United States securities and exchange commission logo
July 27, 2021
Eric Scheyer
Chief Executive Officer
Star Peak Corp II
1603 Orrington Avenue, 13th Floor
Evanston, IL 60201
Re: Star Peak Corp II
Amendment No. 2 to
Registration Statement on Form S-4
Filed July 15, 2021
File No. 333-256161
Dear Mr. Scheyer:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
7, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
The Merger
Unaudited Prospective Financial Information of Benson Hill, page 144
1. We note your response
to prior comment six in which you explain the prospective
financial information
was prepared as part of Benson Hill's annual planning process.
Further, we note you
have removed the assumption that the merger and related
transactions are
completed from the list of assumptions on page 147. Please include
disclosure to indicate
the prospective financial information does not assume the
completion of the
merger and related transactions and remove reference to the completion
of the merger when
detailing your financing assumptions.
Eric Scheyer
FirstName LastNameEric Scheyer
Star Peak Corp II
Comapany
July NameStar Peak Corp II
27, 2021
July 27,
Page 2 2021 Page 2
FirstName LastName
2. We note the revisions you have made to your disclosures in response to
prior comments
seven and eight and note you continue to characterize your
responsibility to advise
investors of material changes to the assumptions underlying your
projections as an
exception to your intention to not provide such disclosures, and which
continues to
indicate that you have not taken into consideration any events
occurring after the date the
information was prepared. We believe that you will need to
substantially revise this
disclosure to clearly acknowledge your responsibility and view of the
projected
amounts. Please provide the clarifying disclosures requested in these
prior comments.
3. We note your response to prior comment 10 and reissue it in part.
Please revise your
disclosure to quantitatively discuss all material assumptions
underlying the projections
and provide insight as to how such assumptions impacted your
projections. For example,
describe any material assumptions regarding acquisition of acreage;
capital expenditures;
availability and terms of financing; product development; and rate of
expansion of the
plant-based meat alternative market and the percent of market
percentage. Please also
ensure you include a description and quantification of any material
assumptions
underlying the magnitude and growth in revenue and gross margin from
2022 through
2027. In that regard, we note that STPC's board considered the
Unaudited Prospective
Financial Information and the company's growth prospects, large
addressable market,
economics, and financial condition and outlook, in recommending to its
shareholders that
the transaction be approved. If you believe that additional
quantitative disclosure
regarding the assumptions underlying the projections is not material,
please provide your
analysis supporting this conclusion. In addition, please disclose how
the length of time
for the projections was selected. In that regard, we note that the
projections extend
through 2027.
Material U.S. Federal Income Tax Consequences, page 197
4. We note your response to prior comment 13 and are unable to concur.
Please amend the
disclosure throughout your filing, including this section and your
Questions and Answers
section, to describe the material federal income tax consequences of
the merger and
related transactions, and not just the federal income tax consequences
of redemptions. See
Item 4(a)(6) of Form S-4. In this regard, we note that Section 5.6 of
the merger agreement
provides that the parties intend that the merger qualifies as a
reorganization within the
meaning of Section 368(a) of the Code. If the merger and related
transactions are not
taxable to shareholders, please also file a tax opinion with your
registration statement.
Refer to Item 601(b)(8) of Regulation S-K. For guidance, refer to
Section III of Staff
Legal Bulletin No. 19. In the alternative, please provide your
analysis as to why the tax
consequences of the transaction are not material.
General
5. We note that it appears that you have removed in this amendment
certain disclosures
relating to Benson Hill that are required by Form S-4. For example,
please provide the
disclosure required by Item 4(a)(2) of Form S-4 regarding the reasons
of Benson Hill for
Eric Scheyer
Star Peak Corp II
July 27, 2021
Page 3
engaging in the transaction, and the disclosure required by Item 4(a)(4)
regarding an
explanation of any material differences between the rights of Benson Hill
stockholders
and the rights of New Benson Hill stockholders. Similarly, please provide
the disclosure
required by Item 18(a)(5)(i) of Form S-4.
You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or
Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
FirstName LastNameEric Scheyer
Division of
Corporation Finance
Comapany NameStar Peak Corp II
Office of Energy &
Transportation
July 27, 2021 Page 3
cc: Bryan D Flannery
FirstName LastName