0001830210false00018302102022-11-082022-11-080001830210us-gaap:CommonClassAMember2022-11-082022-11-080001830210bhil:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockMember2022-11-082022-11-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):    November 8, 2022
BENSON HILL, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3983585-3374823
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
1001 North Warson Rd.
St. Louis, Missouri 63132
(Address of principal executive offices)
(314) 222-8218
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common stock, $0.0001 par valueBHILThe New York Stock Exchange
Warrants exercisable for one share of common stock at an exercise price of $11.50 BHIL WSThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



Item 2.02
Results of Operations and Financial Condition.

On November 10, 2022, Benson Hill, Inc. (the “Company”) issued a press release reporting the financial results of the Company for the quarter ended September 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. In conjunction with the press release, the Company has posted a supplemental information presentation to its website (bensonhill.com) and a copy of the presentation is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1 and the presentation attached hereto as Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release and presentation attached as Exhibits 99.1 and 99.2 hereto, the press release and presentation contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release and presentation, respectively, regarding these forward-looking statements.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 8, 2022 (the “Amendment Date”), the Company and its directly or indirectly wholly-owned subsidiaries Benson Hill Holdings, Inc., BHB Holdings, LLC, DDB Holdings, Inc., Dakota Dry Bean Inc., Benson Hill Ingredients, LLC, Benson Hill Seeds Holding, Inc., Benson Hill Seeds, Inc., Benson Hill Fresh, LLC, J&J Produce, Inc., J&J Southern Farms, Inc., and Trophy Transport, LLC (the Company and such subsidiaries are each individually referred to as a “Borrower” and are all collectively referred to as the “Borrowers”), entered into a Second Amendment to Loan Documents (the “Second Amendment”) with Avenue Capital Management II, L.P., as administrative agent and collateral agent (the “Agent”); and Avenue Venture Opportunities Fund, L.P., Avenue Venture Opportunities Fund II, L.P., Avenue Sustainable Solutions Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P., and Avenue Global Opportunities Master Fund LP (each individually referred to as a “Lender” and all collectively as the “Lenders”). The Second Amendment amends the Loan and Security Agreement among the Borrowers, the Lenders, and the Agent entered into December 29, 2021 (as amended, restated, or supplemented from time to time, the “Loan Agreement”), which was previously filed as Exhibit  10.1 to the Current Report on Form 8-K filed on January 4, 2022, as previously amended pursuant to the Joinder and First Amendment to Loan Documents previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 7, 2022.

Pursuant to the Second Amendment:

•The definition of “Outstanding Shares” is changed to mean the shares of the Company’s capital stock which have been issued and are outstanding within the meaning of the Delaware General Corporation Law, as reflected on the cover of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, which is then adjusted if any shares have since been cancelled or issued.



•The definition of Market Cap Threshold 1 is changed to mean that the Company has maintained an Average Public Market Capitalization of at least $550,000,000 (instead of $650,000,000).

•The Agent confirmed achievement of Milestone 2, which requires achievement of: (i)  at least 85% of projected consolidated revenue for the nine months ending September 30, 2022; (ii) Gross Margin for the nine months ending September 30, 2022, greater than -1.50%; and (iii) Market Cap Threshold 1 during the trailing 30 days prior to September 30, 2022. Consequently, (x) the Interest-only Period is extended for an additional 12 months, such that the Interest-only Period as extended continues through December 29, 2023, and (y) the Maturity Date is extended for an additional six months, such that the Maturity Date as extended is June 29, 2025.

•The “Designated Rate” is increased by 25 basis points such that the “Designated Rate” is a variable rate of interest per annum equal to the sum of (i) the greater of (A) the Prime Rate and (B) 3.25%, plus (ii) 6.00%.

•The RML (“remaining months’ liquidity”) requirement is reduced from six months to four months, from the Amendment Date through March 31, 2023 (the “RML Relief”). During the “RML Relief Election Period” from April 1, 2023 through April 30, 2024 the Company may, at its option, terminate the RML requirement reduction and reinstate the RML requirement to six months. The Final Payment will increase by either 10 basis points or 20 basis points per month of the RML Relief Election Period that the Company does not terminate the RML Relief, depending upon whether the Company’s Average Public Market Capitalization over the prior 30 Trading Days is at least Market Cap Threshold 1 and whether the Borrowers’ unrestricted cash balance is at least $100,000,000.

•The Agent agreed to consent to and approve the Borrowers’ disposition of its Benson Hill Fresh business, if the Borrowers elect to consummate any such sale, subject to the Agent’s satisfactory review of final documentation of such a sale, and so long as (i) a binding purchase agreement is executed on or before February 14, 2023, and closes no later than July 31, 2023, and (ii) the sale generates non-escrowed cash closing proceeds, that are not otherwise subject to any contingencies, of at least a specified minimum amount (the “Minimum Sale Proceeds”) that are received on or before July 31, 2023. The cash closing proceeds from any such sale must be held in a restricted, blocked account in favor of the Agent until a date that is at least 60 days next following the date of the closing of the Benson Hill Fresh sale, and at which time the cash closing proceeds will be released to the Borrowers so long as: (i) the RML Relief has terminated or expired, and (ii) the Company’s Average Public Market Capitalization over the 30 Trading Days prior to the release date is at least Market Cap Threshold 1.

•The definition of Revolving Indebtedness was changed to mean Indebtedness in favor of other lenders, subject to a formula-based, borrowing base calculation comprised of cash, accounts receivable and inventory, not including the BHO Indebtedness, not to exceed the aggregate principal amount of (i) $20,000,000 up to and including June 30, 2023, if (x) approved by the Agent, (y) the Company’s Average Public Market Capitalization over the prior 30 Trading Days is at least Market Cap Threshold 1 when measured by the date of a Borrower’s entry into the Revolving Indebtedness, and (z) Borrowers have elected to terminate the RML Relief; and (ii) $40,000,000 on or after July 1, 2023, if (x) approved by the Agent, (y) the Company’s Average Public Market Capitalization over the 30 preceding Trading Days is at least $600,000,000 when measured by the date of a


Borrower’s entry into the added Revolving Indebtedness, and (z) the Borrowers have elected to terminate the RML Relief.

•The Agent earned a $1,500,000 Amendment Fee, $500,000 of which has been paid and $1,000,000 of which is payable on or before December 15, 2022.

The other material terms of the Loan Agreement remain effective as described in the Company’s Current Reports on Form 8-K filed on January 4, 2022 and July 7, 2022. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Loan Agreement, which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 4, 2022; the Joinder and First Amendment to Loan Documents, which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 7, 2022; and the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
10.1†*
99.1*
99.2*
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________________
†    Certain of the exhibits and schedules of this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and Item 601(a)(6). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
*    Filed herewith.


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 hereunto duly authorized.

BENSON HILL, INC.
By:/s/ Dean Freeman
Dean Freeman
Chief Financial Officer
Date: November 10, 2022

Exhibit 10.1
SECOND AMENDMENT TO LOAN DOCUMENTS
THIS SECOND AMENDMENT TO LOAN DOCUMENTS (the “Amendment”), is made and entered into as of November 8, 2022 (the “Second Amendment Effective Date”), by and among (1) Benson Hill, Inc., a Delaware corporation (the “Parent”), Benson Hill Holdings, Inc., a Delaware corporation (“BH Holdings”), BHB Holdings, LLC, a North Carolina limited liability company (“BHB Holdings”), DDB Holdings, Inc., a Delaware corporation “DDB Holdings”), Dakota Dry Bean Inc., a North Dakota corporation (“Dakota Dry Bean”), Benson Hill Ingredients, LLC, a Delaware limited liability company “BHI”), Benson Hill Seeds Holding, Inc., a Delaware corporation (“BHS Holding”), Benson Hill Seeds, Inc., a Delaware corporation (“BHS”), Benson Hill Fresh, LLC, a Delaware limited liability company (“BHF”), J&J Produce, Inc., a Florida corporation (“JJP”), J&J Southern Farms, Inc., a Florida corporation (“JSF”), and Trophy Transport, LLC, a Florida limited liability company (“Trophy Transport”) (Parent and each of BH Holdings, BHB Holdings, DDB Holdings, Dakota Dry Bean, BHI, BHS Holding, BHS, BHF, JJP, JSF, and Trophy Transport are each individually referred to as a “Borrower” and all collectively as the “Borrowers”); (2) Avenue Capital Management II, L.P., a Delaware limited partnership, as administrative agent and collateral agent (the “Agent”); and (3) Avenue Venture Opportunities Fund, L.P., a Delaware limited partnership, Avenue Venture Opportunities Fund II, L.P., a Delaware limited partnership, Avenue Sustainable Solutions Fund, L.P., a Delaware limited partnership, Avenue Global Dislocation Opportunities Fund, L.P., a Delaware limited partnership, and Avenue Global Opportunities Master Fund LP, a Delaware limited partnership (each individually referred to as a “Lender” and all collectively as the “Lenders”);
Recitals:
A.Borrowers (other than BHI), Agent, and Lenders are parties to those certain Loan Documents, dated as of December 29, 2021, including the Loan and Security Agreement, as amended by that certain Joinder and First Amendment to Loan Documents dated June 30, 2022 (as amended from time to time, the “Agreement”) and the Supplement to Loan and Security Agreement (as amended from time to time, the “Supplement”);
B.Benson Hill Fresh Holdings, LLC, a Delaware limited liability company (“BHF Holdings”) was a party to the Loan and Security Agreement, as a “Borrower” therein, but with the consent of Agent was dissolved on March 16, 2022;
C.Pursuant to the Loan and Security Agreement, the Borrowers (other than BHI) and BHF Holdings delivered to the Lenders their Promissory Notes dated December 29, 2021, made payable to the Lenders in the aggregate original principal amount of $80,000,000 (each individually a “Note” and all collectively the “Notes”);
D.Pursuant to the Loan and Security Agreement, the Parent delivered to the Lenders its Stock Purchase Warrants dated December 29, 2021, each exercisable for an aggregate “Applicable Number” (as defined therein) of shares of the Parent’s Common Stock, par value $0.0001 per share (each individually a “Warrant” and all collectively the “Warrant”);
E.Pursuant to a Joinder and First Amendment to Loan Documents made and entered into as of June 30, 2022, among other things, (1) BHI was added and joined as a co-Borrower to


the Agreement and other Loan Documents, and (2) the Loan Documents were amended; and
F.The parties desire to amend the Loan Documents in accordance with the terms of this Amendment.
Agreement:
NOW, THEREFORE, for and in consideration of the premises, and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.Definition of Terms. All capitalized terms contained herein and not otherwise defined shall be defined as provided in the Agreement, as supplemented by the Supplement.
2.Agreement and Supplement Amendments. The Agreement and Supplement hereby are amended, or amended and restated, as follows:
a.Section 5.10 of the Agreement is amended and restated in its entirety to read as follows:
5.10    RML Financial Covenant.
(a) From the Second Amendment Effective Date through March 31, 2023, maintain at all times an RML equal to or greater than four (4) months (the “RML Relief”). From April 1, 2023, through April 30, 2024 (the “RML Relief Election Period”), maintain at all times an RML equal to or greater than (i) four (4) months, or (ii) six (6) months if the RML Relief is terminated in writing by Borrower. Thereafter, Borrower shall maintain at all times an RML equal to or greater than six (6) months.
(b) For each month during the RML Relief Election Period that (i) Parent’s Average Public Market Capitalization over the prior thirty (30) Trading Days is at least Market Cap Threshold 1, and (ii) Borrower’s unrestricted cash balance is at least One Hundred Million Dollars ($100,000,000) when measured on the last day of the prior month, the Final Payment shall increase by ten basis points (10bps) if Borrower has not yet terminated the RML Relief.
As an example, if Borrower elects to terminate the RML Relief such that the RML Relief terminates on May 31, 2023, the Final Payment would increase by twenty basis points (20bps) from ten and 70/100 percent (10.70%) to ten and 90/100 percent (10.90%) (or from fourteen and 20/100 percent (14.20%) to fourteen and 40/100 percent (14.40%) if all or any part of any Loan is outstanding when a Change of Control occurs).
(c) For each month during the RML Relief Election Period that either (i) Parent’s Average Public Market Capitalization over the prior thirty (30) Trading Days is less than Market Cap Threshold 1, or (ii) Borrower’s unrestricted cash balance is less than One Hundred Million Dollars ($100,000,000) when measured on the last day of the prior month, the Final Payment shall increase by twenty-five basis points (25bps) if Borrower has not yet terminated the RML Relief.
As an example, if Borrower elects to terminate the RML Relief such that the RML Relief terminates on May 31, 2023, the Final Payment would increase by fifty
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basis points (50bps) from ten and 70/100 percent (10.70%) to eleven and 20/100 percent (11.20%) (or from fourteen and 20/100 percent (14.20%) to fourteen and 70/100 percent (14.70%) if all or any part of any Loan is outstanding when a Change of Control occurs).
b.Article 11 of the Agreement is amended to add the following definitions:
“RML Relief” shall have the meaning set forth in Section 5.10(a).
“RML Relief Election Period” shall have the meaning set forth in Section 5.10(a).
“Second Amendment Effective Date” means November 8, 2022.
c.“Revolving Indebtedness” as defined in Article 11 of the Agreement is amended and restated in its entirety to read as follows:
“Revolving Indebtedness” means Indebtedness in favor of other Lenders, subject to a formula-based, borrowing base calculation comprised of cash, accounts receivable and Inventory, not including the BHO Indebtedness, not to exceed the aggregate principal amount of (i) Twenty Million Dollars ($20,000,000) up to and including June 30, 2023, if (x) approved by Agent, (y) Parent’s Average Public Market Capitalization over the prior thirty (30) Trading Days is at least Market Cap Threshold 1 when measured by the date of Borrower’s entry into the Revolving Indebtedness, and (z) Borrower has elected to terminate the RML Relief; and (ii) Forty Million Dollars ($40,000,000) on or after July 1, 2023, if (x) approved by Agent, (y) Parent’s Average Public Market Capitalization over the thirty (30) preceding Trading Days is at least Six Hundred Million Dollars ($600,000,000) when measured by the date of Borrower’s entry into the added Revolving Indebtedness, and (z) Borrower has elected to terminate the RML Relief. For clarity, Borrower is deemed to have entered into Revolving Indebtedness (or added Revolving Indebtedness) at the time Borrower enters into a credit facility agreement or similar agreement with one or more lenders providing for Revolving Indebtedness (or added Revolving Indebtedness) as described above, and not each time Borrower draws upon the credit facility provided pursuant to such credit facility agreement or similar agreement.
d.Part I of the Supplement is amended to add the following additional definition:
“SEC” means the United States Securities and Exchange Commission.
e.The definition of “Average Public Market Capitalization” as contained in Part 1 of the Supplement is amended is amended to add the following at the conclusion thereof:
As an example, assuming that Parent had 205,659,767 Outstanding Shares as of August 8, 2022 (as noted on the cover of Parent’s most recent SEC 10-Q filing dated June 30, 2022), that no shares have been cancelled or issued since August 8, 2022, and that on the September 22, 2022 Trading Day the NYSE closing price of the Common Stock was $2.61, then Parent’s Public Market Capitalization as of September 22, 2022 would be $2.61 x 205,659,767 shares = $536,771,992, and Parent’s Average Public Market Capitalization over the prior thirty (30) Trading Days ending on September 22, 2022 would be determined by the average over such period.
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f. “Designated Rate” as defined in Part 1 of the Supplement is amended and restated in its entirety to read as follows:
“Designated Rate” means, for each Growth Capital Loan, a variable rate of interest per annum equal to the sum of (i) the greater of (A) the Prime Rate and (B) three and one-quarters percent (3.25%), plus (ii) six percent (6.00%). Changes to the Designated Rate based on changes to the Prime Rate shall be effective as of the next scheduled interest payment date immediately following such change.
g.“Final Payment” as defined in Part 1 of the Supplement is amended and restated in its entirety to read as follows:
“Final Payment” means a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) equal to ten and seventy one hundredth (10.70%) of the original Commitment amount of One Hundred Dollars ($100,000,000); provided that, in the event all of any of part of any Loan is outstanding when a Change of Control occurs, “Final Payment” shall mean a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) equal to fourteen and twenty one hundredths percent (14.20%) of the original Commitment amount of One Hundred Million Dollars ($100,000,000); provided further that, the Final Payment shall be increased pursuant to Section 5.10(b) and (c) of the Agreement.
h.“Market Cap Threshold 1” as defined in Part 1 of the Supplement is amended and restated in its entirety to read as follows:
“Market Cap Threshold 1” means Parent has maintained an Average Public Market Capitalization of at least Five Hundred Fifty Million and 00/100 Dollars ($550,000,000).
i.“Outstanding Shares” as defined in Part 1 of the Supplement is amended restated in its entirety to read as follows:
“Outstanding Shares” means the shares of capital stock which have been issued and are outstanding within the meaning of the Delaware General Corporation Law, as reflected on the cover of the Company’s most recent SEC 10-K filing or SEC 10-Q filing, which is then adjusted if any shares have since been cancelled or issued.
3.Milestone 2. Parent hereby represents to Lender that Parent has achieved (i) at least eighty-five percent (85%) of T9M Revenue for the nine (9) months ending September 30, 2022; and (ii) Gross Margin for the nine (9) months ending September 30, 2022, greater than negative one and one-half percent (-1.50%). Based upon the foregoing representation, Agent hereby confirms that condition (iii) of Milestone 2 has been satisfied, and that Milestone 2 is deemed to have been achieved.
4.Benson Hill Fresh Sale.
a.If Borrower decides to consummate a sale of its Benson Hill Fresh business (the “Benson Hill Fresh Sale”), subject to Agent’s satisfactory review of final documentation of such a sale, Agent agrees to consent to and approve Borrower’s disposition of its Benson Hill Fresh business, so long as (i) a binding purchase agreement is executed on or before February 14, 2023, and closes no later than July 31, 2023, and (ii) the sale generates non-escrowed cash closing proceeds, that are not otherwise subject to any contingencies, of at least the amount set forth on Annex I hereto as the “Minimum
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Sale Proceeds” (the “Minimum Sale Proceeds”) that are received on or before July 31, 2023.
b.The cash closing proceeds from the Benson Hill Fresh Sale shall be held by Borrower in a restricted, blocked account in favor of Agent (the “Blocked Account”) until a date that is at least sixty (60) days following the date of the closing of the Benson Hill Fresh Sale, and at which time the cash closing proceeds shall be released to Borrower so long as:
i.The RML Relief terminates or expires; and
ii.Parent’s Average Public Market Capitalization over the prior thirty (30) Trading Days is at least Market Cap Threshold 1 when measured on the date of the release of the Blocked Account.
If the conditions set forth in Section 4.b.i. and ii. above have not been satisfied by April 30, 2024, then Agent shall apply the cash closing proceeds held in the Blocked Account toward the prepayment of outstanding principal and any associated prepayment fees due under the Loan. For the avoidance of doubt, in the event the Benson Hill Fresh Sale is consummated in a series of closings, the foregoing cash closing proceeds mechanics shall be applied at each relevant closing, provided that no cash closing proceeds shall be released pursuant to this Section 4(b) unless and until the Minimum Sale Proceeds are received.
c.All cash closing proceeds held in the Blocked Account shall not be counted towards satisfaction of the RML financial covenant set forth in Section 5.10 of the Agreement unless and until such cash closing proceeds are released to Borrower pursuant to this Section 4.
d.If Borrower consummates the Benson Hill Fresh Sale on or before April 30, 2023, for an amount less than the Minimum Sale Proceeds, then the Minimum Sale Proceeds requirement shall be waived by Agent if Borrower has raised additional capital in an amount no less than the difference between the Minimum Sale Proceeds and the cash closing proceeds actually received from the Benson Hill Fresh Sale by April 30, 2023. Such additional capital and cash closing proceeds shall be kept in the Blocked Account in an amount not less than the Minimum Sale Proceeds and shall be released not less than sixty (60) days after the closing of the Benson Hill Fresh Sale so long as the conditions set forth in Section 4.b. are satisfied.
5.Consents. Subject to the conditions set forth on Annex II hereto or in Section 10, Agent (for itself and where applicable for Lenders) hereby consents to and approves the matters described on Annex II hereto.
6.Amendment Fees.
a.As partial consideration for this Amendment, Borrower shall pay to Lenders an amendment fee equal to One Million Five Hundred Thousand Dollars ($1,500,000), which has been fully earned and shall be non-refundable, the receipt of Five Hundred Thousand Dollars ($500,000) towards which Agent hereby confirms, and the One Million Dollar ($1,000,000) balance of which shall be payable to Agent by Borrower on or before December 15, 2022. Failure to deliver the balance of the amendment fee by December 15, 2022, shall constitute an Event of Default under the Agreement.
5

b.Lenders shall not charge an “Amendment Fee” to provide any additional debt to Borrower; provided that the foregoing shall not be construed as a covenant on the part of Lenders to provide any additional debt to Borrower.
7.No Waiver. No course of dealing on the part of any Lender, nor any failure or delay in the exercise of any right by any Lender, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. A Lender’s failure at any time to require strict performance by any Borrower of any provision of the Loan Documents shall not affect any right of any Lender thereafter to demand strict compliance and performance of the Loan Documents. Any suspension or waiver of a right under the Loan Documents must be in writing signed on behalf of each Lender by an authorized person thereof.
8.Full Force and Effect. The Loan Documents, as amended hereby, shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of any Lender under the Loan Documents, as in effect prior to the date hereof.
9.Due Power and Authority. Each Borrower hereby represents that (a) such Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Documents, as amended by this Amendment; and (b) the organizational documents of such Borrower delivered to Agent on the Closing Date, and updated pursuant to subsequent deliveries by such Borrower to Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect.
10.Conditions Precedent. As a condition to the effectiveness of this Amendment, Lenders shall have received, in form and substance reasonably satisfactory to Lenders, the following:
a.this Amendment, duly executed by Borrower;
b.all reasonable Lender expenses incurred through the date of this Amendment, which Borrower shall remit via wire transfer on the date of execution of this Amendment per the instructions set forth on Annex III hereto; and
c.such other documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate (and Lender’s execution and delivery to Borrower of this Amendment shall constitute confirmation that this condition has been satisfied).
11.Entire Agreement. The Loan Documents, as amended by this Amendment, (a) represent the entire agreement among the parties with respect to the subject matter hereof, and are intended to be an integration of, and (b) supersede all prior or contemporaneous agreements, conditions, or undertakings between the parties hereto with respect to the subject matter hereof, including without limitation that certain Proposal between the parties dated October 17, 2022.
12.Electronic Signatures and Delivery. Delivery of an executed counterpart of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of an original, and execution by use of an electronic signature or digital signature shall be valid for all purposes, but all of which together shall constitute one instrument.
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13.Successors and Assigns. This Amendment shall apply to, inure to the benefit of, and be binding upon the parties hereto and upon their respective legal representatives, successors and permitted assigns, except as otherwise provided herein.
[Signature Page Follows]

7

IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto, in duplicate originals, as of the Second Amendment Effective Date.
BORROWERS:

BENSON HILL, INC.


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


BENSON HILL HOLDINGS, INC.


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


BHB HOLDINGS, LLC


By:    Benson Hill, Inc.
Its:    Sole Member

By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


DDB HOLDINGS, INC.


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


DAKOTA DRY BEAN INC.


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


Signature Page
to
Second Amendment to Loan Documents

BENSON HILL INGREDIENTS LLC

By:    DDB Holdings, Inc.
Its:    Sole Member


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


BENSON HILL SEEDS HOLDING, INC.


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


BENSON HILL SEEDS, INC.


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


BENSON HILL FRESH, LLC

By:    Benson Hill Holdings, Inc.
Its:    Sole Member


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


J&J PRODUCE, INC.


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


J&J SOUTHERN FARMS, INC.


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory


Signature Page
to
Second Amendment to Loan Documents

TROPHY TRANSPORT, LLC

By:    J&J Produce, Inc.
Its:    Sole Member


By:    /s/ Dean Freeman
Name:    Dean Freeman
Title:    Authorized Signatory
Signature Page
to
Second Amendment to Loan Documents

AGENT:

AVENUE CAPITAL MANAGEMENT II, L.P.

By:    Avenue Capital Management II GenPar, LLC
Its:    General Partner

By:    /s/ Sonia Gardner
Name:    Sonia Gardner
Title:    Member


LENDERS:

AVENUE VENTURE OPPORTUNITIES FUND, L.P.

By:    Avenue Venture Opportunities Partners, LLC
Its:    General Partner


By:    /s/ Sonia Gardner
Name:    Sonia Gardner
Title:    Authorized Signatory


AVENUE VENTURE OPPORTUNITIES FUND II, L.P.

By:    Avenue Venture Opportunities Partners II, LLC
Its:    General Partner


By:    /s/ Sonia Gardner
Name:    Sonia Gardner
Title:    Authorized Signatory


AVENUE SUSTAINABLE SOLUTIONS FUND, L.P.

By:    Avenue Sustainable Solutions Partners, LLC
Its:    General Partner

By:    GL Sustainable Solutions Partners, LLC
Its:    Managing Member


By:    /s/ Sonia Gardner
Name:    Sonia Gardner
Title:    Member


Signature Page
to
Second Amendment to Loan Documents

AVENUE GLOBAL DISLOCATION OPPORTUNITIES FUND, L.P.

By:    Avenue Global Dislocation Opportunities GenPar, LLC
Its:    General Partner

By:    GL Global Dislocation Opportunities Partners, LLC
Its:    Managing Member


By:    /s/ Sonia Gardner
Name:    Sonia Gardner
Title:    Member


AVENUE GLOBAL OPPORTUNITIES MASTER FUND LP

By:    Avenue Global Opportunities GenPar Holdings Ltd
Its:    General Partner



By:    /s/ Sonia Gardner
Name:    Sonia Gardner
Title:    Director
Signature Page
to
Second Amendment to Loan Documents

Annex I
Minimum Sale Proceeds
[Annex I to Second Amendment to Loan Documents]


Annex II
Consents
[Annex II to Second Amendment to Loan Documents]


Annex III
Barnes & Thornburg Wire Instructions
[Annex III to Second Amendment to Loan Documents]

Exhibit 99.1


Benson Hill Announces Third Quarter 2022 Financial Results and
Raises 2022 Guidance

•Consolidated revenues increased 307 percent year-over-year to $130 million driven by a 429 percent increase in Ingredients segment revenues.

•Management raised 2022 guidance with consolidated revenues in the range of $430 million to $455 million and gross profit of $14 million to $17 million.

•Management has taken actions intended to fully fund the business to expected positive EBITDA and free cash flow in 2025.

ST. LOUIS, MO – Nov. 10, 2022 - Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants, today announced operating and financial results for the quarter ended Sept. 30, 2022.
“Our team members delivered another quarter of impressive results, which positions Benson Hill to end 2022 with better than expected financial performance. We have also taken recent actions that, when combined with strong execution and prudent cash management, are intended to fully fund the business to profitability,” said Matt Crisp, Chief Executive Officer of Benson Hill. “Macro factors and the current economic environment are underscoring the need for seed-to-fork innovation across our food system, and position Benson Hill for further growth.”

Third Quarter Results Compared to the Same Period of 2021
The impact of mark-to-market timing differences on the profit and loss statement and reconciliation of non-GAAP financial measures can be found on pages 7 and 12, respectively.

•Revenues were $130.2 million, an increase of $98.2 million, or 307 percent, led by rapid growth in the Ingredients segment, which was partially offset by a decline in revenues in the Fresh segment.

•Gross profit was $4.4 million, an increase in profitability of $4.0 million due to profit contribution in the Ingredients segment, which was partially offset by a gross loss in the Fresh segment. The results included a $1.4 million gain related to unrealized mark-to-market timing differences.

•Operating expenses were $32.5 million, a decrease of $6.1 million, which included $8.1 million for non-cash items. The decline was primarily driven by one-time public company expenses incurred in 2021, which were partially offset by increased staffing and related expenses in the current quarter to support Benson Hill’s rapid growth.

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•Inclusive of the mark-to-market timing differences, the reported net loss and Adjusted EBITDA were $30.2 million and $17.5 million, respectively.

•Cash and marketable securities on hand were $192.9 million as of Sept. 30, 2022.

Ingredients Segment

•Revenues for the segment were $122.3 million, an increase of $99.1 million, or 429 percent. Proprietary soy revenues were $26.0 million, an increase of approximately 300 percent. The increase in revenues was mostly driven by the enablement of the closed-loop business model for sales of proprietary and non-proprietary soy and yellow pea ingredient and achievement of better-than-expected throughput capacity at the Creston, Iowa and Seymour, Indiana soy facilities acquired in the prior year.

•Gross profit was $5.9 million, which includes $1.4 million for unrealized gains related to mark-to-market timing differences to offset unrealized losses incurred in the first quarter. Robust operating performance in the quarter was the result of top line growth of proprietary and non-proprietary products as well as recognition of modest, high-margin revenue contribution from the strategic partnership with ADM.

•Inclusive of the mark-to-market timing differences, Adjusted EBITDA for the segment was a loss of $0.3 million, a $5.0 million improvement.

Fresh Segment
•Revenues for the segment were $7.9 million, a decrease of $0.9 million, or 11 percent due to adverse weather conditions in Florida and Georgia during the quarter.

•Gross loss was $1.6 million as a result of weather-related challenges that required high cost purchases of fresh produce to meet contract obligations.

•Adjusted EBITDA was a loss of $2.9 million, which was a decrease of $0.5 million.

First Nine-Months Results Compared to the Same Period of 2021
•Revenues were $333.4 million, an increase of $229.9 million, or 222 percent, led by robust growth in the Ingredients segment.
◦Ingredients segment revenues were $281.9 million, an increase of $221.8 million, or 369 percent. Proprietary revenues were $52.2 million, an increase of 158 percent.
◦Fresh segment revenues were $51.3 million, an increase of $8.0 million, or 18 percent.

•Gross profit was $4.7 million, an increase in profitability of $3.8 million, which includes $1.6 million related to the remaining unrealized losses from mark-to-market timing differences in the first quarter.
2

Performance year-to-date was favorably impacted by top line growth, proprietary revenue mix, and contributions from partnership and licensing, which was partially offset by cost pressures in the Ingredients segment supply chain, the second quarter write-down of inventory in the Fresh segment, as well as the impact from adverse weather during the third quarter. When considering the effect of the timing of the mark-to-market adjustments, year-to-date gross profit was $6.3 million.

•Operating expenses were $102.4 million, an increase of $18.4 million due to higher costs to operate a fast-growing public company. Operating expense includes $26.7 million for non-cash items.

•Inclusive of the mark-to-market timing differences, the reported net loss was $74.3 million compared to a net loss of $83.6 million. Adjusted EBITDA was a loss of $60.8 million compared to a loss of $50.8 million.
◦Ingredients segment Adjusted EBITDA was a loss of $16.3 million.
◦Fresh segment Adjusted EBITDA was loss of $1.0 million.

Liquidity
Planned revenue growth and gross margin expansion over the next three years will be the primary means to source the Company’s liquidity. The strategic and operating milestones achieved over the last 12 months validate Benson Hill’s mission and planned objectives in support of its previously stated 2025 financial targets:
•Consolidated revenue in excess of $500 million, including $350 million or more of proprietary Ingredients revenue;

•Gross profit margin greater than 25 percent; and

•Positive EBITDA and free cash flow.

Management has taken proactive actions intended to fully fund the business, inclusive of debt repayments, to achieve its 2025 strategic and financial objectives. This includes an upfront technology access fee from ADM, a 12-month extension of the interest-only period for the current debt facility and the benefits from faster than expected business growth as well as operational efficiency gains. The Company also filed a registration statement to put in place an At-The-Market (“ATM”) facility for up to $100 million. Once effective, the ATM facility is expected to provide additional flexibility to supplement the Company’s cash position over the next two to three years.

As previously announced, the Company initiated a strategic review of the Fresh business earlier this year. As a result, interested parties are in discussions with management to acquire the business and related assets. The Company cannot assure that it will be able to consummate any strategic transaction on favorable or timely terms, if at all. If a transaction or transactions were to occur, the likely result will be a non-cash write-off of up to approximately 50 percent of the book value of the business. Management expects to use the net proceeds from a possible divestiture to further enhance the Company’s liquidity position.


3

Revised 2022 Outlook
As a result of the continued strong demand for non-proprietary ingredient soy and yellow pea products, management increased the Ingredient segment full-year revenue guidance to $370 million to $390 million, above the previous guidance of $275 million to $325 million. Full-year expectations for proprietary revenues remain in the range of $70 million to $80 million. Revenue guidance for the Fresh segment is now $60 million to $65 million versus the prior guidance of $65 million to $75 million. On a consolidated basis, the revised 2022 revenue guidance is now $430 million to $455 million.

Management raised its gross profit guidance to $14 million to $17 million compared to the prior forecast of $9 million to $13 million. The improvement is the result of the accelerated top line growth, improved operating efficiencies anticipated in the fourth quarter, and the recognition of a portion of the expected revenue and profit contribution from the ADM strategic partnership. For the Fresh segment, the current forecast for annual gross margins is low single digits compared to the original guidance of high single digits.

The Company improved its guidance to a net loss of $106 million to $111 million, Adjusted EBITDA loss of $75 million to $80 million, and negative free cash flow of $95 million to $105 million.


Webcast
A webcast of the earnings conference call will begin at 8:30 a.m. ET today. The link to participate is available on the Investor Relations page of the Company’s website.

Use of Non-GAAP Financial Measures
In this press release, the Company includes non-GAAP performance measures. The Company uses these non-GAAP financial measures to facilitate management’s financial and operational decision-making, including evaluation of the Company’s historical operating results. The Company’s management believes these non-GAAP measures are useful in evaluating the Company’s operating performance and are similar measures reported by publicly listed U.S. competitors, and regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting the Company’s business. By providing these non-GAAP measures, the Company’s management intends to provide investors with a meaningful, consistent comparison of the Company’s performance for the periods presented. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. The Company’s definition of these non-GAAP measures may differ from similarly titled measures of performance used by other companies in other industries or within the same industry.

Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company’s reported results of operations, management strongly encourages investors to review the Company’s consolidated financial statements and publicly filed reports in their entirety. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures and the Company’s definition of these non-GAAP measures is included in the tables accompanying this release.


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Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or the Company’s future financial or operating performance. These forward-looking statements include, among other things, statements regarding: the Company’s currently expected guidance regarding certain full year 2022 and projected 2025 financial results, including consolidated revenues, gross profit, gross profit margin, revenues for its proprietary soy portfolio, segment revenues, operating expense, capital expenditures, net loss, EBITDA, Adjusted EBITDA, cash usage, and free cash flow; expectations regarding actions intended to fully fund the business, inclusive of debt repayments, to achieve the Company’s 2025 strategic and financial objectives; the sufficiency of the Company’s cash position and planned capital generating activities to fund the business in future periods; the anticipated benefits of the Company’s ATM facility; the anticipated benefits and other aspects of the Company’s strategic partnership with ADM and the revenue expected to be generated thereby; the markets expected to be served by the Company’s strategic partnership with ADM; the potential divestiture and financial impact of the Company’s Fresh business segment; financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; expectations regarding the Company’s hedging and other risk management strategies, including expectations about future sales and purchases that relate to the Company’s mark-to-market adjustments; the Company’s strategies and plans for growth; the Company’s, positioning, resources, capabilities, and expectations for future performance; estimates and forecasts of financial and other performance metrics; projections of market opportunity, including with respect to market opportunity expected to result from the Company’s strategic partnership with ADM; the Company’s outlook and financial and other guidance; and management’s strategy and plans for growth. In some cases, the reader can identify forward-looking statements by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. Such forward-looking statements are based upon assumptions made by Benson Hill as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, risks that the Company’s actions intended to fully fund the business, inclusive of debt repayments, to achieve the Company’s 2025 strategic and financial objectives may be insufficient to achieve such objectives; risks relating to the Company’s ability to achieve anticipated benefits of recent business combinations, which may be affected by, among other things, competition, the ability of the combined company to grow and achieve growth profitably, maintain relationships with customers and suppliers, and retain its management and key employees; the risk that the anticipated benefits and results of the Company’s strategic partnership with ADM will not be realized, including the risk that certain related milestones and performance objectives will not be achieved; the risk that the anticipated benefits of the Company’s ATM facility will not be achieved, including risks relating to the timing of effectiveness of the ATM facility and risks that the facility’s overall potential contribution to the Company may be less than anticipated; risks relating to the dilutive impact of the ATM facility; risks related to the potential divestiture of the Company’s Fresh business segment on the Company’s business relationships, operating results, stock price and business generally; the ability to generate and deploy capital, including capital from operations, capital drawn from the Company’s debt facility, capital expected to be raised through the Company’s ATM facility, and capital expected to result from the Company’s strategic partnership with ADM, in a manner that furthers the Company’s growth strategy, as well as the general ability to execute the Company’s business plans; industry conditions, including fluctuations in supply, demand and prices for agricultural commodities; the effects of weather conditions and the outbreak of crop disease on our business; global and regional economic, agricultural, financial and commodities market, political, social and health conditions; the effectiveness of our risk management strategies; the transition to becoming a public company; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. Forward-looking statements are also subject to the risks and other issues described above under “Use of Non-GAAP Financial Measures,” which could cause actual results to differ materially from current
5

expectations included in the Company’s forward-looking statements included in this press release. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved, including without limitation any expectations about our operational and financial performance or achievements through and including 2025. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it expressly disclaims any duty to update these forward-looking statements, except as otherwise required by law.
###

Contacts
Investors: Ruben Mella: (314) 714-6313 / rmella@bensonhill.com
Media: Christi Dixon: (636) 359-0797 / cdixon@bensonhill.com


6

Benson Hill, Inc.
Material Items Included in Consolidated Revenues and Cost of Sales
(In Thousands)
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.
Mark-to-market timing difference comprises the estimated net temporary impact resulting from unrealized period-end gains/losses associated with the fair valuation of futures contracts associated with the Company’s committed future operating capacity. These mark-to-market timing differences are not indicative of the Company’s operating performance.
The Company recorded the fair value of acquired sales and purchase contracts in the acquisition of the Company’s Creston, Iowa location, which are amortized, not marked-to-market, to revenues and cost of sales to the physical contracts.
The table below summarizes the pre-tax gains and losses related to derivatives and contract assets and liabilities:

Nine Months Ended September 30, 2022
Open Mark-to-Market Timing Differences
YTD Reported
Q1 Impact
Q2 ImpactQ3 ImpactYTD ImpactYTD Excluding
Revenues$333,371 $(5,002)$3,885 $3,267 $2,150 $331,221 
   Ingredients Segment281,894 (5,002)3,885 3,267 2,150 279,744 
   Fresh Segment51,318 — — — — 51,318
  Unallocated Other159 — — — — 159 
Gross profit$4,721 $(8,181)$5,227 $1,381 $(1,573)$6,294 
Total operating expenses$102,416 $— $— $— $— $102,416 
Reported net loss$(74,299)$(8,181)$5,227 $1,381 $(1,573)$(72,726)
Adjusted EBITDA$(60,826)$(8,181)$5,227 $1,381 $(1,573)$(59,253)
•First quarter of 2022: The net temporary unrealized period-end loss on revenues and cost of sales was $5.0 million and $3.2 million, respectively. The amortization of acquired sales and purchase contracts was $0.6 million.
•Second quarter of 2022: The net temporary unrealized period-end gain on revenues and cost of sales was $3.9 million and $1.3 million, respectively. Management expects the remaining unrealized period-end loss of $2.9 million to reverse in the coming quarters.
•Third quarter of 2022: The net temporary unrealized period-end gain on revenues and loss on cost of sales was $3.3 million and $1.9 million, respectively. Management expects the remaining unrealized period-end loss of $1.6 million to reverse by the end of 2022.
•See Adjusted EBITDA reconciliation on page 12.
7

Benson Hill, Inc.
Condensed Consolidated Balance Sheets
(In Thousands)
September 30,December 31,
20222021
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$29,978 $78,963 
Marketable securities162,939 103,689 
Accounts receivable, net38,213 31,729 
Inventories, net42,575 48,724 
Prepaid expenses and other current assets11,786 20,253 
Total current assets285,491 283,358 
Property and equipment, net126,211 126,885 
Right of use asset, net72,882 77,452 
Goodwill and intangible assets, net42,148 42,664 
Other assets4,545 4,538 
Total assets$531,277 $534,897 
September 30,December 31,
20222021
(Unaudited)
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$26,451 $35,508 
Revolving line of credit— 47 
Current lease liability3,352 2,422 
Current maturities of long-term debt3,173 6,934 
Accrued expenses and other current liabilities29,918 26,771 
Total current liabilities62,894 71,682 
Long-term debt106,507 77,170 
Long-term lease liability79,531 79,154 
Warrant liabilities29,556 46,051 
Conversion option liability10,207 8,783 
Deferred tax liabilities297 294 
Other non-current liabilities183 316 
Total liabilities289,175 283,450 
Stockholders’ equity:
Redeemable convertible preferred stock, $0.0001 par value; 1,000 and 1,000 shares authorized, 0 shares issued and outstanding as of September 30, 2022, and December 31, 2021, respectively
— — 
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 206,437 and 178,089 shares issued and outstanding as of September 30, 2022, and December 31, 2021, respectively
21 18 
Additional paid-in capital
605,884 533,101 
Accumulated deficit
(354,868)(280,569)
Accumulated other comprehensive loss
(8,935)(1,103)
Total stockholders’ equity242,102 251,447 
Total liabilities and stockholders’ equity
$531,277 $534,897 
8

Benson Hill, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(In Thousands, Except Per Share Information)

Three Months
Ended September 30,		Nine Months
Ended September 30,
2022202120222021
Revenues130,179 32,000 333,371 103,494 
Cost of sales125,812 31,591 328,650 102,546 
Gross profit (loss)4,367 409 4,721 948 
Operating expenses:
Research and development11,433 10,458 35,756 26,403 
Selling, general and administrative expenses21,042 28,076 66,660 57,570 
Total operating expenses32,475 38,534 102,416 83,973 
Loss from operations(28,108)(38,125)(97,695)(83,025)
Other (income) expense:
Interest expense, net6,278 1,498 16,190 4,033 
Loss on extinguishment of debt— 11,742 — 11,742 
Change in fair value of warrants(4,035)(15,244)(41,676)(12,525)
Other expense (income), net(195)(2,065)2,060 (2,453)
Total other (income) expense, net2,048 (4,069)(23,426)797 
Net loss before income tax(30,156)(34,056)(74,269)(83,822)
Income tax expense (benefit)13 218 30 218 
Net loss$(30,169)$(34,274)$(74,299)$(84,040)
Net loss per common share:
Basic and diluted loss per common share$(0.16)$(0.29)$(0.42)$(0.71)
Weighted average shares outstanding:
Basic and diluted weighted average shares outstanding186,097 118,709 177,539 117,714 

Benson Hill, Inc.
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(In Thousands)
Three Months
Ended September 30,		Nine Months
Ended September 30,
2022202120222021
Net loss$(30,169)$(34,274)$(74,299)$(84,040)
Foreign currency:
Comprehensive loss(1)31 (46)30 
(1)31 (46)30 
Marketable securities:
Comprehensive (loss) income(1,759)(121)(9,918)150 
Adjustments for net income (losses) realized in net loss(97)144 2,132 (203)
Total other comprehensive (loss) income(1,857)54 (7,832)(23)
Total comprehensive loss$(32,026)$(34,220)$(82,131)$(84,063)
9

Benson Hill, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)
Nine Months Ended September 30,
20222021
Operating activities
Net loss$(74,299)$(84,040)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization16,504 8,460 
Stock-based compensation expense15,771 2,769 
Bad debt expense724 184 
Change in fair value of warrants and conversion option(41,676)(12,525)
Accretion and amortization related to financing activities8,481 1,329 
Loss on extinguishment of debt— 11,742 
Other6,312 1,766 
Changes in operating assets and liabilities:
Accounts receivable(7,208)2,492 
Inventories6,441 (5,450)
Prepaid expenses and other current assets8,052 (7,567)
Accounts payable(6,093)3,917 
Accrued expenses2,604 3,340 
Net cash used in operating activities(64,387)(73,583)
Investing activities
Purchases of marketable securities(350,333)(100,278)
Proceeds from maturities of marketable securities109,514 2,155 
Proceeds from sales of marketable securities170,217 198,195 
Payments for acquisitions of property and equipment(11,835)(26,603)
Payment made in connection with business acquisitions(1,044)(10,853)
Net cash (used in) provided by investing activities(83,481)62,616 
Financing activities
Net contributions from Merger and PIPE financing, net of transaction costs (of $3,761)80,825 285,378 
Payments for extinguishment of debt— (43,082)
Principal payments on debt(6,736)(3,917)
Proceeds from issuance of debt24,040 19,816 
Borrowing under revolving line of credit18,970 20,464 
Repayments under revolving line of credit(19,017)(20,464)
Repayments of financing lease obligations(1,103)(600)
Payment of deferred offering costs— — 
Net Settlement for withholding taxes upon delivery of equity-based awards— — 
Proceeds from the exercise of stock options and warrants1,950 635 
Net cash provided by financing activities98,929 258,230 
Effect of exchange rate changes on cash(46)30 
Net (decrease) increase in cash and cash equivalents(48,985)247,293 
Cash and cash equivalents, beginning of period78,963 9,743 
Cash and cash equivalents, end of period$29,978 $257,036 
10

Nine Months Ended September 30,
20222021
Supplemental disclosure of cash flow information
Cash paid for taxes$1 $30 
Cash paid for interest$9,864 $4,782 
Supplemental disclosure of non-cash activities
Issuance of stock warrants$— $4,551 
Conversion of warrants upon Merger$— $4,576 
Warrants acquired in Merger$— $50,850 
Merger transaction costs included in accrued expenses and other current liabilities$— $4,231 
Business acquisition purchase price included in accrued expense and other current liabilities$— $3,714 
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities
$2,710 $4,123 
Purchases of inventory included in accounts payable, accrued expenses and other current liabilities$292 $— 
Financing leases commencing in the period$806 $735 

11

Benson Hill, Inc.
Supplemental Schedules - Segment Information and Non-GAAP Reconciliation
(Dollar Amounts in Thousands)

The Company defines and calculates Adjusted EBITDA as consolidated net loss before net interest expense, income tax provision, and depreciation and amortization, further adjusted to exclude stock-based compensation, other income and expense, and the impact of significant non-recurring items.
Three Months Ended September 30, 2022RevenueAdjusted
EBITDA
Ingredients122,276 (280)
Fresh7,883 (2,938)
Unallocated and other20 (14,252)
Total segment results$130,179 $(17,470)
Adjustments to reconcile consolidated net loss to Adjusted EBITDA:
Consolidated net loss(30,169)
Interest expense, net6,278 
Income tax expense (benefit)13 
Depreciation and amortization5,523 
Stock-based compensation4,412 
Other expense (income), net(195)
Change in fair value of warrants and conversion option(4,035)
Other nonrecurring costs, including acquisition, transaction, and integration costs403 
Non-recurring SOX readiness costs60 
Severance expense240 
Total Adjusted EBITDA(17,470)

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Three Months Ended September 30, 2021RevenueAdjusted
EBITDA
Ingredients23,129 (5,292)
Fresh8,812 (2,402)
Unallocated and other59 (12,450)
Total segment results$32,000 $(20,144)
Adjustments to reconcile consolidated net loss to Adjusted EBITDA:
Consolidated net loss(34,274)
Interest expense, net1,498 
Income tax (expense) benefit218 
Depreciation and amortization3,030 
Stock-based compensation1,413 
Other expense (income), net(2,065)
Change in fair value of warrants(15,244)
Other non-recurring costs, including acquisition costs741 
Loss on Extinguishment of debt11,742 
Merger transaction costs11,693 
Non-recurring public company readiness costs1,104 
Total Adjusted EBITDA(20,144)

Nine Months Ended September 30, 2022Revenue
Adjusted
EBITDA
Ingredients281,894 (16,319)
Fresh51,318 (1,014)
Unallocated and other159 (43,495)
Total segment results$333,371 $(60,828)
Adjustments to reconcile consolidated net loss to Adjusted EBITDA:
Consolidated net loss(74,299)
Interest expense, net16,190 
Income tax (benefit) expense30 
Depreciation and amortization16,504 
Stock-based compensation15,771 
Other expense (income), net2,060 
Change in fair value of warrants and conversion options(41,674)
Other nonrecurring costs, including acquisition, transaction, and integration costs516 
Non-recurring SOX readiness costs342 
Severance expense529 
Fresh segment crop failure costs1,567 
PIPE Investment transaction costs705 
Fresh segment restructuring expenses933 
Total Adjusted EBITDA$(60,826)
13


Nine Months Ended September 30, 2021Revenue
Adjusted
EBITDA
Ingredients60,048 (18,489)
Fresh43,282 (2,574)
Unallocated and other164 (29,702)
Total segment results$103,494 $(50,765)
Adjustments to reconcile consolidated net loss to Adjusted EBITDA:
Consolidated net loss(84,040)
Depreciation and amortization8,460 
Stock-based compensation2,769 
Other expense (income), net(2,453)
Change in fair value of warrants and conversion options(12,525)
Interest expense, net4,033 
Other nonrecurring items, including acquisition costs1,268 
South America seed production costs2,805 
Non-recurring public company readiness costs5,265 
Income tax expense218 
Total Adjusted EBITDA$(50,765)

Benson Hill, Inc.
Supplemental Schedules – 2022 Non-GAAP Reconciliation
(Dollar Amounts in Thousands)

Adjustments to reconcile estimated 2022 consolidated net loss to estimated Adjusted EBITDA:
2022 Estimate
Consolidated net loss
$ (106,000) – (111,000)
Interest expense, net
24,000 
Depreciation and amortization
22,000 
Stock-based compensation
20,000 
Other non-recurring costs
(35,000)
Total Adjusted EBITDA
$ (75,000) – (80,000)
14
THIRD QUARTER 2022 EARNINGS PRESENTATION NOVEMBER 10, 2022 Exhibit 99.2

 
Disclaimers Cautionary Note Regarding Forward-Looking Statements Certain statements in this presentation may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or the Company’s future financial or operating performance. These forward-looking statements include, among other things, statements regarding: the Company’s currently expected guidance regarding certain full year 2022 and projected 2025 financial results, including consolidated revenues, gross profit, gross profit margin, revenues for its proprietary soy portfolio, segment revenues, operating expense, capital expenditures, net loss, EBITDA, Adjusted EBITDA, cash usage, and free cash flow; expectations regarding actions intended to fully fund the business, inclusive of debt repayments, to achieve the Company’s 2025 strategic and financial objectives; the sufficiency of the Company’s cash position and planned capital generating activities to fund the business in future periods; the anticipated benefits of the Company’s ATM facility, the anticipated benefits and other aspects of the Company’s strategic partnership with ADM and the revenue expected to be generated thereby; the markets expected to be served by the Company’s strategic partnership with ADM; the potential divestiture and financial impact of the Company’s Fresh business segment; financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; expectations regarding the Company’s hedging and other risk management strategies, including expectations about future sales and purchases that relate to the Company’s mark-to-market adjustments; the Company’s strategies and plans for growth; the Company’s, positioning, resources, capabilities, and expectations for future performance; estimates and forecasts of financial and other performance metrics; projections of market opportunity, including with respect to market opportunity expected to result from the Company’s strategic partnership with ADM; the Company’s outlook and financial and other guidance; and management’s strategy and plans for growth. In some cases, the reader can identify forward-looking statements by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. Such forward-looking statements are based upon assumptions made by Benson Hill as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, risks that the Company’s actions intended to fully fund the business, inclusive of debt repayments, to achieve the Company’s 2025 strategic and financial objectives may be insufficient to achieve such objectives; risks relating to the Company’s ability to achieve anticipated benefits of recent business combinations, which may be affected by, among other things, competition, the ability of the combined company to grow and achieve growth profitably, maintain relationships with customers and suppliers, and retain its management and key employees; the risk that the anticipated benefits and results of the Company’s strategic partnership with ADM will not be realized, including the risk that certain related milestones and performance objectives will not be achieved; the risk that the anticipated benefits of the Company’s ATM facility will not be achieved, including risks relating to the timing of effectiveness of the ATM facility and risks that the facility’s overall potential contribution to the Company may be less than anticipated; risks relating to the dilutive impact of the ATM facility; risks related to the potential divestiture of the Company’s Fresh business segment on the Company’s business relationships, operating results, stock price and business generally; the ability to generate and deploy capital, including capital from operations, capital drawn from the Company’s debt facility, capital expected to be raised through the Company’s ATM facility, and capital expected to result from the Company’s strategic partnership with ADM, in a manner that furthers the Company’s growth strategy, as well as the general ability to execute the Company’s business plans; industry conditions, including fluctuations in supply, demand and prices for agricultural commodities; the effects of weather conditions and the outbreak of crop disease on our business; global and regional economic, agricultural, financial and commodities market, political, social and health conditions; the effectiveness of our risk management strategies; the transition to becoming a public company; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. Forward-looking statements are also subject to the risks and other issues described above under “Use of Non-GAAP Financial Measures,” which could cause actual results to differ materially from current expectations included in the Company’s forward-looking statements included in this presentation. Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved, including without limitation any expectations about our operational and financial performance or achievements through and including 2025. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward- looking statements, which speak only as of the date they are made. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it expressly disclaims any duty to update these forward-looking statements, except as otherwise required by law. Use of Non-GAAP Financial Measures In this presentation, the Company includes non-GAAP performance measures. The Company uses these non-GAAP financial measures to facilitate management's financial and operational decision-making, including evaluation of the Company’s historical operating results. The Company’s management believes these non-GAAP measures are useful in evaluating the Company’s operating performance and are similar measures reported by publicly listed U.S. competitors, and regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting the Company’s business. By providing these non-GAAP measures, the Company’s management intends to provide investors with a meaningful, consistent comparison of the Company’s performance for the periods presented. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. The Company’s definition of these non-GAAP measures may differ from similarly titled measures of performance used by other companies in other industries or within the same industry. Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company’s reported results of operations, management strongly encourages investors to review the Company’s consolidated financial statements and publicly filed reports in their entirety. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures and the Company’s definition of these non-GAAP measures is included in the tables accompanying this presentation.

 
Summary • Consolidated third quarter revenue growth of 307 percent to $130 million driven by strong Ingredients segment performance o Proprietary soy revenues increased 300 percent to $26 million • Raised 2022 consolidated revenue and gross profit guidance o Revenues of $430 million to $455 million o Gross profit of $14 million to $17 million • Planning for 2023 underway o Harvest of the 2022 proprietary soy crop is progressing as expected o Strategic partnership with ADM is underway with a joint farmer recruitment program in the vicinity of the Decatur, Illinois, facility as well as Benson Hill’s recruitment efforts to support our soy crush facilities • Management took actions intended to fully fund the business to achieve positive EBITDA and free cash flow positive in 2025

 
3Q 2022 proprietary soy revenue performance consistent with expectations for stronger growth in the second half Proprietary Soy Portfolio • 3Q revenues increased 300 percent to $26 million • Continued high customer demand and timing of ingredient shipments drove the improved sequential performance from 2Q 2022 • Maintaining full year 2022 revenue guidance of $70 million to $80 million $14.0 $12.2 $26.0 $52.2 $6.0 $7.7 $6.5 $20.2 $38.0 0 10 20 30 40 50 60 70 80 90 First Quarter Second Quarter Third Quarter Nine Months Full Year Pr op rie ta ry R ev en ue s 2022 2021 $70-$80 (P) $ Millions

 
Current macroeconomic and geopolitical challenges expected to drive demand for Benson Hill’s innovative products HIGH FOOD INFLATION ENVIRONMENTAL IMPACT OF THE FOOD SYSTEM FOOD SUPPLY CHAIN DISRUPTION FOOD-DRIVEN HEALTH IMPLICATIONS

 
Targeting high growth & established markets High-protein Soy Flour, Textured Flour Food, Oil, Feed Specialty Oil High-protein, Low-antinutrient Soybean Meal FOOD INGREDIENTS COOKING OIL ANIMAL NUTRITION Broad Range of End Market Applications PO RT FO LI O F IT CATEGORY GROWTH PROJECTIONS Bubble Size Indicates Current Market Size (Euromonitor Retail – Global) Develop Portfolio Alternative Dairy Processed Meat Bread Protein Sports Nutrition & Weight Management Breakfast CerealsSnacks Baked Goods Remain Opportunistic L H L H Meat Alternatives

 
Unique product attributes align with consumer demands • Domestically sourced • Traceable across the supply chain • Increasingly grown with regen ag practices • Greater nutrient density • Less processed • Better tasting • More sustainably produced • Less costly Unlocking Genetic Diversity • Increase protein content • Enhance flavor profile • Reduce ag resource intensity • Reduce processing steps and costs … A Better Seed… … Product Attributes…

 
Focus on the “I-States” to optimize Benson Hill’s supply chain in the primary North American soy growing region 2023 farmer recruitment Joint recruitment effort with ADM in the vicinity of the Decatur, Illinois, facility Recruitment underway for the Creston, Iowa, and Seymour, Indiana, facilities • Existing farmers increasing commitments by more than 25 percent, on average • Current farmer requests already exceed total 2022 planted acres

 
Benson Hill and ADM entered a long-term collaboration to scale Ultra-High Protein soy ingredients in North America (1) Access to ADM’s current and planned protein processing capacity for food ingredients Joint farmer recruitment program Leverage ADM’s product application and formulation expertise Focus: Alternative meat, meat extension, alternative dairy, specialized nutrition • ADM will process and commercialize a portfolio of proprietary ingredients in North America derived from Benson Hill Ultra-High Protein (UHP) soybeans that are non-GMO, traceable and sustainable, with enhanced functionality • Leverage ADM’s expertise from origination to sales to scale and co-brand soy protein concentrates, textured soy proteins and soy isolates derived from Benson Hill UHP soybeans • Benson Hill maintains its existing go-to-market independence for proprietary soy flour, meal and oil products in food, as well as animal feed, including aquaculture Strategic Collaboration

 
NYSE: BHIL - A year of milestones

 
FARMER PARTNERS CONSUMER MARKETS INGREDIENT MANUFACTURING PRODUCT APPLICATIONS Operational goals for 2023 1. More than double contracted acreage for proprietary soy in areas to maximize nutrient density o Increase contracted closed-loop acres by at least 50 percent o Add substantial acreage for ADM 2. Increase proprietary Ingredients revenue by at least 50 percent through continued traction in aquaculture, edible oils, and protein ingredient markets 3. Expand gross margins by transitioning to more proprietary ingredient production, mix improvement within proprietary ingredients, and operational efficiency gains 4. Advancements in Benson Hill’s innovation pipeline Management is currently planning an Investor Day on March 29, 2023, in St. Louis

 
3Q 2022 financial highlights As of September 30, 2022 (in $ millions USD) Reported Versus 3Q 2021 Impact of Open Mark-to-Market Timing Differences(2) Excluding Open Mark-to-Market Timing Differences(2) Revenues $130.2 +307% $3.3 $126.9 Ingredients $122.3 +429% $3.3 $119.0 Fresh $7.9 (11)% $ -- $7.9 Gross (loss) profit $4.4 +$4.0 $1.4 $3.0 Operating Expense $32.5 ($6.1) $ -- $32.5 Total Adjusted EBITDA $(17.5)(1) $2.6 $1.4 $(18.9) Cash and Marketable Securities $192.9 (1) See reconciliation table in the appendix. (2) Management is presenting the impact of mark-to-market timing differences to show the underlying operating performance during the quarter. The net temporary unrealized period-end loss was $8.2 million as of March 31, 2022. As of September 30, 2022, the remaining impact on gross profit was a loss of $1.6 million. 3Q 2022 Performance • Robust proprietary and non-proprietary Ingredients revenue growth o Proprietary revenues up 300 percent to $26 million o Ingredients growth also includes non-proprietary revenue contributions from acquired soy facilities in 3Q and 4Q 2021 o Contribution from volume and price increases for commodity yellow pea ingredients o Small revenue recognition from the ADM strategic partnership • Ingredients segment gross profit was $5.9 million, which was partially offset by a $1.6 million loss in the Fresh segment due to adverse weather in Florida and Georgia o $1.4 million gain related to MTM timing differences o High-margin revenue contribution from the ADM strategic partnership • Progress was made to improve the supply chain to meet stronger-than-expected demand and moderate inflationary pressures

 
Better-than-expected Ingredients segment performance (in $ Millions USD) 2022 (Updated Guidance) 2022 (Previous Guidance as of August 6, 2022) 2021 (Reported) Total Revenue $430 - $455 $340 - $400 $147 Ingredients $370 - $390 $275 - $325 $91 Fresh $60 - $65 $65 - $75 $56 Total Gross Profit $14 - $17 $9 - $13 $1.9(3) Operating Expense $135 - $140(1) $135 - $140(1) $122 Total Adj. EBITDA ($75-$80)(2) ($80-$85)(2) ($80)(2)(3) Capex $12 - $16 $12 - $16 $31 Free Cash Flow(4) ($95 - $105)(2) ($120 - $130)(2) ($149) 2022 Expectations Revenue • >190 percent year-over-year growth • Total and organic Ingredients revenue growth of >305 percent and >135 percent, respectively, driven by: o Acquisition of two soy facilities o Proprietary soy ingredients revenue o Elevated commodity prices • Fresh segment negatively impacted by nature- related events Gross margin improvement • Ingredients: Strong topline growth driving improved operating efficiencies and product mix as well as high margin revenue recognition from the ADM strategic partnership • Fresh: Gross profit forecast is approximately half of the original budget due to unplanned nature-related events Focus on free cash flow through disciplined Capex, cash operating expenses and working capital efficiencies (1) Includes an estimated $35 million in non-cash expense consisting of $20 million for stock-based compensation and $15 million for depreciation and amortization. (2) See reconciliation table in the appendix. (3) Excludes a non-recurring $2.8 million of higher freight necessary to transport soybean seed stock from South America. (4) Free cash flow is defined as cash flow from operations minus capital expenditures.

 
Positioning to fully fund the business to expected positive EBITDA and free cash flow in 2025 (1) Liquidity needed to achieve 2025 financial targets depends on planned revenue growth, margin expansion and cash management discipline • 9/30/2022: Cash and marketable securities of $193 million • 3Q 2022: Received an upfront technology licensing fee from ADM and expect to earn future annual licensing fees • Achieved contractual financial objectives to extend interest only period by 12 months, postponing principal payments to the beginning of 2024 • At-The-Market equity facility filed for up to $100 million o Subject to SEC effectiveness o Expected to supplement liquidity for working capital and general corporate purposes over the next 2 to 3 years o Management intends to explore reasonable non-dilutive alternatives, including debt refinancing • Negotiations underway for the potential sale of the Fresh business; if a transaction occurs: o Intend to use net proceeds to further supplement liquidity o Expect a non-cash write-off of up to approximately 50 percent of book value for the business

 
(1) MARGIN EXPANSION TECHNOLOGY STACK EXECUTION Creating long-term sustainable shareholder value CASHI IGROWTH STRONG CONSOLIDATED REVENUE GROWTH CONSOLIDATED GROSS MARGIN EXPANSION EBITDA MARGIN FREE CASH FLOW $500M+ 25%+ Positive Positive 2025 Targets 2025 Growth Drivers • Maximize share capture for the proprietary soy portfolio • Drive efficiencies in the closed-loop model • Initiate partnerships and licenses • Launch proprietary yellow pea ingredients

 
OUR TECHNOLOGY APPENDIX

 
YTD 2022 financial highlights As of September 30, 2022 (in $ Millions USD) Reported Versus YTD 2021 Impact of Open Mark-to-Market Timing Differences(2) Excluding Open Mark-to-Market Timing Differences(2) Revenues $333.4 +222% $2.2 $331.2 Ingredients $281.9 +370% $2.2 $279.7 Fresh $51.3 (10)% $ -- $51.3 Gross (loss) profit $4.7 +$3.9 ($1.6) $6.3 Operating Expense $102.4 $18.3 $ -- $102.4 Total Adjusted EBITDA $(60.8)(1) ($10.1) ($1.6) $(59.2) Capital Expenditures $11.8 ($14.8) Cash and Marketable Securities $192.9 (1) See reconciliation table in the appendix. (2) Management is presenting the impact of mark-to-market timing differences to show the underlying operating performance during the quarter. The net temporary unrealized period-end loss was $8.2 million as of March 31, 2022. As of September 30, 2022, the remaining impact on gross profit was a loss of $1.6 million. YTD 2022 Performance • Robust proprietary and non-proprietary Ingredients segment revenue growth o Proprietary revenues increased 158 percent to $52.2 million o Non-proprietary revenue contributions from acquired soy facilities in 3Q and 4Q 2021 o Contribution from volume and price increases for commodity yellow pea ingredients o Small revenue recognition associated with the ADM strategic partnership • Ingredients segment gross profit was $2.6 million as topline growth and contributions from partnerships and licensing were partially offset by supply chain pressures, including costs to commercialize the proprietary soy portfolio, inflationary pressures, and a $1.6 million loss related to MTM timing differences from 1Q • Fresh segment gross profit was $2.0 million which includes a $1.6 million negative impact from a crop failure in 2Q and the affects from adverse weather in 3Q

 
Consolidated Statements of Operation (In Thousands USD, Except Per Share Information) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues 130,179 32,000 333,371 103,494 Cost of sales 125,812 31,591 328,65 102,546 Gross profit (loss) 4,367 409 4,721 948 Operating expenses: Research and development 11,433 10,458 35,756 26,403 Selling, general and administrative expenses 21,042 28,076 66,660 57,570 Total operating expenses 32,475 38,534 102,416 83,973 Loss from operations (28,108) (38,125) (97,695) (83,025) Other (income) expense: Interest expense, net 6,278 1,498 16,190 4,033 Loss on extinguishment of debt — 11,742 — 11,742 Change in fair value of warrants (4,035) (15,244) (41,676) (12,525) Other expense (income), net (195) (2,065) 2,060 (2,453) Total other (income) expense, net 2,048 (4,069) (23,426) 797 Net loss before income tax (30,156) (34,056) (74,269) (83,822) Income tax expense (benefit) 13 218 30 218 Net loss $ (30,169) $ (34,274) $ (74,299) $ (84,040) Net loss per common share: Basic and diluted loss per common share $ (0.16) $ (0.29) $ (0.42) $ (0.71) Weighted average shares outstanding: Basic and diluted weighted average shares outstanding 186,097 118,709 177,539 117,714

 
Consolidated Balance Sheet (In Thousands USD) September 30, December 31, 2022 2021 (Unaudited) Assets Current assets: Cash and cash equivalents $ 29,978 $ 78,963 Marketable securities 162,93 103,68 Accounts receivable, net 38,21 31,729 Inventories, net 42,57 48,724 Prepaid expenses and other current assets 11,78 20,25 Total current assets 285,49 283,35 Property and equipment, net 126,21 126,88 Right of use asset, net 72,88 77,45 Goodwill and intangible assets, net 42,14 42,66 Other assets 4,545 4,538 Total assets $ 531,27 $ 534,89 September 30, December 31, 2022 2021 (Unaudited) Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 26,451 $ 35,508 Revolving line of credit — 47 Current lease liability 3,352 2,422 Current maturities of long-term debt 3,173 6,934 Accrued expenses and other current liabilities 29,918 26,771 Total current liabilities 62,89 71,68 Long-term debt 106,50 77,17 Long-term lease liability 79,53 79,15 Warrant liabilities 29,556 46,05 Conversion option liability 10,207 8,783 Deferred tax liabilities 297 294 Other non-current liabilities 184 316 Total liabilities 289,17 283,45 Stockholders’ equity: Redeemable convertible preferred stock, $0.0001 par value; 1,000 and 1,000 shares authorized, 0 shares issued and outstanding as of September 30, 2022, and December 31, 2021, respectively — — Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 206,437 and 178,089 shares issued and outstanding as of September 30, 2022, and December 31, 2021, respectively 21 18 Additional paid-in capital 605,884 533,101 Accumulated deficit (354,867) (280,569) Accumulated other comprehensive loss (8,936) (1,103) Total stockholders’ equity 242,10 251,44 Total liabilities and stockholders’ equity $ 531,277 $ 534,89

 
Consolidated Statement of Cash Flows (In Thousands USD) Nine Months Ended September 30, 2022 2021 Operating activities Net loss $ (74,299) $ (84,040) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 16,504 8,460 Stock-based compensation expense 15,771 2,769 Bad debt expense 724 184 Change in fair value of warrants and conversion option (41,676) (12,525) Accretion and amortization related to financing activities 8,481 1,329 Loss on extinguishment of debt — 11,742 Other 6,312 1,766 Changes in operating assets and liabilities: Accounts receivable (7,208) 2,492 Inventories 6,441 (5,450) Prepaid expenses and other current assets 8,052 (7,567) Accounts payable (6,093) 3,917 Accrued expenses 2,604 3,340 Net cash used in operating activities (64,387) (73,583) Investing activities Purchases of marketable securities (350,333) (100,278) Proceeds from maturities of marketable securities 109,514 2,155 Proceeds from sales of marketable securities 170,217 198,195 Payments for acquisitions of property and equipment (11,835) (26,603) Payment made in connection with business acquisitions (1,044) (10,853) Net cash (used in) provided by investing activities (83,481) 62,616 Nine Months Ended September 30, 2022 2021 Financing activities Net contributions from Merger and PIPE financing, net of transaction costs (of $3,761) 80,825 285,378 Payments for extinguishment of debt — (43,082) Principal payments on debt (6,736) (3,917) Proceeds from issuance of debt 24,040 19,816 Borrowing under revolving line of credit 18,970 20,464 Repayments under revolving line of credit (19,017) (20,464) Repayments of financing lease obligations (1,103) (600) Payment of deferred offering costs — — Net Settlement for withholding taxes upon delivery of equity-based awards — — Proceeds from the exercise of stock options and warrants 1,950 635 Net cash provided by financing activities 98,929 258,230 Effect of exchange rate changes on cash (46) 30 Net (decrease) increase in cash and cash equivalents (48,985) 247,293 Cash and cash equivalents, beginning of period 78,963 9,743 Cash and cash equivalents, end of period $ 29,978 $ 257,036 Supplemental disclosure of cash flow information Cash paid for taxes $ 1 $ 30 Cash paid for interest $ 9,864 $ 4,782 Supplemental disclosure of non-cash activities Issuance of stock warrants $ — $ 4,551 Conversion of warrants upon Merger $ — $ 4,576 Warrants acquired in Merger $ — $ 50,850 Merger transaction costs included in accrued expenses and other current liabilities $ — $ 4,231 Business acquisition purchase price included in accrued expense and other current liabilities $ — $ 3,714 Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities $ 2,710 $ 4,123 Purchases of inventory included in accounts payable, accrued expenses and other current liabilities $ 292 $ — Financing leases commencing in the period $ 806 $ 735

 
Third quarter 2022 segment information and non-GAAP reconciliation (In Thousands USD) The Company defines and calculates adjusted EBITDA as consolidated net loss before net interest expense, income tax provision and depreciation and amortization, further adjusted to exclude stock-based compensation, and the impact of significant non-recurring items. Adjustments to reconcile consolidated net loss to Adjusted EBITDA: Three Months Ended September 30, 2022 Revenue Adjusted EBITDA Ingredients 122,27 (280) Fresh 7,883 (2,938) Unallocated and other 20 (14,252) Total segment results $ 130,17 $ (17,470) Consolidated net loss (30,169) Interest expense, net 6,278 Income tax expense (benefit) 13 Depreciation and amortization 5,523 Stock-based compensation 4,412 Other expense (income), net (195) Change in fair value of warrants and conversion option (4,035) Other nonrecurring costs, including acquisition, transaction, and integration costs 403 Non-recurring SOX readiness costs 60 Severance expense 240 Total Adjusted EBITDA (17,470)

 
Nine-month 2022 segment information and non-GAAP reconciliation (In Thousands USD) The Company defines and calculates adjusted EBITDA as consolidated net loss before net interest expense, income tax provision and depreciation and amortization, further adjusted to exclude stock-based compensation, and the impact of significant non-recurring items. Adjustments to reconcile consolidated net loss to Adjusted EBITDA: Nine Months Ended September 30, 2022 Revenue Adjusted EBITDA Ingredients 281,89 (16,319) Fresh 51,318 (1,247) Unallocated and other 159 (43,262) Total segment results $ 333,37 $ (60,828) Consolidated net loss (74,299) Interest expense, net 16,19 Income tax (benefit) expense 30 Depreciation and amortization 16,50 Stock-based compensation 15,77 Other expense (income), net 2,060 Change in fair value of warrants and conversion options (41,674) Other nonrecurring costs, including acquisition, transaction, and integration costs 514 Non-recurring SOX readiness costs 342 Severance expense 529 Fresh segment crop failure costs 1,567 PIPE Investment transaction costs 705 Fresh segment restructuring expenses 933 Total Adjusted EBITDA $ (60,828)

 
2022 non-GAAP Reconciliations Adjustments to reconcile estimated 2022 consolidated net loss to estimated Adjusted EBITDA (In Thousands USD) Consolidated net loss $ (106,000) – (111,000) Interest expense, net 24,000 Depreciation and amortization 22,000 Stock-based compensation 20,000 Other non-recurring costs (35,000) Total Adjusted EBITDA $ (75,000) – (80,000) Consolidated net loss $ (106,000) - $ (111,000) Depreciation and Amortization 24,000 - 24,000 Stock-Based Compensation 20,000 - 20,000 Changes in Working Capital 4,000 - 5,000 Other (25,000) - (27,000) Net cash used in operating activities $ (83,000) - $ (89,000) Payments for acquisitions of property and equipment (12,000) - (16,000) Free cash flow $ (95,000) - $ (105,000)

 
2021 Segment Information and non-GAAP Reconciliations Adjustments to reconcile consolidated net loss to Adjusted EBITDA: (In Thousands USD) The Company defines and calculates adjusted EBITDA as consolidated net loss before net interest expense, income tax provision and depreciation and amortization, further adjusted to exclude stock-based compensation, and the impact of significant non-recurring items. Year Ended December 31, 2021 Revenue Adjusted EBITDA Ingredients $ 90,65 $ (29,592) Fresh 56,266 (3,069) Unallocated and other 292 (47,719) Total segment results $ 147,21 $ (80,380) Consolidated net loss $ (126,247) Interest expense, net 4,490 Income tax expense (benefit) 231 Depreciation and amortization 12,817 Stock-based compensation 7,183 Change in fair value of warrants (12,127) Other non-recurring costs, including acquisition costs 3,994 Employee retention credit (2,226) Merger transaction costs 11,693 Non-recurring public company readiness costs 5,265 Loss on extinguishment of debt 11,742 South America seed production costs 2,805 Total Adjusted EBITDA $ (80,380)