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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Benson Hill, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
082490202 (CUSIP Number) |
Mohit Kalra 210 N. Carpenter St, Floor 8, Chicago, IL, 60607 (847) 512-3469 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 082490202 |
| 1 |
Name of reporting person
S2G Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
332,335.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based on 6,114,020 shares of Common Stock outstanding as of November 7, 2024, as reported on the Issuer's Form 10-Q, filed with the SEC on November 12, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Benson Hill, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1001 North Warson Road, St. Louis,
MISSOURI
, 63132. | |
Item 1 Comment:
The Reporting Person originally reported beneficial ownership of more than 5% of the Issuer's outstanding Common Stock on a Schedule 13G filed with the SEC on February 13, 2024, as amended by Amendment No. 1 filed on May 6, 2024 (such Schedule 13G as amended, the "Original Schedule 13G") and, together with members of a Section 13(d) group, subsequently reported ownership on a Schedule 13D filed with the SEC on June 5, 2024, as amended by Amendment No. 1 filed on June 27, 2024, and Amendment No. 2 filed on October 16, 2024 ("such Schedule 13D as amended, the "Group Schedule 13D" and, together with the Original Schedule 13G, the "Prior Filings"). As such group is no longer in effect, the Reporting Person is filing this Amended and Restated Schedule 13D (the "Amended and Restated Schedule 13D") which fully amends, restates and supercedes the Prior Filings. | ||
| Item 2. | Identity and Background | |
| (a) | S2G Investments, LLC ("S2G" and also hereinafter referred to as the "Reporting Person") | |
| (b) | The Reporting Person's business address is 210 N. Carpenter St, Floor 8, Chicago, Illinois 60607. | |
| (c) | The Reporting Person is a registered investment advisor. | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person was not party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The citizenship or place of organization for the Reporting Person is listed in Row 6 of the cover page hereto. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The reported securities were originally acquired during 2017 with capital contributions by investors in the Funds (defined below). | ||
| Item 4. | Purpose of Transaction | |
On March 18, 2025, the Reporting Person and certain other parties (collectively, the "Lenders") entered into a DIP Facility Commitment Term Sheet with the Issuer (the "Term Sheet") that sets forth the terms and conditions of a debtor-in-possession loan (the "DIP Facility") to be made available to the Issuer and its affiliated entities (collectively, the "Company") as a secured first-priority debtor in possession financing. The DIP Facility would be used for (i) costs and fees related to a sale process and transaction under section 363 ("Section 363 Transaction") of chapter 11 of title 11 of the United States Bankruptcy Code, 11 U.S.C. 101-1532 and (ii) the Company's going-concern operating costs through consummation of the Section 363 Transaction.
The DIP Facility would be secured by a first-priority lien on all of the Company assets and the Lenders. Lenders would be granted the right of first refusal to act as a stalking horse bidder for the purchase of substantially all of the Company's assets and the right to credit bid the full amount of the DIP Facility through the Section 363 Transaction. Upon closing thereof, the Lenders could elect to cash out up to an aggregate of $4 million of the DIP Factility, with the remainder converted into equity of a new entity vested with the acquired assets of the Company.
The foregoing summary of the Term Sheet is qualified in its entirety by reference to the full text of the Term Sheet, which is attached as Exhibit 99.2 hereto and is incorporated by reference in its entirety into this Item 4.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in row (11) of the cover page of this Amended and Restated Schedule 13D is incorporated by reference into this Item 5.
The reported 332,335 shares of Common Stock are directly held by S2G Ventures Fund I, L.P., S2G Ventures Fund II, L.P. and S2G Builders Food & Agriculture Fund III, LP (the "Funds") and represent 5.4% of the Common Stock outstanding as of the date hereof. Such percentage is calculated assuming 6,114,020 shares of Common Stock outstanding as of November 7, 2024 as reported on the Issuer's Form 10-Q, filed on November 12, 2024.
S2G, a registered investment advisor to the Funds, previously operated as part of Builder's Vision LLC ("BV") but launched as a separate registered investment advisor in April 2024. Although BV continues to serve as or otherwise control the general partner of each of the Funds, BV has delegated to S2G all voting and investment control of the Funds. As such, S2G may be deemed to have beneficial ownership of the reported securities, provided that the filing of this Statement shall not be construed as an admission of such beneficial ownership for the purposes of Section 13(d) or 13(g) of the Exchange Act. | |
| (b) | The information set forth in rows (7) through (10) of the cover page of this Amended and Restated Schedule 13D is incorporated by reference into this Item 5. | |
| (c) | The Reporting Person has not effected any transactions in Common Stock within the prior 60 days. | |
| (d) | Not applicable | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Amended and Restated Schedule 13D is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.2 DIP Facility Commitment Term Sheet, dated March 19, 2025 (incorporated by reference under Case No. 25-10539 filed by the Reporting Person with the United States Bankruptcy Court for the District of Delaware on March 19, 2025) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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