45,934	116,616
Recurring | Preferred stock
Assets
Preferred stock	14,321	14,446
Recurring | Warrant liabilities
Liabilities
Warrant liabilities	11,732	24,285
Recurring | Conversion option liabilities
Liabilities
Conversion option liabilities	1,983	8,091
Recurring | Level 1
Assets
Marketable securities	20,259	1,059
Liabilities
Total liabilities	3,409	5,469
Recurring | Level 1 | U.S. treasury securities
Assets
Debt securities	20,259	1,059
Recurring | Level 1 | Corporate bonds
Assets
Debt securities	0	0
Recurring | Level 1 | Preferred stock
Assets
Preferred stock	0	0
Recurring | Level 1 | Warrant liabilities
Liabilities
Warrant liabilities	3,409	5,469
Recurring | Level 1 | Conversion option liabilities
Liabilities
Conversion option liabilities	0	0
Recurring | Level 2
Assets
Marketable securities	60,255	131,062
Liabilities
Total liabilities	0	0
Recurring | Level 2 | U.S. treasury securities
Assets
Debt securities	0	0
Recurring | Level 2 | Corporate bonds
Assets
Debt securities	45,934	116,616
Recurring | Level 2 | Preferred stock
Assets
Preferred stock	14,321	14,446
Recurring | Level 2 | Warrant liabilities
Liabilities
Warrant liabilities	0	0
Recurring | Level 2 | Conversion option liabilities
Liabilities
Conversion option liabilities	0	0
Recurring | Level 3
Assets
Marketable securities	0	0
Liabilities
Total liabilities	10,306	26,907
Recurring | Level 3 | U.S. treasury securities
Assets
Debt securities	0	0
Recurring | Level 3 | Corporate bonds
Assets
Debt securities	0	0
Recurring | Level 3 | Preferred stock
Assets
Preferred stock	0	0
Recurring | Level 3 | Warrant liabilities
Liabilities
Warrant liabilities	8,323	18,816
Recurring | Level 3 | Conversion option liabilities
Liabilities
Conversion option liabilities	$ 1,983	$ 8,091

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Fair Value Measurements - Schedule of Significant Inputs to Valuation of Level 3 Warrant and Conversion Liabilities (Details) - Level 3	Jun. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Exercise Price | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	2.27	2.47
Exercise Price | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability measurement input	2.47	2.47
Exercise Price | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	3.90	3.90
Exercise Price | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	11.50	11.50
Stock Price | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	1.30	2.55
Stock Price | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability measurement input	1.30	2.55
Stock Price | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	1.30	2.55
Stock Price | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	1.30	2.55
Volatility | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.975	0.890
Volatility | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability measurement input	0.749	0.647
Volatility | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.961	0.904
Volatility | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	1.050	0.840
Remaining term in years | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	3 years 6 months	4 years
Remaining term in years | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability term	1 year 6 months	2 years
Remaining term in years | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	3 years 8 months 26 days	4 years 2 months 26 days
Remaining term in years | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	3 years 3 months	3 years 9 months
Risk-free rate | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.044	0.041
Risk-free rate | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability measurement input	0.051	0.044
Risk-free rate | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.044	0.040
Risk-free rate | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.045	0.041
Dividend yield | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0	0
Dividend yield | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability measurement input	0	0
Dividend yield | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0	0
Dividend yield | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0	0

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Fair Value Measurements - Unobservable Input Reconciliation (Details) - Warrant Liabilities - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 8,471	$ 45,169	$ 26,907	$ 42,457
Changes in estimated fair value	1,835	(6,101)	(16,601)	(29,993)
Issuance of PIPE Investment warrants		0		26,604
Ending balance	$ 10,306	$ 39,068	$ 10,306	$ 39,068

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Investments in Available-for-Sale Securities - Schedule of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Preferred stock
Total Investments, Amortized Cost	$ 83,901	$ 138,770
Total Investments, Gross Unrealized Gains	19	0
Total Investments, Gross Unrealized Losses	(3,406)	(6,649)
Total Investments, Fair Value	80,514	132,121
U.S. treasury securities
Debt Securities
Amortized Cost	20,939	1,059
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(27)	0
Fair Value	20,912	1,059
Corporate bonds
Debt Securities
Amortized Cost	47,818	122,257
Gross Unrealized Gains	1	0
Gross Unrealized Losses	(2,408)	(5,641)
Fair Value	45,411	116,616
Preferred stock
Preferred stock
Amortized Cost	15,144	15,454
Gross Unrealized Gains	18	0
Gross Unrealized Losses	(971)	(1,008)
Fair Value	$ 14,191	$ 14,446

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Investments in Available-for-Sale Securities - Narratives (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Fair value of investments with unrealized losses, less than a year	$ 36,318	$ 66,296
Fair value of investments with unrealized losses, more than a year	36,679	$ 64,723
Marketable securities with maturity one year	50,353
Marketable securities maturity one to five years	$ 30,161

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Derivatives - Narratives (Details) lb in Thousands, bu in Thousands, T in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) bu	Jun. 30, 2023 USD ($) lb	Jun. 30, 2023 USD ($) T	Dec. 31, 2022 USD ($)
Price Risk Derivatives [Line Items]
Fair value, cash-settled on a daily basis | $	$ 0	$ 0	$ 0
Current asset representing excess cash collateral posted to a margin account | $	$ 757,000	$ 757,000	$ 757,000	$ 2,714,000
Soybeans
Price Risk Derivatives [Line Items]
Financial futures	6,360
Aggregate notional amount		637	91
Soybean contract, settling in current year
Price Risk Derivatives [Line Items]
Financial futures	5,305
Soybean contract, settling next year
Price Risk Derivatives [Line Items]
Financial futures	1,055

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Derivatives - Derivative Contracts (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Asset Derivative
Effect of daily cash settlement	$ (3,984)	$ (2,045)
Net derivatives as classified in the balance sheet	0	0
Liability Derivative
Effect of daily cash settlement	(4,930)	(4,412)
Net derivatives as classified in the balance sheet	0	0
Soybeans
Asset Derivative
Soybeans	1,451	1,112
Liability Derivative
Soybeans	2,612	1,925
Soybean oil
Asset Derivative
Soybeans	1,104	533
Liability Derivative
Soybeans	2,318	73
Soybean meal
Asset Derivative
Soybeans	1,429	400
Liability Derivative
Soybeans	$ 0	$ 2,414

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Derivatives - Pre-tax Gains and Losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivative [Line Items]
Gain (loss) realized on derivatives	$ 3,942	$ (4,024)	$ 1,179	$ (13,881)
Unrealized gain (loss) on derivatives	(1,177)	4,879	1,421	2,190
Total gain (loss) recognized in income	2,765	855	2,600	(11,691)
Soybeans
Derivative [Line Items]
Gain (loss) realized on derivatives	(1,410)	(1,278)	(1,247)	(6,231)
Unrealized gain (loss) on derivatives	479	1,605	(348)	1,211
Total gain (loss) recognized in income	(931)	327	(1,595)	(5,020)
Soybean oil
Derivative [Line Items]
Gain (loss) realized on derivatives	2,093	(2,447)	2,500	(7,405)
Unrealized gain (loss) on derivatives	(1,674)	1,672	(1,675)	207
Total gain (loss) recognized in income	419	(775)	825	(7,198)
Soybean meal
Derivative [Line Items]
Gain (loss) realized on derivatives	3,259	(299)	(74)	(245)
Unrealized gain (loss) on derivatives	18	1,602	3,444	772
Total gain (loss) recognized in income	$ 3,277	$ 1,303	$ 3,370	$ 527

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Inventories, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 21,510	$ 37,483
Work-in-process	7,230	4,977
Finished goods	13,930	19,650
Total inventories	$ 42,670	$ 62,110

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Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Less: unamortized debt discount and debt issuance costs	$ (13,721)	$ (14,039)
Long-term debt, less current portion	107,431	106,233
Long-term debt, current portion	(2,246)	(2,242)
Long-term debt	105,185	103,991
Long-Term Debt
Debt Instrument [Line Items]
Long-term debt, current portion	(2,246)	(2,242)
Secured Debt | Equipment Financing, due March 2025
Debt Instrument [Line Items]
Long-term debt, less current portion	681	873
Convertible Notes Payable | Convertible Notes Payable, due January 2025
Debt Instrument [Line Items]
Long-term debt, less current portion	112,700	110,700
Notes Payable | Notes payable, varying maturities through June 2026
Debt Instrument [Line Items]
Long-term debt, less current portion	71	81
Credit Agreement | Secured Debt | DDB Term loan, due April 2025
Debt Instrument [Line Items]
Long-term debt, less current portion	6,825	7,393
Credit Agreement | Secured Debt | DDB Equipment loan, due July 2024
Debt Instrument [Line Items]
Long-term debt, less current portion	$ 875	$ 1,225

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Debt - Narratives (Details)					1 Months Ended			3 Months Ended		6 Months Ended
	Feb. 28, 2023	Oct. 31, 2022	Sep. 30, 2022	Apr. 30, 2019 USD ($)	Mar. 31, 2023	Nov. 30, 2022	Dec. 31, 2021 USD ($) day	Mar. 31, 2023	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Interest only extension term								6 months
Borrowing under revolving line of credit										$ 0	$ 12,491,000
Notes Payable
Debt Instrument [Line Items]
Equity financing liability amount									$ 1,160,000
Proceeds recorded as financing liability									$ 33,000
Financing arrangement term									36 months
Convertible Loan and Security Agreement | Convertible Notes Payable
Debt Instrument [Line Items]
Available borrowing							$ 100,000,000
Remaining balance												$ 12,700,000
Available borrowing							$ 80,000,000
Interest only extension term		12 months			6 months	24 months
Milestone achievement extension						6 months	36 months
Borrowing under revolving line of credit							$ 80,000,000
Minimum liquidity covenant requirement		6 months				4 months
Designated interest rate						0.25%
Final balloon payment					2.00%
Debt redemption maximum							$ 20,000,000
Consecutive trading days | day							7
Trading volume conversion maximum							20.00%
Consecutive trading days | day							22
Shares outstanding conversion maximum							2.50%
Conversion option										8,783,000
Minimum liquidity, equal to or greater than							4 months
Convertible Loan and Security Agreement | Convertible Notes Payable | Second period
Debt Instrument [Line Items]
Interest only extension term							12 months
Stated rate							5.75%
Convertible Loan and Security Agreement | Convertible Notes Payable | Third period
Debt Instrument [Line Items]
Interest only extension term							24 months
Convertible Loan and Security Agreement | Convertible Notes Payable | Minimum
Debt Instrument [Line Items]
Interest only extension term			12 months
Prepayment fee							1.00%
conversion term							6 months
Convertible Loan and Security Agreement | Convertible Notes Payable | Maximum
Debt Instrument [Line Items]
Interest only extension term			24 months
Prepayment fee							6.00%
conversion term							42 months
Convertible Loan and Security Agreement | Convertible Notes Payable | Prime Rate
Debt Instrument [Line Items]
Variable rate	5.75%				7.75%		3.25%
Second tranche | Convertible Notes Payable
Debt Instrument [Line Items]
Available borrowing											$ 20,000,000
Credit Agreement | Secured Debt
Debt Instrument [Line Items]
Maximum amount guaranteed										7,000,000
Credit Agreement | DDB Term loan, due April 2025 | Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount				$ 14,000,000
Debt term				5 years
Equal quarterly installments										284,000
Remaining balance										4,834,000
Credit Agreement | DDB Equipment loan, due July 2024 | Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount				$ 3,500,000
Debt term				5 years
Equal quarterly installments										$ 175,000
Credit Agreement | DDB Revolver | Revolver
Debt Instrument [Line Items]
Available borrowing				$ 6,000,000
Credit Agreement | DDB Revolver | Revolver | Prime Rate
Debt Instrument [Line Items]
Variable rate										0.25%
Credit Agreement | DDB Term Loan and DDB Equipment Loan | Secured Debt | Prime Rate
Debt Instrument [Line Items]
Variable rate										0.75%

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Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Payroll and employee benefits	$ 7,156	$ 12,306
Insurance premiums	951	4,687
Professional services	1,034	2,842
Research and development	537	924
Inventory	393	530
Interest	129	167
Contract liability	8,305	9,965
Other	3,719	2,014
Total	$ 22,224	$ 33,435

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Income Taxes (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	0.00%	0.00%	0.00%	0.00%

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Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 194,639	$ 293,494	$ 193,902	$ 251,447
Other comprehensive income (loss) before reclassifications	4,662	(4,373)	6,568	(8,204)
Amounts reclassified from AOCI	(1,994)	1,022	(3,044)	2,229
Total other comprehensive income (loss)	2,668	(3,351)	3,524	(5,975)
Ending balance	136,603	268,980	136,603	268,980
Cumulative Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(385)	(441)	(385)	(376)
Other comprehensive income (loss) before reclassifications	0	20	0	(45)
Amounts reclassified from AOCI	0	0	0	0
Total other comprehensive income (loss)	0	20	0	(45)
Ending balance	(385)	(421)	(385)	(421)
Unrealized Gains/(Losses) on Marketable Securities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(5,854)	(3,286)	(6,710)	(727)
Other comprehensive income (loss) before reclassifications	4,662	(4,393)	6,568	(8,159)
Amounts reclassified from AOCI	(1,994)	1,022	(3,044)	2,229
Total other comprehensive income (loss)	2,668	(3,371)	3,524	(5,930)
Ending balance	(3,186)	(6,657)	(3,186)	(6,657)
AOCI Attributable to Parent
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(6,239)	(3,727)	(7,095)	(1,103)
Ending balance	$ (3,571)	$ (7,078)	$ (3,571)	$ (7,078)

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Loss Per Common Share - Anti-dilutive Common Share Equivalents (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	9,675	9,098	9,119	8,451
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	0	0	0	83
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	674	3,813	1,149	4,266
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	9,001	5,285	7,970	4,102

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Loss Per Common Share - Reconciliation of Basic and Diluted Loss per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss from continuing operations	$ (49,115)	$ (25,098)	$ (53,960)	$ (42,522)
Denominator:
Weighted average common shares outstanding, basic (in shares)	187,725	185,530	187,421	173,189
Weighted average common shares outstanding, diluted (in shares)	187,725	185,530	187,421	173,189
Net loss from continuing operations per common share, basic (in usd per share)	$ (0.26)	$ (0.14)	$ (0.29)	$ (0.24)
Net loss from continuing operations per common share, diluted (in usd per share)	$ (0.26)	$ (0.14)	$ (0.29)	$ (0.24)

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Commitments and Contingencies (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) bu
Commitments and Contingencies Disclosure [Abstract]
Inventory	$ 55,954
Purchase obligation 2022	$ 37,964
Purchase commitment (bushels) | bu	576,000

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Segment Information - Narratives (Details)	12 Months Ended
	Dec. 31, 2022 segment
Segment Reporting [Abstract]
Operating segments	1
Reportable segments	1

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Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 109,038	$ 93,631	$ 243,681	$ 159,757
Net loss from continuing operations	(49,115)	(25,098)	(53,960)	(42,522)
Income tax expense (benefit)	(138)	56	(123)	17
Depreciation and amortization			10,596	10,942
Changes in fair value of warrants and conversion option	3,036	(5,899)	(18,660)	(37,640)
Impairment of goodwill	19,226	0	19,226	0
Severance charges	1,126		1,238
Total Adjusted EBITDA	(16,089)	(14,002)	(26,822)	(45,143)
Corporate And Reconciling Items
Segment Reporting, Revenue Reconciling Item [Line Items]
Interest expense, net	6,874	3,442	13,246	9,830
Income tax expense (benefit)	(138)	56	(123)	17
Depreciation and amortization	5,333	5,048	10,596	9,940
Stock-based compensation	(4,073)	5,676	(1,259)	11,359
Changes in fair value of warrants and conversion option	3,036	(5,899)	(18,660)	(37,640)
Impairment of goodwill	19,226	0	19,226	0
Severance charges	1,126	124	1,238	289
Other	1,642	2,649	2,874	3,584
Proprietary Transactions
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	18,601	12,172	43,924	26,262
Non-Proprietary Transaction
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	90,437	81,459	199,757	133,495
Point in time
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	108,743	93,544	240,844	159,618
Over time
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	295	87	2,837	139
Domestic
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	103,529	91,230	209,550	155,704
International
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 5,509	$ 2,401	$ 34,131	$ 4,053