Item 2.01 Completion of Acquisition or Disposition of Assets.



On December 30, 2021, Benson Hill, Inc. (the "Company") and its wholly owned
subsidiary, DDB Holdings, Inc. ("DDB Holdings"), entered into a Membership
Interest Purchase Agreement (the "Purchase Agreement") with ZFS Creston, LLC
("ZFS Creston"), the sellers party to the Purchase Agreement (the "Sellers"),
and ZFS Solutions, LLC, as representative of the Sellers (the "Sellers'
Representative"). Pursuant to the Purchase Agreement, and concurrently with the
execution thereof, the Company acquired all of the outstanding membership
interests in ZFS Creston from the Sellers for aggregate cash consideration of
approximately $102 million, subject to the adjustments set forth in the Purchase
Agreement for cash, debt and working capital. ZFS Creston owns an established
food grade white flake and soy flour manufacturing operation in southwest Iowa.
The Purchase Agreement contains customary representations, warranties and
covenants by the parties thereto.

This description of the Purchase Agreement does not purport to be complete and
is qualified in its entirety by reference to the Purchase Agreement, which is
attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The Purchase Agreement and the above description of the
Purchase Agreement have been included to provide investors with information
regarding the terms of the Purchase Agreement. The representations, warranties
and covenants contained in the Purchase Agreement were made only for the
purposes of the Purchase Agreement and as of specific dates, were solely for the
benefit of the parties thereto, may have been used for purposes of allocating
risk between the parties rather than establishing matters of fact and may be
subject to qualifications or limitations agreed upon by the parties in
connection with the negotiated terms, including being qualified by schedules and
other disclosures made by the parties. Accordingly, investors should not rely on
the representations, warranties and covenants in the Purchase Agreement as
statements of factual information regarding the parties.

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



On December 29, 2021, in connection with the acquisition of ZFS Creston
described above, 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 Seeds Holding, Inc., Benson Hill Seeds, Inc.,
Benson Hill Fresh Holdings, LLC, 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 Loan and Security
Agreement (the "Loan Agreement") with Avenue Capital Management II, L.P. (the
"Agent"), as administrative agent and collateral agent for several funds managed
by the Agent (each such fund is individually referred to as a "Lender" and all
such funds are collectively referred to as the "Lenders"), wherein on such date
the Lenders loaned to the Borrowers the aggregate sum of $80 million and
committed to loan to the Borrowers an additional aggregate sum of $20 million
between April 30, 2022 and June 30, 2022 upon the Company's achievement of
certain milestones (the "Loan").

The unpaid principal balance of the Loan bears interest at a variable rate equal
to the sum of (a) the greater of the prime rate of interest as published in the
Wall Street Journal or 3.25% per annum, plus (b) 5.75% per annum. Accrued
interest only is payable on a monthly basis for 12 months from the initial
closing, followed by payments of principal and accrued interest for 24
additional months, at which time the obligation to repay the Loan matures. The
interest-only period may be extended from 12 to 24 months from the initial
closing upon the Company's achievement of certain milestones. The maturity date
of the Loan may be extended from 36 to 42 months from the initial closing upon
the Company's achievement of certain milestones.

Upon maturity or other satisfaction of the Loan, a "Final Payment" (in addition
to other payments of principal and interest) equal to $10.7 million is payable
by the Borrowers to the Lenders, but in the event all or any part of any Loan is
outstanding when a "Change of Control" as defined in the Loan Agreement occurs
the required "Final Payment" is $14.2 million. In the event the Loan is prepaid,
a "Prepayment Fee" is due, ranging from 1% to 6% of the principal amount of the
Loan, based upon the time from the initial closing to the prepayment date.

The Loan is secured by a security interest granted by the Borrowers to the
Lenders in collateral consisting of all of each Borrower's right, title and
interest in and to the following property (subject to certain specified
limitations), whether now owned or hereafter acquired and wherever located: (a)
all Receivables; (b) all Equipment; (c) all Fixtures; (d) all General
Intangibles; (e) all Inventory; (f) all Investment Property; (g) all Deposit
Accounts; (h) all Shares; (i) all other Goods and personal property of each
Borrower, whether tangible or intangible and whether now or hereafter owned or
existing, leased, consigned by or to, or acquired by, any Borrower and wherever
located; (j) all Records; and (k) all Proceeds of each of the foregoing and all
accessions to, substitutions and replacements for, and rents, profits and
products of each of the foregoing.

At any time after 6-months from initial loan closing and before the 42-month
anniversary of the initial loan closing, up to $20.0 million of the principal
amount of the Loan then outstanding may be converted (at a Lender's option) into
shares of the Company's Common Stock (the "Conversion Option") at a price per
share equal to the lower of (a) $8.22; (b) a 15% premium to the 5-day VWAP
determined as of June 30, 2022; or (c) in the case of any "equity purchase
commitments" and/or "at-the-market" or similar transactions which result in the
realization by the Company of gross proceeds of $20.0 million or more over any
period of 14

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consecutive trading days prior to September 30, 2022, the volume-weighted
average price of the Common Stock on the last trading day of such 14 day period
(the "Conversion Price"), where "5-day VWAP" means the volume-weighted average
price of the Common Stock, determined for the five consecutive trading days
through and including the applicable date; and (e) the effective price per share
of any bona fide equity offering prior to September 30, 2022.

The Conversion Option is subject to: (a) the closing price of the shares of the
Company's Common Stock on the New York Stock Exchange for each of the seven
consecutive trading days immediately preceding the conversion, being greater
than or equal to the Conversion Price; (b) the Common Stock issued in connection
with any such conversion not exceeding 20% of the total trading volume of the
Company's Common Stock for the 22 consecutive trading days immediately prior to
and including the effective date of the conversion; and (c) all Lenders' pro
forma shares of Common Stock resulting from the Conversion Option, when added to
all Lenders' pro forma shares of Common Stock resulting from the exercise of the
Warrants (as defined below), not exceeding 2.5% of the Company's outstanding
shares of Common Stock at the time of the Conversion.

As additional consideration for the Loan, the Lenders received warrants
exercisable or exchangeable for, at a Lender's option, up to such aggregate
number of shares of the Company's Common Stock determined by dividing $3.0
million by the Exercise Price (as defined below), subject to customary
adjustments (the "Warrant Shares"). The per share exercise price of the Warrants
(the "Exercise Price") will equal the lower of (a) $7.86; (b) a 10% premium to
the 5-day VWAP determined as of June 30, 2022; (c) in the case of any "equity
purchase commitments" and/or "at-the-market" or similar transactions which
result in the realization by the Company of gross proceeds of $20.0 million or
more over any period of 14 consecutive trading days prior to September 30, 2022,
the volume-weighted average price of the Common Stock on the last trading day of
such 14 day period; or (d) the effective price per share of any bona fide equity
offering prior to September 30, 2022. The number of Warrant Shares for which the
Warrants are exercisable are subject to all Lenders' pro forma shares of Common
Stock resulting from the Conversion, when added to all Lenders' pro forma shares
of Common Stock resulting from the exercise of the Conversion, not exceeding
2.5% of the Company's outstanding shares of Common Stock at the time of the
exercise of the Warrants. Under certain circumstances the Warrants will be
automatically exchanged for Warrant Shares, without the payment of additional
consideration.

Item 7.01 Regulation FD Disclosure.



On January 4, 2022, the Company issued a press release announcing the closing of
the acquisition described in Item 2.01 above and the Loan described in Item 2.03
above. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information contained in the press
release attached hereto as Exhibit 99.1 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, 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 attached as an exhibit hereto, the
press release contains 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 regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.



As permitted under this item, the Company will file the historical financial
statements required to be filed by this item by amendment to this Current Report
on Form 8-K not later than 71 days after the date this Current Report is
required to be filed.

(b) Pro Forma Financial Information.

As permitted under this item, the Company will file the pro forma financial information required to be filed by this item by amendment to this Current Report on Form 8-K not later than 71 days after the date this Current Report is required to be filed.


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(d) Exhibits.



      Exhibit No.             Description
                                Membership Interest Purchase Agreement,

dated December 30, 2021, by and among


          2.1                 the Company, DDB Holdings, ZFS Creston, the Sellers and the Sellers'
                              Representative
          4.1                   Form of Warrant to Purchase Shares of Stock of Benson Hill, Inc.
                                Loan and Security Agreement (with

Supplement), dated December 29, 2021, by


         10.1                 and among the Company, certain of the

Company's direct and indirect


                              wholly-owned subsidiaries, the Agent, and the

Lenders


         99.1                   Press Release, dated January 4, 2022
          104                 Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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